Opening a Shop or Restaurant in HCMC 2026: Company or Lease First? Pre-Signing Checklist

2026-10-26

When opening a restaurant or shop in Ho Chi Minh City, the order that loses the least money is: prepare the company, then sign the full lease, then fit out, then get permits. Before signing, check the building papers, permitted use, fire safety, food safety and signage, and make sure the lease covers deposit, rent increases, termination and tax. Since July 2026, holding company shares in someone else's name is explicitly banned.

• Signing the full lease first can mean paying rent for months while your licence is pending. Use a conditional lease tied to your permits.
• Apartments in residential condos (chung cư) cannot be used as shops or offices (Housing Law 2023). Check the building's papers and use first.
• Restaurants with 100 m² or more of service area fall under fire-safety management (Decree 105/2025) and need a food safety certificate.
• An individual landlord earning up to 1 billion VND (about $38,800) a year in rent pays no VAT or PIT (Decree 141/2026). Above that, write into the lease who pays the tax.
• There is no general legal minimum capital. 3 billion VND is only the line for work-permit exemption and investor visas, and whatever capital you register must really be paid in within 90 days.
• From 23 July 2026 nominee shareholding is banned, and failing to supplement beneficial-owner data can bring fines of up to 100 million VND (about $3,900).

1. Company first or shop first? Getting the order right

Rent starts the day you sign the lease. But a foreign-owned company can take months: Investment Registration Certificate (IRC), Enterprise Registration Certificate (ERC), capital transfer, work permit and residence card. Without a company it is hard to get VAT invoices in the company's name for fit-out and furniture, and hard to book those costs later. Registration steps, timelines and the 2026 tax rules are covered in our company setup guide.

You also can't simply set up the company with no premises in mind. A company needs an address, and for location-based businesses like restaurants the investment file often has to show where the project will operate (a lease or a lease commitment letter). In practice, people link the two steps.

⚠ Address-only virtual offices are cheap, but if the tax office checks and finds no real business there, it can issue a notice that the company is not operating at its registered address, and e-invoice use can be stopped. Make sure it is a real space with staff who receive official letters.

2. Checking the premises before you sign: building, use, papers

• Building papers: check that the owner named on the land/house certificate (the so-called pink book) is the person signing. If not, get the owner's power of attorney.
• Sub-lease risk: under Article 475 of the Civil Code 2015, a tenant may sub-lease only with the owner's consent. Without the owner's written consent, your lease can be challenged.
• Permitted use: using a condo apartment (chung cư) as an office or shop is prohibited by Article 3 of the Housing Law 2023. Confirm it is a commercial floor or a street-front townhouse (nhà phố).
• Renovation: removing walls, extensions or large sign structures may need permits. Write down in the lease what works the owner allows.
• On site: visit several times to see evening and weekend foot traffic, motorbike parking, and whether the street floods in the rain.
• Mortgage and sale: ask whether the building is mortgaged to a bank, and add a clause on what happens to your lease if the building is sold.

3. Fire safety (PCCC), food safety (ATTP) and signage

Required permits depend on your business type and size. Below is the big picture for a restaurant.

• Sign size (Advertising Law, Article 34): horizontal signs up to 2 m high and no longer than the building front; vertical signs up to 1 m wide and 4 m high (not taller than the floor).

⚠ Food safety rules changed in 2026 when a new decree was issued and then suspended twice. Re-check with the authority right before you apply.

4. Clauses your lease must include

• Deposit: how many months, when and on what conditions it is returned, and exactly how much restoration (removing your fit-out) is required.
• Rent increases: there is no legal cap on commercial rent increases. Write in a maximum yearly % or a fixed-rent period.
• Term, renewal and fit-out: make the first term long enough to recover your fit-out, and agree on renewal priority, renewal increases and a rent-free fit-out period.
• Early termination: who can end the lease, in which cases, and the penalty. Add a clause allowing termination if your permits are refused.
• Tax: if the landlord is an individual, rental income up to 1 billion VND (about $38,800) a year is free of VAT and PIT (Decree 141/2026, applied from 1 January 2026). Above that, tax is due, and if the lease says so, your company as tenant can declare and pay it on the landlord's behalf. State whether rent includes or excludes tax.

⚠ To book rent as a company expense you need the lease, bank transfer records and tax documents. Avoid paying cash and ask your accountant which papers you need before signing.

5. Capital in 2026: the truth about ‘you must put in 3 billion VND’

Most business lines have no general legal minimum capital. Some conditional sectors do have their own thresholds, and at investment registration the authorities may ask questions if your capital looks too small for your plan.

What matters is that registered capital must really be paid in. Under the Enterprise Law 2020, capital is due within 90 days of the ERC, and foreign investors transfer it through a direct investment capital account (DICA). If it is not fully paid on time, you must register a reduction to the amount actually paid. From 18 August 2026, under State Bank Circular 38/2026, this account is called the 'investment capital account' and can be opened even before the IRC (with limited permitted uses until then).

3 billion VND (about $116,000) is not a minimum but two thresholds. First, an LLC owner or member contributing 3 billion VND or more is exempt from a work permit (Decree 219/2025, effective 7 August 2025). Second, investor visa classes: 3 to under 50 billion VND is ĐT3 (temporary residence card up to 3 years), under 3 billion VND is ĐT4. If you register 3 billion VND for the visa, you must actually send that money.

⚠ Don't send capital and then withdraw it in cash to hand back just to tick a box. Bank and tax records show everything.

6. Nominee and beneficial-owner rules since July 2026

Many people used to set up a company in a Vietnamese person's name and later have the foreigner buy the shares (the indirect route). Decree 296/2026, effective on its issue date of 23 July 2026, explicitly bans contributing capital as a nominee on someone else's behalf.

The real owner (beneficial owner) must also be declared: anyone holding 25% or more of capital or voting rights; if none, whoever actually controls the company; failing that, the top manager. Foreigners are included. Under Decree 288/2026 (effective 21 July 2026), a company founded before 1 July 2025 that fails to supplement beneficial-owner data can be fined 70 to 100 million VND (about $2,700 to $3,900).

• A side agreement saying ‘this company is really mine’ is not protection; it can become evidence of a nominee arrangement.
• If you partner with a Vietnamese co-owner, put real contributions, roles, profit sharing and exit terms clearly into the charter and contracts. Trust plus accurate paperwork protects both sides.
• Under Decree 296/2026, a foreign investor may in some cases register the company first with a written commitment to meet market-access conditions instead of an IRC copy. Failing those conditions causes problems later, so check your business line first.

7. Work permit costs and owners who work in the shop

Even a company director needs a work permit to work in the shop (unless exempt, e.g. an owner contributing 3 billion VND or more). In HCMC the government fee for a new work permit is about 600,000 VND (about $23) under City People's Council Resolution 09/2022.

Agency fees vary widely because of everything around the government fee: criminal record certificates, consular legalisation and certified translation, health checks, fixing rejected papers, and how many middlemen are involved. Ask for quotes that separate the government fee, the service fee and out-of-pocket costs.

⚠ Never accept offers to ‘arrange’ a criminal record certificate. Forged documents are a far bigger problem than a refused work permit.

Thị trường Tài chính Tiền tệ — Nghị định 296/2026/NĐ-CP sửa đổi Nghị định 168/2025 về đăng ký doanh nghiệp · Luật sư Việt Nam (lsvn.vn) — Không kê khai chủ sở hữu hưởng lợi có thể bị phạt 100 triệu đồng (NĐ 288/2026) · Luật sư Việt Nam (lsvn.vn) — Dự thảo điều chỉnh quy định ngoại hối trong đầu tư nước ngoài (tài khoản DICA) · Tạp chí Kinh tế Tài chính — Cho thuê bất động sản dưới 1 tỷ đồng/năm vẫn phải thông báo doanh thu (NĐ 141/2026) · Luật sư Việt Nam (lsvn.vn) — Chính sách thuế mới với hộ, cá nhân cho thuê bất động sản (khai thay của bên thuê) · Đại biểu Nhân dân — TP.HCM: UBND phường, xã cấp giấy chứng nhận an toàn thực phẩm từ 1/8/2026 · Cổng PBGDPL Cần Thơ — Tạm ngưng hiệu lực Nghị định 46/2026/NĐ-CP về an toàn thực phẩm · LuatVietnam — Danh mục cơ sở thuộc diện quản lý về PCCC (Nghị định 105/2025) · Thư viện Pháp luật — Luật Đầu tư 2025 số 143/2025/QH15 · Thư viện Pháp luật — Decree 219/2025/ND-CP on foreign workers in Vietnam · Tiền Phong — Làm biển hiệu thế nào để không bị phạt (tiếng Việt, chữ nước ngoài) · Cổng PBGDPL Cần Thơ — Các hành vi bị nghiêm cấm theo Luật Nhà ở 2023 · DFDL — Circular 38/2026 (investment capital account)

General information only. Checked as of 26 October 2026, but laws and guidance change often and may apply differently by business line, building and area. Confirm with a lawyer, an accountant and the relevant authority before you sign or send money.