Start by defining the activity
Write down what the company will sell and who will pay: custom software, SaaS, IT consulting, an online marketplace, advertising, data services or payment processing. The label 'IT company' does not decide whether a service is regulated. Payment intermediary services and some e-commerce models can require separate approvals.
Foreign ownership and the investment route
Foreign investors can establish companies in Vietnam, subject to the Investment Law, market-access rules and any conditions for the selected business line. The competent authority must assess the precise activity and ownership structure. Do not rely on a general claim that all software services are unrestricted or that 100% ownership is always available.
Investment Law 2025 and certificates
Law No. 143/2025/QH15 took effect on 1 March 2026. Article 19 allows a foreign investor to establish an economic entity before applying for or amending an Investment Registration Certificate (IRC), provided the investor meets market-access conditions. This does not remove project approvals: under Article 29, if a project requires an IRC, the investor must obtain it before carrying out that project. Confirm the sequence for the exact activity and project with the competent authority or qualified counsel.
| Document | What it covers | What it does not prove |
|---|---|---|
| IRC | Investment project registration where required | It is not the enterprise's business registration |
| ERC | Creation and registration of the enterprise | It is not a licence for every regulated service |
| Sector-specific approval | Permission for a regulated activity where required | It does not replace immigration or employment documents |
| Work permit or exemption status | A foreigner's work authorization position | It is not a company registration certificate |
Prepare the filing questions
- Describe each service and the customers in Vietnam or abroad.
- Check market access and conditions for each business line.
- Confirm whether the project needs an IRC and the filing order for IRC and ERC.
- Document the investor, capital contribution, company address, legal representative and source of funds.
- After registration, confirm tax, accounting, e-invoice, banking and reporting obligations.
- Check separate requirements for payment services, online marketplaces, personal data and hiring foreign staff.
Capital, taxes and licences
There is no single capital amount that guarantees approval for every IT company. The proposed capital should be supportable for the business plan and paid according to the applicable schedule. Tax incentives under Vietnamese law apply only to qualifying entities, activities and conditions. They are not an automatic benefit for any company with 'IT' in its name. Confirm corporate income tax, VAT, invoicing and transfer-pricing obligations with a qualified accountant.
A website or app does not remove sector rules
If the company receives or transfers customer money, lends, exchanges currency, intermediates payments or runs a marketplace, check the relevant licence and e-commerce rules before launch. Software development alone does not make the business a licensed payment operator. Keep the customer flow, funds flow and contracts in the legal review.
Plan immigration and employment separately
Company ownership does not automatically grant a right to live or work in Vietnam. Work-permit exemptions have specific categories and evidence requirements. A residence card, work permit and enterprise certificates serve different purposes. Check each founder's and employee's status before they start work.
Practical next step
Give a Vietnam-qualified lawyer a one-page description of the services, ownership, target customers, payment flow and launch city. Ask for a written list of required certificates, filing order, official fees, expected documents and post-registration deadlines. Do not pay a consultant who promises an unconditional approval.
Questions and answers
Can a foreigner own 100% of a software company?
It depends on the exact business line and market-access conditions. Have the proposed services and ownership checked before filing.
Do I need both an ERC and an IRC?
The requirement and filing sequence depend on the investment project and business activity. Ask the competent authority or qualified counsel to confirm.
Does an ERC let me process payments?
No. A company registration certificate is not a payment-services licence.
Is every IT company eligible for tax incentives?
No. Incentives apply only when an entity and activity meet the legal conditions.
Does registering a company give the founder a work permit or visa?
No. Company, work authorization and immigration status are separate matters.
What should I prepare before hiring a consultant?
A precise service description, ownership structure, customer and payment flows, proposed address, capital plan and launch date.