Your first 6 months after setting up a company in Vietnam — the hard part comes next (2026)

2026-10-26

A foreign-owned company can be set up in one or two months if your documents are in order. The real trouble starts afterwards: bank, tax, accounting, staff and rent. We checked the 2026 law and tax changes against official sources.

• Since March 2026 the Investment Registration Certificate (IRC) has a 10-working-day legal deadline, and you may set up the company first and get the IRC within 12 months.
• Charter capital must be paid in within 90 days via the 'investment capital account'.
• Purchases of 5 million VND or more must be paid non-cash to count for VAT credit and as a CIT expense (since July 2025).
• The business licence fee (môn bài) is gone from 2026, and household businesses no longer pay lump-sum tax — they declare actual revenue.
• Plan for 3–6 months of losses after opening and keep separate operating cash.

1. Company setup — what changed in 2026

A 100% foreign-owned company needs an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC). In HCMC the Department of Finance handles projects outside industrial zones; HEPZA handles projects inside industrial and export-processing zones.

The new Law on Investment (143/2025/QH15, from 1 March 2026) and Decree 96/2026 (from 31 March 2026) changed two things: the IRC deadline fell from 15 days to 10 working days, and you may now set up the company (ERC) first and obtain the IRC within 12 months. You cannot actually run the project until the IRC is issued.

⚠ Working days exclude weekends and holidays. One missing document restarts the clock, so budget two to three times the official time.

2. What to do in the month after the licence

Getting the certificate is not the end. These steps are not automatic:

• Capital: pay in charter capital within 90 days of the ERC date through the investment capital account (formerly DICA). New rules (Circular 38/2026) apply from 18 August 2026.
• Corporate bank account: banks often ask for documents again and again; it can take one week to two months.
• Tax: the enterprise code is your tax code, but you must set up a digital signature and e-invoices, notify your bank accounts and file VAT, CIT and PIT returns.
• Accounting: Vietnam uses its own standards (VAS) and a new accounting regime (Circular 99/2025) from 2026. Appoint a chief accountant or hire an accounting service.

3. Tax rules for 2025–2026 you must know

In a June 2025 VCCI survey of 1,368 household businesses, 94% had heard of the new e-invoice rules but only 11% clearly understood their obligations.

• The 5-million rule: any purchase of 5 million VND or more must be paid non-cash (bank transfer, card) to claim input VAT (from July 2025) and to deduct it for CIT (from the 2025 tax year). The old threshold was 20 million. Buying supplies in cash means no deduction.
• Business licence fee (môn bài) abolished from 1 January 2026 (Resolution 198/2025/QH15); it used to be 1–3 million VND a year.
• Household businesses (hộ kinh doanh): lump-sum tax ended in 2026; they self-declare actual revenue. Revenue up to 1 billion VND a year pays no VAT or PIT but must still be declared.
• E-invoices: household businesses above 1 billion VND, and businesses selling directly to consumers such as restaurants, retail and hotels, must issue e-invoices from cash registers connected to the tax authority (Decree 70/2025).

4. Why so many close within 6 months

Long-time business owners say 'eight out of ten struggle to last six months' (a common saying among local owners, not an official statistic). The reasons are usually the same:

• No customers at first — Vietnam runs on social media and word of mouth, which takes at least three months.
• Rent, wages, supplies, utilities and accounting fees keep going out every month anyway.
• Many founders budget only for fit-out, deposit and incorporation, and forget operating cash and marketing — so the money runs out just as customers start coming.
• Hidden costs: accounting and tax agents, visa extensions, work-permit renewals.

5. Managing staff — respect comes first

Anyone, anywhere, is hurt by being scolded loudly in front of others. In Vietnam, face (thể diện) matters a great deal, and good employees leave when this keeps happening. Praise in public, and give corrections privately and specifically.

Language gaps easily cause misunderstandings. Work with a trusted local manager, and keep your promises to staff from day one: a proper labour contract, social insurance and on-time pay.

6. Rent — your contract protects you

During past booms, shop rents in Phú Mỹ Hưng reportedly jumped sharply within months. Under the Civil Code (Articles 421 and 473), rent is whatever both sides agreed, and a landlord cannot raise it alone during a fixed term unless the contract allows it.

• Write an annual increase cap into the lease (e.g. max 5% a year).
• State the term, deposit refund conditions and early-termination penalties clearly.
• The Vietnamese version usually prevails — have the original checked, not just the translation.

7. Checklist before you start

• Plan operations before incorporating: what you sell, where, at what price, and your monthly fixed costs.
• Set aside at least six months of operating cash.
• Use local professionals for tax, accounting and labour from the start — messy books make it hard even to close the company later.
• Some sectors are closed or conditional for foreign investors; a new list applies from July 2026, so check your business line first.
• Visit the location at different times of day to see real foot traffic.

DFDL — Decree 96/2026 (Investment Law 2025) · Viet An Law — Decree 96/2026 · DFDL — Circular 38/2026 (investment capital account) · LuatVietnam — hóa đơn từ 5 triệu phải thanh toán không tiền mặt · LuatVietnam — bỏ lệ phí môn bài từ 01/01/2026 · Thời báo Tài chính — ngưỡng 1 tỷ đồng cho hộ kinh doanh · Znews — khảo sát VCCI 6/2025 · KPMG — Circular 99/2025 chế độ kế toán · LuatVietnam — chủ nhà tự ý tăng tiền thuê

General information only. Laws and taxes change often — check with a lawyer or tax adviser before signing or filing.