Establishing company in HCMC in 2026: the rules, the steps and the registered address, for foreign founders

Since March 1, 2026, foreign founders establishing company in HCMC can register the company before the investment certificate arrives, under the Law on Investment 2025. That shortens the start and opens a 90-day capital deadline and a 12-month deadline for the certificate. The registered address is the item a tax officer can still check afterward. Dreamplex’s three virtual office packages start at VND 700,000 a month.

Establishing company in HCMC as a foreign founder works differently in 2026 than it did a year ago. Since March 1, 2026, the Law on Investment lets you incorporate the company before your investment certificate arrives. That shortens the preparation, but it also starts two clocks, and the office address remains the part a tax officer can check later.

The short version is that a company can exist within days of filing. The address is cheap to get right and costly to get wrong, and the sequence matters more than the speed. Dreamplex enters at the address step, where its three virtual office packages differ less in the address than in what comes with it.

A foreign founder has more to settle than a local one, including an investor test, a sector list, a capital account and sometimes a second certificate. Verify the sector first, then choose the route, settle the address and move capital through the bank account the State Bank requires. Each legal point below names its source, so your lawyer can verify it in minutes.

Establishing company in HCMC in 2026: the rules foreign investors work under

Foreign founders establishing company in HCMC work under three layers of law. The Law on Investment 2025, numbered 143/2025/QH15, took effect on March 1, 2026.

According to Acclime, its Article 19.2 lets a foreign investor set up a company before the investment registration certificate (IRC) is issued. Decree 96/2026/NĐ-CP implements that law. Invest Vietnam dates it to March 31, 2026 and says it replaced Decree 31/2021/NĐ-CP.

Company registration itself still follows the Law on Enterprises 2020 and Decree 168/2025/NĐ-CP, in force since July 1, 2025. According to the law firm IVLF, Article 20.1 of the 2025 law treats a company as foreign when foreign investors hold more than 50% of its charter capital. That includes holdings through another majority-foreign entity.

Verify your business line against Vietnam’s lists of closed and conditional sectors first. A closed sector ends the plan, and a conditional one adds licenses.

Two routes now exist. Under IRC-first, you obtain the investment certificate and then register the company; under ERC-first, you register first and obtain the IRC afterward. Both routes end with a company that holds an ERC and an IRC. Acclime says an ERC-first filing must include a commitment that the market-access conditions are met.

Acclime advises ERC-first for projects with a clear market-access position and little reliance on land, construction or complex licensing. It advises IRC-first for land-based projects and for sensitive sectors such as education, healthcare, logistics and retail. IVLF places closed sectors in Part A of the appendix, under Article 8.2. Conditional sectors sit in Part B, under Article 8.3.

Steps for establishing company in HCMC, sector check first and certificate last

The process runs in six steps. First, confirm that your business line is open to foreign investors and note its conditions. Second, choose between IRC-first and ERC-first, and third, secure an office address in HCMC and sign the contract.

Fourth, file with the provincial Department of Finance, which issues IRCs outside industrial zones under Article 27 of the 2025 law, per IVLF. Under IRC-first, the IRC takes ten working days from a valid dossier when no investment policy approval is needed. That is Invest Vietnam’s reading of Article 39(3) of Decree 96/2026/NĐ-CP.

Fifth, file for the enterprise registration certificate (ERC) at the business registration office. It has three working days to issue it under Article 26(5) of the Law on Enterprises. Sixth, publish the registration details on the national portal and open the capital account.

ERC-first has limits, and Acclime lists what waits for the IRC: the company cannot take land, import machinery or earn project revenue. It also cannot add business lines beyond its registered scope or open branches and representative offices.

The IRC must follow within 12 months of incorporation, according to both Acclime and Invest Vietnam. Neither found a stated penalty for missing that date, so treat it as a hard limit. Under Article 29, says Acclime, the IRC still comes before the project may be implemented, and tax filing duties start from the ERC date even before revenue.

The national registration portal lists current forms and fees, so check it before establishing company in HCMC and again on the filing day. Online filing runs through dangkyquamang.dkkd.gov.vn and needs a public digital signature or a business registration account. Confirm who on your team holds one before the application begins.

Virtual office for company registration Vietnam: what the law allows

The Law on Enterprises has no category called a virtual office. It requires a registered office inside Vietnam with a specific address: house number, street, ward and city. The office cannot be a residential apartment. A serviced address under a lease or service contract can therefore register a company in HCMC, if the building permits it and the contract is valid.

The regulatory risk sits in Article 35 of Decree 168/2025/NĐ-CP. If the tax authority verifies the address and records that the company does not operate there, the company’s legal status changes.

Official letters and requests for explanation must then reach a person who can answer. A virtual office is legitimate when someone receives the mail and someone replies to the tax office. The address on your certificate must match the place where that happens.

HCMC ended its district level on July 1, 2025, so your certificate will carry a ward name. Tuổi Trẻ lists the 168 wards, communes and special zones, but searches still say District 1.

Put three questions to any provider. Does the building allow company registration at this address, and does the contract state the address and the term? Who receives your mail, and how fast does it reach you?

Foreign founders add a fourth: does the contract satisfy the location document your investment dossier needs? Put that question to the licensing authority, not to the provider. A virtual office cannot host a factory, a shop or a classroom, because those need physical premises. When establishing company in HCMC, keep the contract and a mail log as evidence that you use the address.

Registered office address Vietnam: three Dreamplex packages compared

Dreamplex’s virtual office page, updated October 1, 2026, lists three virtual office packages before 10% VAT. They run on a 12-month term, paid in one payment with no deposit.

Choose what suits you best

Eco starts at VND 700,000 a month and includes a registered address, your company name on the building’s digital directory board and a front desk that greets visitors. Standard starts at VND 850,000 a month, and each month it adds one coworking day, VND 500,000 of meeting-room credit and 30 printed pages.

Premium starts at VND 1,800,000 a month and adds a physical sign and mail forwarded five times a month. Each year it also adds 12 coworking days and VND 4,000,000 of meeting-room credit. The Standard price follows the building, at VND 850,000 for four sites, VND 1,000,000 at Tran Quang Khai and VND 1,500,000 at Nguyen Trung Ngan.

Standard costs VND 150,000 a month more than Eco at the VND 850,000 sites, or VND 1.8 million a year. Credit is not cash, so it saves money only on rooms you would book anyway. According to Dreamplex’s page, Standard includes VND 500,000 of monthly credit, and using 30% of it recovers the extra VND 150,000.

That suits a founder establishing company in HCMC who visits monthly during setup to meet a lawyer or a bank. A founder who runs the company remotely can stay on Eco, which covers the address. Premium costs VND 11.4 million a year more than Standard. That pays only when visitors will arrive at the building looking for you.

The contract settles where the company is registered. Tax filings, replies to official mail and the project-location question for your IRC stay with you.

After establishing company in HCMC: capital, bank account and the first 90 days

The 90-day capital clock is the first deadline for any new company in Vietnam, foreign or local. Under Articles 47, 75 and 113 of the Law on Enterprises, members or shareholders contribute charter capital within 90 days of the ERC date. Acclime says the clock runs even while an IRC is pending, so the deadline does not wait for the certificate. A foreign-invested company moves that money through a direct investment capital account (DICA) at an authorized bank.

IVLF’s guide summarizes Circular 38/2026/TT-NHNN, which it dates to August 18, 2026. According to that guide, each company holds one account per currency at a single bank. Cash contributions go by bank transfer.

Ask the bank before incorporation whether it will open the account ahead of the IRC. Acclime reports that a bank may open it provisionally and still restrict the funds.

Then work through the rest. Publish the registration details on the national portal under Article 32, obtain a digital signature and set up electronic invoicing. File the beneficial-owner information that Law 76/2025/QH15 added, per Invest Vietnam.

Acclime adds that pre-incorporation costs do not automatically become charter capital, so keep every invoice and receipt. On ERC-first, put the 12-month IRC date in your calendar the week the ERC arrives.

Choosing a virtual office HCM City address you can grow into

Select the package according to what a client or a tax officer will observe at your address. Eco covers the address and the correspondence. Standard adds a monthly coworking day and meeting room credit for occasional client meetings. Premium adds the physical sign and forwarded correspondence for a company that wants its address to appear established.

The address also grows with the company. Members can add a coworking desk, a fixed desk or a private office in the same building, per Dreamplex. The registered address and tax code remain unchanged.

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