Setting Up a Company: What to Prepare – Type, Capital, Business Lines

Setting up a company is not difficult in terms of procedure. The part worth investing time in is the decisions made before filing the dossier: which company type to choose, whose name goes on it, how much capital, and which business lines to register. Choosing correctly from the start helps the business run more smoothly and means fewer registration changes later.

This article is for people preparing to open a company for the first time, or business owners who want to set up an additional legal entity. Below are the seven things to settle, in the order they should be done.

1. Choose a suitable company type

The 2020 Law on Enterprises provides the following common company types. Each differs in the number of owners and the scope of liability.

There is no “best” type for every case. Choose according to the plan for the next 2–3 years: whether capital will be raised, whether several people will contribute together, and whether there will be foreign partners.

2. Founders and the legal representative

Founders: organizations and individuals have the right to establish an enterprise, except in the cases under Article 17 of the Law on Enterprises (as amended by Law No. 76/2025/QH15), for example cadres, civil servants and public employees under the law on cadres, civil servants and public employees (with exceptions under the law on science, technology and innovation). If anyone in the founding group works at a state agency, this point should be checked carefully first.

Legal representative: may be the director, the chairperson or another person as provided in the Charter. The enterprise must ensure there is always at least one legal representative residing in Vietnam (clause 3, Article 12). The legal representative signs many important documents, so choose someone who actually runs the business and knows its affairs.

3. Naming the enterprise

An enterprise name consists of the company type and a proper name; it must not be identical to or cause confusion with a registered enterprise, and must not use prohibited wording (Articles 37–41 of the 2020 Law on Enterprises). It should be searched in advance on the National Business Registration Portal, and 2–3 backup name options prepared.

If the name is tied to a brand intended for long-term use, consider also protecting it as a trademark, because registering an enterprise name and registering a trademark are two different procedures.

4. Head office

The head office must be located in the territory of Vietnam and have a defined address (Article 42). Before signing a lease, check:

• The landlord’s documents on the right of use or the right to lease.
• Whether the building’s designated function allows offices.
• If the activities involve production, warehousing or receiving many visitors: fire prevention and environmental requirements at the location.

The head office address is also tied to the managing tax authority. Moving the head office to another province later will trigger tax procedures, so choose a stable location from the start.

5. Business lines

Enterprises are free to do business in lines that the law does not prohibit (Article 7 of the 2020 Law on Enterprises). Law on Investment No. 143/2025/QH15 provides for business lines prohibited from investment and business (Article 6) and conditional investment and business lines (Article 7 and Appendix IV, effective from 1 July 2026).

A point to distinguish: being able to register a business line does not mean the conditions to operate are already met. For conditional lines, the enterprise must also meet the conditions or hold a license under sector-specific law, for example food safety, fire prevention and fighting, travel services, education.

A sensible approach: list the activities that will actually be carried out in the first 1–2 years, check each activity against the list of conditional lines, and only then finalize the list of lines to register.

6. Charter capital and the deadline to contribute capital

The 2020 Law on Enterprises sets no general minimum capital. Some conditional business lines have their own capital requirements under sector-specific laws, which must be checked for the specific line.

What to remember is the capital contribution deadline: members, owners and shareholders must contribute the registered capital in full within 90 days from the date the Enterprise Registration Certificate is issued (clause 2, Article 47; clause 2, Article 75; clause 1, Article 113). Failing to contribute in full without registering an adjustment of capital may be treated as falsely declaring charter capital, an act prohibited under clause 5, Article 16 (as amended by Law No. 76/2025/QH15).

Therefore, register a capital level that fits the ability to actually contribute and the operating needs, and do not choose a large number merely to “look strong”.

7. Beneficial owner information

From 1 July 2025, Law No. 76/2025/QH15 adds the concept of beneficial owner: an individual who actually owns the charter capital or has the power to control the enterprise. The company registration dossier includes a list of beneficial owners, if any (Articles 20, 21, 22 as amended), and the enterprise must collect, update and retain this information.

The specific criteria are in Article 17 of Decree No. 168/2025/NĐ-CP (amended and supplemented by Decree No. 296/2026/NĐ-CP). If the ownership structure has multiple layers or involves someone contributing capital on another’s behalf, this should be clarified before filing the dossier.

Dossier and steps to set up a company

Post-setup matters on tax, invoices and accounting are covered in the article What a Newly Established Enterprise Needs to Do on Tax and Accounting. If any member is a foreign investor, see the article Foreign-Invested Company Setup: Steps Under the 2025 Law on Investment, because the procedure includes an additional investment component.

Points that often need correcting after setup, and how to avoid them

• Business lines missing or excessive: check against actual activities before registering.
• Registered capital beyond the ability to contribute: choose a capital level based on what can be contributed within 90 days.
• Head office unsuited to the building’s function: check the property documents before signing the lease.
• Legal representative rarely present: choose someone who actually runs the business, or consider adding a representative under the Charter.

How Thái Tín helps with company setup

Thái Tín advises from the start on choosing the company type, ownership structure, legal representative, business lines and capital level, based on your real business plan. A suitable partner prepares the dossier from the information you provide; Thái Tín reviews it, coordinates and follows through until the agreed scope is completed.

We also advise large enterprises, enterprises with large workforces and foreign-invested enterprises, so post-setup matters such as labor records and social insurance can be planned in advance. For an enterprise going through its whole life cycle, from setup to the point when it needs to close in an orderly way, there is one coordinating contact to follow it.

Planning to open a company? Send the intended business lines and the number of people contributing capital, and Thái Tín will advise on the company type and the list of things to prepare.

Questions and answers

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Company Setup Foreign-Invested Company Setup: Steps Under the 2025 Law on Investment Accounting and Tax What a Newly Established Enterprise Needs to Do on Tax and Accounting Labor & Social Insurance Labor and Social Insurance Records for Enterprises with Many Employees