Vietnam has established itself as a destination of real interest for foreign fund managers.
During the first half of 2025, nearly 2,000 new foreign investment projects were registered with newly registered capital, adjusted capital, and capital contributions/share purchases reaching 21.52 billion USD, up 32.6% year-on-year. This alongside a H1 GDP growth rate of 7.52%, the country is attracting a growing number of investors looking for access to Southeast Asia’s next phase of growth.
While headlines may point to strong macroeconomic signals, fund managers know that results depend on strategic execution. From legal setup and licensing to compliance and cultural fit, Vietnam rewards those who prepare.
Structuring with purpose
One of the most important early decisions is how to structure operations. Foreign investors commonly use Limited Liability Companies (“LLCs”) or Joint Stock Companies (“JSCs”), depending on the need for flexibility, access to capital, and regulatory permissions.
An LLC remains the preferred structure for most foreign fund managers due to its simplicity and limited liability. JSCs, on the other hand, offer benefits for those planning to raise capital or eventually list. Selecting the right legal form goes well beyond registration - it influences reporting, governance, and how easily the business can adapt or scale.
Licensing and compliance hurdles
Registering a company is not a single-step process. Investors must first secure an Investment Registration Certificate, followed by an Enterprise Registration Certificate. Post-licensing obligations, such as opening a direct investment capital account, injecting capital within 90 days, and tax registration, must also be carefully managed.
Additional approvals, called sub-licences, are required for regulated activities such as trading, food, education, or tourism. Delays or oversights in these areas are among the most common stumbling blocks for foreign investors.
Why planning matters
Success in Vietnam depends not only on the legal set-up but also on forward planning. For instance, many fund managers choose to operate via a holding company, allowing better tax outcomes, easier equity movements, and smoother future exits. However, this introduces another layer of legal and compliance work.
Taxation is another area where a localised approach matters. Vietnam operates under strict reporting rules with monthly or quarterly filings for VAT and personal income tax. Accounting must align with Vietnamese Accounting Standards, and larger entities will need to move towards IFRS in the years ahead.
Labour and local insight
Hiring foreign or local talent requires formal contracts, insurance contributions, and compliance with employment law. Foreign staff will generally need work permits and visa support, which can be a time-consuming process. Local teams bring strong value, but cultural alignment and legal compliance remain critical for long-term stability.
Download our practical handbook to Vietnam market entry
Foreign fund managers considering Vietnam will benefit from clear, practical guidance. That’s why we’ve developed a comprehensive handbook covering every stage of the process.
Key topics covered:
- Legal structures: LLCs, JSCs, branch offices, and BCCs
- Company set-up: licensing, compliance, and post-registration
- Sector approvals: trading, retail, education, food, and more
- Compliance: tax, accounting, and governance requirements
- Operations: employment, structuring, and long-term operational planning
