Setting up a company in Viet Nam involves a range of strategic and operational decisions, from choosing the right location and legal structure to managing compliance and occupancy costs. This guide will outline the fundamental considerations, including market entry planning, office and retail site selection, regulatory requirements, and expansion strategy.  

Table of Contents 1. Phase 1: Head Office Selection and Strategy 1.1 Legal and Technical Property Due Diligence 1.2 Aligning Office Structure with Financial Objectives 2. Phase 2: Legal Entity Creation (Incorporation) 2.1 Business Registration Document Checklist 3. Phase 3: Mandatory Compliance Requirements (First 30 Days) 3.1 Physical Inspections and Compliant Office Risks 3.2 Selecting A Commercial Banking Partner 4. Phase 4: Corporate governance and budget allocation 4.1 Charter capital capitalisation and CapEx Budgeting 4.2 Internal Governance Consolidation 5. Phase 5: Portfolio Expansion 5.1 Workplace Strategy and Space Planning 5.3 Legal Procedures for New Business Locations 5.4 The Executive Roadmap: Overview Snapshot 6. Conclusion

1. Phase 1: Head Office Selection and Strategy 

A corporate headquarters is one of the most important decisions in the company setup process. More than just an address on a business card, it directly impacts a company's legal status, talent acquisition capabilities, and brand perception among clients and partners. As such, location planning should be carefully considered before submitting business registration applications.  

1.1 Legal and Technical Property Due Diligence 

Ensuring that the commercial premises meet legal standards to secure business registration certificates and tax codes is a critical strategic step. In practice, this verification requires a clear distinction between the overall operational conditions of the building and the compliance status of the specific leased area.  

Core legal documents for commercial buildings: 

To legally operate and lease commercial properties, a building must possess the following essential documents:  

Official building inspection approval: The property must have an official Notification of Inspection Results for the Acceptance of Completed Construction Components (Form VIII, Decree 207/2026/NĐ-CP), signed and stamped by the Ministry of Construction or the Department of Construction, depending on the project's approval level.  

Zoning and Functional Approvals: The intended usage of the entire building and each leased area must strictly comply with the approved project documentation, related amendment decisions, and the 1/500 detailed zoning map.  

Compatibility of the leased area with business registration goals

During the company setup process, enterprises should conduct on-site inspections alongside a review of the building's master file to identify and mitigate common administrative risks, including: 

Property type alignment: Commercial spaces must be strictly differentiated from residential apartments or individual houses within purely residential zones, as residential properties are not legally permitted to serve as commercial business addresses.  

Tax authority accessibility: The direct tax authorities will conduct physical inspections to verify the corporate headquarters. Clear accessibility and physical authenticity of the leased space are mandatory to prevent the risk of tax code revocation due to "non-existent address" violations.  

Important note: Market realities show that many virtual office providers do not meet the legal requirements for business registration. Enterprises must clearly distinguish between a legally valid registered address and a simple mail-forwarding service. 

1.2 Aligning Office Structure with Financial Objectives 

Optimising real estate costs remains a primary challenge for founders during the initial company setup phase. Businesses must conduct a deep cost-structure analysis, balancing initial CapEx and ongoing OpEx, to choose a workspace model aligned with their long-term financial strategy:  

Traditional office spaces (Grade A/B/C)

These require substantial upfront capital for design, fit-out works, equipment procurement, and long-term security deposits (typically 3 years or more). However, they offer an ideal solution for building a long-term corporate identity, ensuring absolute data security, and providing a stable environment for a large workforce.  

Flexible/Serviced Offices (Co-working spaces)

These provide an agile solution for managing operational expenditure (OpEx) during the initial business setup phase. Infrastructure, equipment, reception, and internet services are typically included within the rental package, helping reduce upfront costs. This model is well suited to newly established companies, foreign representative offices exploring the market, and startups with fluctuating headcounts.   

2. Phase 2: Legal Entity Creation (Incorporation)  

This stage officially establishes the corporate legal entity. Under Decree 168/2025/NĐ-CP on business registration, the entire process in Viet Nam is executed digitally via the National Business Registration Portal.  

Important Operational Note: Prior to filing for incorporation or immediately after securing the Enterprise Registration Certificate (ERC), depending on industry-specific laws, businesses must obtain mandatory approvals, sub-licenses, or professional permits from competent regulatory bodies. For example, F&B businesses require a Certificate of Eligibility for Food Safety, while educational institutions require approved training curricula and educational operation permits.  

2.1 Business Registration Document Checklist

Documentation requirements vary based on the chosen corporate structure. Below is the standard documentation matrix:  

Key Considerations for Business Lines:

• Use Vietnam Standard Industrial Classification (VSIC) codes in accordance with Decision 36/2025/QĐ-TTg.  
• Identify any conditional business lines in advance, as sectors such as finance, education, and healthcare require additional licences.  
• If international trade is planned, register import-export and foreign trade business lines from the outset. 
• Processing time: 3 working days from receipt of a complete and valid dossier.  

3. Phase 3: Mandatory Compliance Requirements (First 30 Days) 

Companies are required to complete the following compliance actions within 30 days of receiving the ERC:  

3.1. Physical Inspections and Compliant Office Risks

Tax authorities may conduct site inspections to verify a company's registered headquarters. Many newly established businesses encounter challenges at this stage due to non-compliant premises: 

• Substandard office buildings or residential properties may not permit the installation of corporate signage in accordance with regulatory requirements.  
• The absence of a suitable reception or meeting area for inspections may raise compliance concerns and delay tax registration procedures.  
• If the registered address does not accurately reflect the operating location or cannot be verified, the Department of Planning and Investment (DPI) may take administrative action, including revocation of the Enterprise Registration Certificate (ERC).  

3.2 Selecting A Commercial Banking Partner 

Selecting a banking partner involves more than comparing transaction fees. Businesses should assess a bank's ability to support operational efficiency, compliance, and future growth. 

Key considerations include:  

Integration capabilities with corporate accounting and ERP systems, such as MISA, FAST, and Bravo. 

Functionality of corporate internet banking platforms, including multi-level approval workflows, transaction controls, and user access management. 

Branch network coverage, particularly for businesses that require frequent cash handling or in-person banking services. 

Efficiency of foreign currency transactions, including international payments, trade settlement, and import-export activities. 

4. Phase 4: Corporate governance and budget allocation 

Once administrative setup is complete, enterprises transition into building their operational baseline. During this phase, many business owners focus heavily on commercial activities and neglect critical legal obligations.  

4.1 Charter capital capitalisation and CapEx Budgeting

Under the Law on Enterprises 2020, members and shareholders must fully contribute their registered charter capital within 90 days of the ERC issuance date. This remains one of the most frequently violated regulations due to poor tracking.  

Consequences of non-compliance include the requirement to reduce registered capital to the amount actually contributed and the imposition of administrative penalties under Decree 122/2021/NĐ-CP. Commercial transactions conducted using the uncontributed portion of capital may also be declared legally void. 

4.2 Internal Governance Consolidation 

Essential internal documents that must be issued early include:  

Internal Labour Regulations (ILRs): Mandatory for enterprises with 10 or more employees; these must be formally registered with the local labour authority.  

Collective Labour Agreement (CLA): If an employee representative organisation exists, negotiations and signing must follow the Labour Code.  

Labour Contracts: Must be executed in writing with all employees, specifying the contract type (definite or indefinite term).  

Management Appointment Decisions: Formal resolutions for the Director/General Director and Chief Accountant (if applicable).  

Social Insurance Compliance Note: Within 30 days of hiring the first employee, the enterprise must register for compulsory Social Insurance, Health Insurance, and Unemployment Insurance. The current statutory contribution require the employer to pay 21.5% and the employee to pay 10.5% of the insurance-eligible salary basis. Detailed guidelines can be verified on the Electronic Social Insurance Portal (baohiemxahoi.gov.vn).  

5. Phase 5: Portfolio Expansion      

Following your company setup, a workspace strategy will become increasingly complex, requiring a balance between shifting headcount, increasing lease costs, location expansion, and new legal obligations. Property selection transitions from a matter of basic square footage to a rigorous evaluation of spatial efficiency, commercial performance, and long-term asset alignment. A structured corporate real estate strategy is essential to control costs and support sustainable growth. 

 5.1 Workplace Strategy and Space Planning  

Modern enterprises utilise smart workspace strategies to reduce office occupancy costs by 20 to 40%:  

• Hot-desking: Eliminates fixed seating, making it ideal for hybrid or highly mobile sales teams while saving 20–40% on net internal area (NIA).  
• Activity-Based Working (ABW): Organises workspaces by task types (deep focus, collaboration, meetings, relaxation) rather than rigid departments. This model is widely adopted by multinational corporations in Viet Nam.  
• Hub and Spoke: Combines a central corporate headquarters with satellite workspaces situated closer to employee residential clusters, reducing commute times and driving productivity.  

5.2 Retail Leasing and Business Expansion 

Expanding a retail footprint is a high-stakes strategic decision. A poorly positioned site can undermine a company setup or expansion strategy, regardless of the strength of the product offering or marketing efforts. 

Key Metrics: 

Target footfall density: Analysis must focus on the concentration of the brand's specific target demographic, rather than raw pedestrian traffic.  

Visibility and accessibility: Street frontage, signage exposure, proximity to transit hubs/metro stations, sidewalk depth, and motorcycle parking capacity (a localisation factor unique to Viet Nam).  

Total occupancy cost: Base rent + service charges + fit-out amortisations + utility/security expenses + VAT + the opportunity cost of escrowed security deposits.  

Lease structure terms: Ensure the inclusion of a Right of First Refusal (ROFR) for renewals and strict caps on rent escalations across terms.  

Technical Infrastructure: Power capacity, HVAC compatibility (essential for F&B operations), fibre-optic readiness, and Fire Fighting & Prevention (FFP) compliance, which dictate initial CapEx and ongoing OpEx.  

5.3 Legal Procedures for New Business Locations 

When expanding beyond the primary headquarters, enterprises must execute the following workflows:  

Business location notification: Submit documentation to the Business Registration Office within 10 days of the internal resolution to establish the new location.  

Tax authority registration: Register with the local Tax Department supervising the new jurisdiction.  

Industry permits: Secure necessary operational sub-licenses (e.g., Food Safety Certificates for F&B, or retail distribution licenses where applicable).  

Signage compliance: Erect physical signage at the new location in strict accordance with advertising regulations.  

With an extensive commercial real estate portfolio across prime locations, Savills Vietnam supports enterprises in structuring network expansion strategies, from market research and location intelligence to lease negotiations. Learn more about Savills Commercial Property Services.  

5.4 The Executive Roadmap: Overview Snapshot  

The corporate establishment process in Vietnam is not a linear sequence, but an integrated overlay of legal compliance and operational property strategies. This visual matrix tracks parallel workflows to help executives allocate resources and meet critical milestones

6. Conclusion   

Navigating company setup and stabilising daily operations involves a continuous series of strategic choices. Sustainable growth requires an uninterrupted vision that binds regulatory compliance and transparent financial systems to efficient real estate portfolio management.  

Selecting the right location for a headquarters or retail network, combined with a professional workspace layout, serves as a powerful lever. It drives employee productivity, secures administrative safety, and builds brand equity among clients and international partners.  

Regardless of where you are in the process, from selecting a headquarter location, or expanding a retail network, careful planning can help reduce risk and support long-term success. 

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