Currently, there is no fixed minimum capital requirement for most businesses entering the Vietnamese market, providing a wide range of opportunities for new entrepreneurs. According to the Enterprise Law, charter capital must be fully paid within 90 days of receiving the business registration certificate.
Differences in Minimum Capital Requirement by Industry
The required capital varies depending on the industry. In Vietnam, certain conditional business lines mandate a minimum capital amount.
The Department of Planning and Investment determines the minimum capital requirement based on the capital intensity of the business sector. Industries such as manufacturing or large-scale operations generally require higher capital. Conversely, businesses requiring lower investments may need significantly less capital.
Standard Paid-Up Capital in Vietnam
For foreign companies entering the Vietnamese market, the standard paid-up capital is typically USD 10,000. However, this amount can vary depending on the business line.
While some business lines have conditional capital requirements, USD 10,000 is the average minimum capital generally accepted by the licensing authorities. Our experience shows that this amount is commonly approved. For businesses with lower paid-up capital, approval during the incorporation process largely depends on the Department of Planning and Investment. Therefore, it is advisable to plan for at least USD 10,000 as paid-up capital.
After the capital has been paid up, you are free to utilize it for your business operations.
| Type of Legal Entity | Minimum Capital Requirement | Shareholder Liability | Restrictions |
|---|---|---|---|
| Limited Liability Company | USD 10,000 (varies depending on the business sector) | Liability limited to the contributed capital | None |
| Joint-Stock Company | At least VND 10 billion (around USD 439,356), required for stock market trading | Liability limited to the contributed capital | None |
| Branch | No minimum capital required | Unlimited liability | Operations restricted to the parent company’s activities; parent company fully liable |
| Representative Office | No minimum capital required | Unlimited liability | Prohibited from conducting commercial activities |
2. Conditions for Establishing a Foreign-Invested Enterprise in Vietnam
To legally invest and conduct business in Vietnam, foreign investors must comply not only with the general requirements for establishing an enterprise but also with specific conditions applicable to foreign investors. These include:
2.1. Conditions for Initial Capital Contribution by Foreign Investors
Pursuant to Article 22 of the Law on Investment 2020, companies established by foreign investors must meet the market access conditions outlined in Article 9 of the law. Foreign investors may only engage in industries and sectors permitted by the state, excluding those explicitly prohibited.
Foreign investors must prepare an investment project and apply for an Investment Registration Certificate (or amendments to it).
2.2. Conditions for Foreign Investors Acquiring Shares or Capital Contributions
According to Article 24 of the Law on Investment 2020, foreign investors must satisfy the market access conditions specified in Clause 3, Article 9 of the law, as well as Articles 15, 16, and 17 of Decree 31/2021/ND-CP.
Investments must ensure national defense and security under the Law on Investment 2020.
Investors must comply with land laws regarding the conditions for land use rights and land utilization in border and coastal areas.
2.3. Conditions Relating to Investor Status and Nationality
Foreign investors may be individuals aged 18 or above, or legal entities with nationality from WTO member states or countries with bilateral investment treaties with Vietnam. However, certain sectors allow only legal entities to invest in Vietnam.
Investors holding passports containing the “nine-dash line” will not be permitted to contribute capital or represent investment management in Vietnam under applicable laws.
There are no specific nationality restrictions for foreign investors. Investors from any country may invest in Vietnam, provided they comply with local laws and international agreements to which Vietnam is a party. However, approval is required for compliance with national security and competition regulations.
2.4. Financial Capacity of Foreign Investors
Foreign investors must demonstrate sufficient financial capacity to invest in Vietnam, depending on the selected industry. Specific financial requirements vary by sector and government policies. Investors should familiarize themselves with applicable regulations to ensure compliance and consult legal or financial advisors with expertise in Vietnamese investment laws.
2.5. Conditions for Company Headquarters and Project Locations
Foreign investors must secure a legally valid location for their investment project through lease agreements for offices, houses, or land. These documents will be used for registering the company headquarters and implementing the project.
For manufacturing projects, investors must demonstrate eligibility for factory leasing and secure lease agreements within industrial parks or clusters.
2.6. Experience and Industry-Specific Requirements
Foreign investors must meet the conditions for conditional business lines applicable to foreign investment. For sectors such as trade and retail, investors must provide evidence of relevant experience in the proposed field of investment.
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1. Lawyer Vu Thi Phuong Thanh, Manager of TLA Law LLC, Ha Noi Bar Association
Email: vtpthanh@tlalaw.vn
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Email: tmle@tlalaw.vn.
-Doan Huyen My-