Company Registration Authority in Vietnam from 2025

Company formation is a legal procedure carried out by the owner/ member/ shareholder of the company to obtain an enterprise registration certificate from the competent authority. Establishing a company legalizes business activities. The formation of a company must comply with legal regulations and follow the correct procedures to ensure legal validity and effective business operations. In the following article, Viet An Law will provide our clients with general legal advice on the company registration authority in Vietnam in 2025 to receive company formation dossiers.

Company registration authority in Vietnam from 2025

• According to clause 1, article 31 of Decree No. 01/2021/ND-CP, the business registration office under the Department of Planning and Investment is the authority responsible for receiving business registration dossiers. Applicants for business registration under the provisions of Decree No. 01/2021/ND-CP shall submit their dossiers to the business registration office where the enterprise is headquartered.
• According to Official Letter No.05/CV-BCDTKNQ18 of 2025, supplementing and completing the plan for organizing specialized agencies under the provincial and district people’s Committees by the Steering Committee for summarizing the implementation of Resolution No.18-NQ/TW of 2017, localities shall complete the plan for organizing specialized agencies under the provincial and district People’s Committees. In particular, according to subsection 1, section I Official Letter No. 05/CV-BCDTKNQ18 of 2025, five provincial specialized agencies shall retain their names as follows:
  • Retain the name Department of Finance after merging the Department of Planning and Investment and the Department of Finance.
  • Retain the name Department of Home Affairs after merging the Department of Labor, Invalids and Social Affairs, and the Department of Home Affairs.
  • Retain the name Department of Construction after merging the Department of Transport and the Department of Construction. In case of merging the Department of Planning and Architecture into the Department of Construction, retain the name Department of Construction.
  • Retain the name Department of Science and Technology after merging the Department of Information and Communications and the Department of Science and Technology.
  • Retain the name Department of Culture, Sports and Tourism after receiving the state management function of press and publishing from the Department of Information and Communications.
• Accordingly, the tasks under the authority of the Department of Planning and Investment will now be sent to the Department of Finance (after the merger of the Department of Planning and Investment and the Department of Finance). Thus, the authority to receive company formation dossiers in 2025 is transferred from the Department of Planning and Investment to the Department of Finance.
• The new Decree No. 68/2025/ND-CP has reinstated the current authority for business registration as the business registration agency under the Department of Finance of the province or city where the business is located (for businesses located outside industrial parks and export processing zones).

Conditions for company formation in Vietnam from 2025 under Decree 68/2025/ND-CP

Subjects of company formation

• According to the provisions of the Law on Enterprises 2020 No. 59/2020/QH14, any individual, regardless of nationality and residence, whether Vietnamese or foreign, has the right to establish and contribute capital to a company, provided they do not fall under the prohibited cases specified in the regulations.
• If the subject of establishment is an individual, that individual must have full civil capacity to ensure they can be responsible for the company they establish.
• In the case of a foreign individual establishing a company in Vietnam, they must carry out investment registration procedures according to the legal provisions to be granted an investment registration certificate.

Note: Subjects not entitled to establish a company

• Officials, civil servants, public employees, and military officers are prohibited from establishing enterprises to prevent corruption, unfair competition, and negative impacts on their duties and public service.
• Individuals who are restricted or deprived of citizenship rights.
• Organizations using state budget funds for improper purposes, aiming to create private or group benefits. Additionally, there are other cases specified in article 18 of the Law on Enterprises 2014 No.68/2014/QH13.

Types of company

Currently, there are two types of companies:

• Joint-stock company;
• Partnership.

Naming the company

Certain principles must be followed when naming a company according to the law:

• The company name must be written in Vietnamese, which may include numbers and symbols, must be pronounceable, and must have at least two components: “Company type + proper name”.
• The name must not be identical to or confusing with existing companies.
• The company name can be in a foreign language or abbreviated.
• Do not use symbols or words that violate cultural, historical, ethical, and traditional values of the nation.
• Do not use the names of state agencies, political organizations, social organizations, or units of the people’s armed forces as part of or the entire name of the enterprise, unless approved by those agencies, units, or organizations.

Company headquarters

The company headquarters must meet the following conditions:

• Must be located within the territory of Vietnam.
• Must have a specific address including house number, street name (alley), commune, ward, town, district, city under provincial authority, province, or centrally-run city.
• If the company headquarters does not have a house number or street name, the business registration dossier must include a confirmation from the local authority that the address does not have a house number or street name.
• The headquarters cannot be located in an apartment building or collective housing.

Business registration sectors

A company has the right to engage in any business sector as permitted by law. However, the company must meet the necessary conditions for conditional business sectors.

Charter capital

• For business sectors that do not require statutory capital, the law does not specify a minimum capital amount, which will depend on the actual scale of the company.
• For business sectors that require statutory capital, the company must declare the charter capital at least equal to the minimum amount specified for that business sector.
• The law does not specify a maximum charter capital.

In practice, the company does not need to prove this capital amount, but legally, the registered capital is the basis for the company to commit to paying its debts. The company pays business license tax based on its charter capital, specifically:

• Company capital over 10 billion VND: Business license tax is 3 million VND/year.
• Company capital of 10 billion VND or less: Business license tax is approximately 2 million VND/year.

Legal representative

According to Article 12 of the Law on Enterprises 2020 No. 59/2020/QH14:

• The legal representative must be an individual, at least 18 years old, with full civil capacity, and the legal representative of the enterprise does not necessarily have to be a capital contributor in the company.
• The legal representative of the company can be either Vietnamese or foreign. The company’s charter specifies the number, management titles, and rights and obligations of the company’s legal representative.
• Titles of legal representatives include: Chairman of the Board of Directors, Chairman of the Company, Chairman of the Members’ Council, General Director, Director, and other management titles as specified in the company’s charter.
• If the enterprise hires a legal representative, there must be an employment contract and an appointment decision.
• Limited liability companies and joint-stock companies can have one or more legal representatives.

Documents for company registration in 2025 under new Decree and Circular

Documents for registration of a joint stock company

• Application for business registration.
• Draft charter of the joint stock company.
• List of founding shareholders.
• Valid copies of identification documents of the company’s shareholders and legal representative: Valid ID card or passport for individuals; or business registration certificate for organizations (except for organizations that are ministries/provincial People’s Committees), along with valid identification documents and authorization decision of the authorized representative of the organization.

Documents for registration of a single limited liability company (Circular 168/2025/TT-BTC)

• Application for Registration of a single Limited Liability Company.
• Company Charter.
• List of Ultimate Benificial Owners (if any).
• Valid copies of identification documents of the owner and legal representative of the company (ID card/Citizen ID/Passport).
• If the owner is an organization, it is necessary to submit the establishment decision/business registration certificate or equivalent documents and valid copies of identification documents of the authorized representative managing the capital contribution.
• Investment registration certificate for cases where the company is established by foreign investors or economic organizations with foreign investment, as prescribed by the Investment Law and guiding documents.
• Authorization document of the owner to the authorized person in case the company owner is an organization.
• Authorization document for the organization/individual to carry out the procedures.

Documents for registration of a multi-member limited liability company (Circular 168/2025/TT-BTC)

• Application for registration of a multi-member limited liability company
• Company Charter.
• List of Company Members.
• List of Ultimate Benificial Owners (if any).
• Valid copies of identification documents of the company members and the legal representative of the company (ID card/Citizen ID/Passport).
• If the owner is an organization, it is necessary to submit the establishment decision/business registration certificate or equivalent documents and valid copies of identification documents of the authorized representative managing the capital contribution; Authorization document of the organization to the individual managing the capital contribution.
• Investment registration certificate for cases where the company is established by foreign investors or economic organizations with foreign investment, as prescribed by the Investment Law and guiding documents.
• Authorization document for the organization/individual to carry out the procedures.

This is an analysis of the company registration authority in Vietnam in 2025 to receive company registration documents. If you have any related questions or need advice on legal regulations, please contact Viet An Law for the best support!