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Which company form should you choose?

Four forms are common: the single-member limited liability company, the limited liability company with two or more members, the joint stock company, and the sole proprietorship. There is also the hộ kinh doanh (the household business) for small-scale trading, which does not require enterprise registration under the Law on Enterprises.

A công ty TNHH (a limited liability company) suits small and medium businesses, with the owner liable up to the capital contributed. A công ty cổ phần (a joint stock company) suits you if you plan to raise capital from several shareholders or to list later. A doanh nghiệp tư nhân (a sole proprietorship) is for someone who wants to manage everything personally and is liable with all of their personal assets.

Choosing the wrong form makes things awkward later, because converting requires its own file and costs more.

What to avoid when naming the company

The enterprise name must not duplicate or be confusingly similar to the name of an enterprise registered anywhere in the country, and must not use wording contrary to public decency. You may have a foreign-language name, but a Vietnamese name alongside it is compulsory.

Before filing, search the intended name on the national business registration portal, so that it is not refused and the file does not have to be done again.

How to register the business lines

The enterprise registers its business lines using the level-four codes of the Hệ thống ngành kinh tế Việt Nam (the Vietnamese standard industrial classification) issued under Quyết định 36/2025/QĐ-TTg (Decision 36/2025).

Some conditional lines need a giấy phép con (a sector sub-licence) after the enterprise registration certificate is issued, for example real estate trading, security services, pharmaceuticals and food hygiene and safety. Settle the main line and its attendant conditions beforehand, so that nothing interrupts you when you start trading.

How much charter capital is enough?

Most lines of business have no minimum charter capital, and the enterprise sets an amount matching its financial capacity. A few particular lines carry capital conditions: for example, a real estate business operating through projects must hold equity of at least 20% of total investment for a project under 20 ha and 15% for one of 20 ha or more (point c of clause 2 of article 9 of Luật Kinh doanh bất động sản 29/2023/QH15, the Law on Real Estate Business); the 20 billion đồng statutory capital no longer exists.

Since 1 January 2026 enterprises no longer pay the thuế môn bài (the annual business licence fee): it has been abolished. Charter capital therefore no longer sets a licence fee as it used to. High charter capital lends credibility but also increases financial exposure in a dispute or on insolvency.

What the single-member LLC file contains

The enterprise registration application on Mẫu số 2 - Phụ lục I (form 2 of annex I) issued with Thông tư 121/2026/TT-BTC (Circular 121/2026); the company charter; a copy of the legal document of the legal representative; and a copy of the legal document of the owner, whether an individual or an organisation; no copy is needed for an individual whose personal identification number is declared (clause 3 of article 24 of Nghị định 168/2025/NĐ-CP, Decree 168/2025).

If the owner is a foreign organisation, the copy of its legal documents must be consularly legalised. If the enterprise has a foreign investor, the Giấy chứng nhận đăng ký đầu tư (the investment registration certificate) under the Law on Investment is also needed. Since 1 March 2026 a foreign investor may also form the company before applying for the Giấy chứng nhận đăng ký đầu tư (IRC): the file then carries no IRC but a commitment to meet the market access conditions, and the company must obtain the IRC within 12 months (Điều 19 Luật Đầu tư 143/2025/QH15, article 19 of the Law on Investment; Điều 72 Nghị định 96/2026/NĐ-CP, article 72 of Decree 96/2026).

What the two-member LLC and joint stock company files contain

A limited liability company with two or more members needs the enterprise registration application and the list of members, on Mẫu số 3 - Phụ lục I (form 3 of annex I) issued with Thông tư 121/2026/TT-BTC and Mẫu số 6 - Phụ lục I (form 6 of annex I) issued with Thông tư số 68/2025/TT-BTC; the company charter signed by all the founders; and copies of personal legal documents, except for individuals whose personal identification number is declared (Điều 11 Nghị định 168/2025/NĐ-CP, article 11 of Decree 168/2025).

A joint stock company needs the enterprise registration application on Mẫu số 4 (form 4) issued with Thông tư 121/2026/TT-BTC, the company charter, the list of founding shareholders (Mẫu số 7, form 7) and the list of foreign-investor shareholders (Mẫu số 8, form 8) of Phụ lục I issued with Thông tư số 68/2025/TT-BTC, the list of beneficial owners where there are any, together with the corresponding legal documents.

Both forms need the investment registration certificate if a foreign investor taking part in the formation obtained it before forming the company. Forming a credit institution additionally requires the written approval of the State Bank of Vietnam.

Where to file, and how long it takes

In Gia Lai, company formation files go to Sở Tài chính tỉnh Gia Lai (the provincial Department of Finance), Phòng Doanh nghiệp và Kinh tế tập thể (its Enterprise and Collective Economy Division), at 181-183 Lê Hồng Phong, Phường Quy Nhơn, telephone 0256.3903666. This authority has taken over from the former Sở Kế hoạch và Đầu tư (the Department of Planning and Investment), which was merged into Sở Tài chính.

A valid file produces the enterprise registration certificate within three working days. The steps that follow, such as the seal, publication of the particulars and the initial tax declaration, take a further week or two.

Which taxes apply after formation?

Since 1 January 2026 enterprises no longer pay the thuế môn bài (the annual business licence fee): it has been abolished. Value added tax is calculated by the credit method where annual revenue is 1 billion đồng or more or the enterprise opts in, and otherwise as a percentage of revenue. Corporate income tax is charged at 20% of taxable income; an enterprise with annual revenue of no more than 3 billion đồng pays 15%, one with more than 3 and up to 50 billion đồng pays 17%, subject to the exclusions in clauses 3 and 4 of article 18 of Luật Thuế TNDN 67/2025/QH15 (the Corporate Income Tax Law); one with annual revenue of 1 billion đồng or less is exempt, unless it is a subsidiary or associated company of an enterprise that does not itself qualify (clause 15 of article 4 of Nghị định 320/2025/NĐ-CP, Decree 320/2025, added by Nghị định 141/2026/NĐ-CP).

Some lines of business also give rise to import and export duty or environmental protection tax. Register a digital signature and consider engaging an accounting service, so that filings are made on time and no late payment penalty arises.

Must you engage an accountant and use e-invoices straight away?

A small enterprise may use an outside accounting service rather than hiring staff; a larger one should have its own accounting department. What matters is paying tax on time, so as to avoid an administrative penalty.

Under point a of clause 5 of article 26 of Luật Quản lý thuế 108/2025/QH15 (the Tax Administration Law), an enterprise must issue an e-invoice whenever it sells goods or services, so it should register to use e-invoices with the tax authority as soon as it begins trading, so that dealings with customers and partners are not interrupted.

What conditions must the head office address meet?

An enterprise must have a head office address. A private home may be used, provided it is not in an area where trading is prohibited, such as an apartment designated for residential use. Some lines of business, such as financial services and legal services, carry their own requirements as to floor area or type of office.

If you do not yet need to operate physically at the registered address, a lawful virtual office is worth considering, to keep initial costs down.

The process

1. Prepare the file for the form chosen Draft the enterprise registration application, the company charter, the list of members or shareholders where applicable, and copies of the legal documents of the representative and the members where their personal identification numbers are not declared.
2. File with Sở Tài chính tỉnh Gia Lai File with the Phòng Doanh nghiệp và Kinh tế tập thể, 181-183 Lê Hồng Phong, Phường Quy Nhơn, or online through the national business registration portal.
3. Have the corporate seal made Once the enterprise registration certificate is issued, have the seal made; the enterprise decides the type, number, form and content of its seals itself (article 43 of Luật Doanh nghiệp 2020).
4. Publish the formation notice Publish the enterprise registration particulars on the national business registration portal as required.
5. Make the initial tax declaration Since 1 January 2026 enterprises no longer pay the thuế môn bài (the annual business licence fee): it has been abolished. Register a digital signature and e-invoices, and declare the initial tax obligations with the managing tax office.