Guide to Setting Up a 100% Foreign-Owned Software Company in Vietnam

Jun 13

Vietnam is a leading destination in Southeast Asia for international tech investors. Notably, the software and IT sector allows 100% foreign ownership, enabling investors to establish companies entirely funded by overseas capital. In this article, DEDICA Law Firm provides a detailed, SEO-friendly guide to setting up a fully foreign-owned software company in Vietnam—from legal requirements to practical steps.

1. Can the software industry have 100% foreign ownership?

Yes. Under the 2020 Investment Law, fields like computer programming, software development, and IT system consultancy are not restricted for foreign investors. You can own 100% of the company without needing a local partner.

2. Steps to establish a 100% foreign‑owned software company

Step 1: Apply for Investment Registration Certificate (IRC)

Authority: Provincial Department of Planning & Investment (DPI) where your office will be based.
Documents: Project proposal, passport/business registration copy (legalised & translated), financial proof, address info.
Processing time: 10–15 business days.

Step 2: Apply for Enterprise Registration Certificate (ERC)

Company types: One-member LLC (for a single investor), Multi-member LLC or Joint-stock company for multiple investors.
Documents: Charter, member list, certified copy of IRC, investor’s legalised documents.
Processing time: 5–7 business days.

Step 3: Publish company information
Must publish company info on the National Business Registration Portal within 30 days of receiving the ERC.

Step 4: Create and register company seal
Engrave a round seal or name-stamp, and register it on the National Enterprise Registration Portal.

Step 5: Open foreign investment capital account & capital contribution

You must open a DICA capital account in a Vietnamese bank to transfer investment capital.
Deadline: Provide full capital in this account within 90 days of ERC issuance.

Step 6: Post‑incorporation procedures

Register tax account, digital signature, and invoice issuance.
Register social insurance for staff.
If the director or legal representative is foreign, obtain a work permit and temporary residence card.

3. Key considerations when setting up

Charter capital: No legal minimum, but recommended USD 30,000–50,000 for credibility and operational ease.
Legalised documents: All foreign legal documents (e.g. passports, business licenses) must be apostilled/legalised and translated into Vietnamese.
Office location: Cannot be in residential apartments or social housing. You need a commercial lease contract declared in registration documents.
Industry codes: Precisely specify codes like programming, software development, IT system consultancy, etc., per Vietnam’s national standard.
Company type:
- LLC is ideal for smaller operations with fewer investors.
- Joint‑stock companies are better for scaling and raising capital in the future.

4. FAQs

Can an individual foreign investor establish a software company in Vietnam?
Yes. A foreign individual can form a one-member LLC as the sole investor.
How long does the whole process take?
Typically 30–45 business days, assuming no need to obtain an investment policy decision.
Is leasing office space required before registration?
Yes. You must declare a business address when applying for both IRC and ERC.

5. Why choose DEDICA?

DEDICA Law Firm has successfully supported software investors from South Korea, Singapore, the USA, and China in setting up in Ho Chi Minh City, Da Nang, and Hanoi. Our full-service support includes:

Structuring parent-subsidiary or holding setups in Singapore/Hong Kong
Drafting software development agreements, NDAs, and outsourcing contracts
Advising on IP protection, branding, and copyright registration

Looking to establish a 100% foreign‑owned software company in Vietnam?
Contact DEDICA for transparent, expert legal assistance from our seasoned tech law team.

📞 Hotline: (+84) 39 969 0012 (WhatsApp / WeChat / Zalo)
🏢 144 Võ Văn Tần, Võ Thị Sáu, District 3, Ho Chi Minh City
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