Foreign-invested language centers in Vietnam are governed by a multi-layered legal system, including investment, enterprise, and education laws. Foreign investors must simultaneously comply with market access conditions and sector-specific operational requirements. This legal framework shapes the entire process of establishment, licensing, and operation of language centers, as analyzed in detail below.
A joint venture is a form of cooperation between a foreign investor and a Vietnamese organization or individual to establish a joint enterprise—one of the most common forms of investment in Vietnam for foreign investors. The capital contribution ratio of each party is agreed upon in the company charter. This model may help streamline certain administrative procedures and leverage the market experience of the Vietnamese partner, but it requires a clear internal governance mechanism to avoid disputes during the operation of the language center.
A joint venture is a form of cooperation between a foreign investor and a Vietnamese organization or individual to establish a joint enterprise—one of the most common forms of investment in Vietnam for foreign investors. The capital contribution ratio of each party is agreed upon in the company charter. This model may help streamline certain administrative procedures and leverage the market experience of the Vietnamese partner, but it requires a clear internal governance mechanism to avoid disputes during the operation of the language center.
The establishment of a wholly foreign-owned company refers to a form where a foreign investor sets up an enterprise in Vietnam without any capital contribution from a Vietnamese partner. Such a company must complete the procedures for obtaining an Investment Registration Certificate (IRC) from the competent investment registration authority before proceeding with enterprise registration.
See more: Conditions and procedures for the establishment of 100% Vietnamese-invested language centers
Foreign investors establishing a language center must complete multiple licensing procedures in sequence. It is essential to prepare a complete and accurate dossier to avoid delays in processing time.
Clause 11 Article 3 of the Law on Investment 2025 defines the Investment Registration Certificate as a document recording the investor’s registered information on the investment project. This certificate reflects key contents such as objectives, scale, investment capital, and project location. For a foreign-invested language center, the issuance of the IRC serves as the basis for competent authorities to assess the project’s compliance with market access conditions in the education sector.
Clause 15 Article 4 of the Law on Enterprises 2020 (as amended and supplemented in 2025) defines the Enterprise Registration Certificate as a document recording enterprise registration information issued by the business registration authority. The ERC includes information on the enterprise name, head office, charter capital, and registered business lines.
For a foreign-invested language center, registering business lines related to language training is a necessary condition from an enterprise registration perspective but does not replace the operational conditions in the education sector. Accordingly, the enterprise is only permitted to conduct language training activities after obtaining a decision permitting education operation from the competent authority in accordance with specialized regulations.
The decision permitting education operation is a mandatory legal condition for a foreign-invested language center to conduct training activities in the education sector. A language center is only allowed to operate after obtaining this decision. This document not only serves as procedural approval but also as a legal basis confirming that the language center satisfies all conditions for operation under sector-specific regulations.
For language centers, foreign teachers are an indispensable component. Work permits are mandatory legal documents allowing them to teach lawfully in Vietnam, avoid penalties or deportation, and enjoy labor rights. This is also a required condition for foreign employees working in Vietnam under Point d Clause 1 Article 151 of the Labor Code 2019.
However, in practice, there is a legal bottleneck where labor authorities require the center to obtain an education operation license before issuing work permits. As a result, during the initial licensing appraisal stage, investors are often forced to rely on Vietnamese teachers’ profiles as a temporary solution.
See more: Working in Vietnam: Legal notes for foreigners
In addition to the above licenses, foreign-invested language centers must satisfy legal conditions both prior to and during operation. These conditions are detailed in Decree No. 86/2018/ND-CP as follows.
Clause 3 Article 35 of Decree No. 86/2018/ND-CP requires an investment rate of at least VND 20 million per learner (excluding land use costs). In cases where foreign-invested education institutions do not construct new facilities but lease existing premises or receive facilities contributed by the Vietnamese party, the minimum investment must reach at least 70% of the above threshold, pursuant to Point c Clause 18 Article 1 of Decree No. 124/2024/ND-CP amending Clause 6 Article 35 of Decree No. 86/2018/ND-CP.
By the time of appraisal for the education operation permit, at least 50% of the total investment capital must be disbursed, and the investor must commit to fully contributing the capital within 5 years from the date of issuance of the operation decision.
In essence, these regulations function as a dual filter, ensuring both financial capacity and adequate learning facilities, while eliminating non-transparent or short-term speculative projects. At the same time, the 5-year timeline serves as a flexible mechanism allowing foreign investors to ease initial financial pressure and commit to long-term participation in Vietnam’s education market.
Pursuant to Clauses 1 and 5 Article 36 of Decree No. 86/2018/ND-CP (as amended by Clause 19 Article 1 of Decree No. 124/2024/ND-CP), foreign-invested language centers must strictly meet standards on learning facilities. Specifically:
3.2.1. Ensure adequate lighting, desks, chairs, equipment, and teaching materials in accordance with the education program requirements;
3.2.2. Provide a minimum average area of 2.5 m² per learner for short-term training institutions;
3.2.3. Have offices for management, teachers’ rooms, libraries, and other functional rooms;
3.2.4. Comply with fire prevention and fighting regulations under Decree No. 105/2025/ND-CP;
3.2.5. Foreign-invested education institutions are permitted to lease facilities under stable contracts with a minimum term of 05 years.
These requirements establish quality standards for learning environments and safeguard learners’ interests. The imposition of minimum area ratios and long-term lease requirements not only prevents overcrowded classes and temporary facilities but also compels foreign investors to demonstrate long-term commitment in Vietnam.
Learning environment at a language center
Pursuant to Article 6 of Circular No. 21/2018/TT-BGDDT, the requirements for the position of Director of a language center are specifically prescribed. The candidate must meet the following criteria:
3.3.1. Roles and responsibilities: The Director directly manages and operates the entire organizational structure and bears ultimate responsibility before the law and competent authorities for all activities of the center;
3.3.2. Personal and professional qualifications: Must have good moral character, strong management capacity, and experience in the education and training sector;
3.3.3. Educational qualifications: Must hold a bachelor’s degree in foreign languages. In case of holding a bachelor’s degree in another major, an additional language certificate of at least Level 3 (under Vietnam’s 6-level Foreign Language Proficiency Framework) or equivalent is required;
3.3.4. Appointment regime: The Director must be officially appointed and recognized by the competent authority. Each term lasts 05 years.
These requirements ensure that the head of the educational institution meets standards in personal integrity, professional qualifications, and pedagogical experience, thereby ensuring legal compliance and substantive training quality.
Pursuant to Article 18 of Circular No. 21/2018/TT-BGDDT, to ensure teaching quality, teachers at language centers must meet qualification standards and class size ratios as follows:
3.4.1. Teachers must satisfy one of the following:
a. Hold at least a college degree in foreign language pedagogy;
b. Hold at least a college degree in foreign languages and possess a pedagogical certificate.
3.4.2. Foreign teachers must meet one of the following conditions:
a. Hold at least a college degree in foreign language pedagogy;
b. Hold at least a college degree in foreign languages and a relevant teaching certificate (such as TESOL, TEFL, CELTA...);
c. Hold at least a college degree, a language proficiency certificate of at least Level 5 (under Vietnam’s 6-level framework or equivalent), and a teaching certificate;
d. Pursuant to Point c Clause 1 Article 38 of Decree No. 86/2018/ND-CP (as amended by Clause 21 Article 1 of Decree No. 124/2024/ND-CP), the maximum ratio is 25 learners per teacher. The center must determine enrollment scale to ensure sufficient teaching staff.
These conditions ensure that both native and foreign teachers possess standardized pedagogical qualifications, rather than merely language proficiency. Additionally, the maximum class size of 25 learners ensures effective interaction and prevents overcrowding driven by profit motives.
A foreign-invested language center is not allowed to arbitrarily introduce international curricula without meeting four core conditions. Pursuant to Clause 1 Article 37 of Decree No. 86/2018/ND-CP (as amended and supplemented by Clause 20 Article 1 of Decree No. 124/2024/ND-CP):
3.5.1. The program must be accredited or recognized by a competent authority in its country of origin, have been implemented in practice for at least 05 years, and be approved for use in Vietnam;
3.5.2. It must not contain content that harms national defense, security, or public interests; must not disseminate religion, distort history, or negatively affect Vietnamese culture, ethics, or customs.
These conditions ensure that international integration in education remains open yet controlled, safeguarding national identity and historical values. Compliance not only facilitates successful licensing but also builds brand credibility and trust among parents and learners in Vietnam.
Training program at a language center
Foreign-invested language centers often face practical issues arising from the concurrent application of multiple legal regulations. These issues are not explicitly regulated but are consequences of the current legal framework. Foreign investors should proactively identify and address them.
A common mistake is treating IRC, ERC, and the decision permitting education operation as independent procedures. In reality, they form a sequential legal chain, where information in earlier licenses serves as a mandatory basis for subsequent approvals. Any inconsistency, even minor, may result in rejection. Consequently, any amendment to the IRC requires corresponding updates to all subsequent licenses, often incurring greater time and cost than the initial licensing process.
As noted in Section 2.4, foreign teachers must obtain work permits to teach legally. However, due to the interdependence of licenses, foreign teachers’ profiles are typically not usable during the initial licensing stage. Therefore, companies often rely on qualified Vietnamese teachers to meet appraisal requirements.
Not all international curricula can be freely applied in Vietnam. They must meet the conditions outlined in Section 3.5 and undergo consular legalization, translation, and notarization procedures. This process requires significant time, cost, and coordination with diplomatic authorities.
All conditions relating to facilities, teaching staff, and curricula must be continuously maintained and are subject to periodic inspections. In particular, investors must fulfill the committed capital contribution within the 5-year timeline. Any non-compliance may result in administrative sanctions, including suspension of education operations.
Foreign-invested language centers require a systematic compliance approach from the preparation stage. Implementation should follow an integrated roadmap ensuring consistency between investment structure, licensing conditions, and operational model. Based on this, the following orientations may be considered:
5.1. Review intended business lines to ensure alignment with education sector regulations and language center activities;
5.2. Select an appropriate investment form between a wholly foreign-owned company and a joint venture, based on capacity in facilities, personnel, and control strategy;
5.3. Develop investment dossiers and operational plans aligned with practical appraisal criteria, including training scale, facility utilization, and staffing plans;
5.4. Establish phased human resource strategies, particularly for foreign teachers, to address dependencies between work permits and education operation approval;
5.5. Prepare facilities in compliance with area, functional room, and fire safety requirements prior to license application;
5.6. Control the use of foreign curricula and materials to ensure compliance with accreditation, teaching history, and approval requirements;
5.7. Establish mechanisms to monitor and maintain operational conditions post-licensing, including teacher ratios, student scale, and other requirements;
5.8. Proactively engage legal advisory firms to review dossiers, standardize procedures, and mitigate risks during licensing and operation.
Investment in foreign-invested language centers in Vietnam requires simultaneous compliance with both investment law and sector-specific education regulations. A well-structured legal strategy from the project planning stage will minimize risks and shorten the time to operation. For in-depth legal advisory on procedures and compliance, please contact Lexsol for detailed support.
Lexsol is a team of young, dynamic lawyers with over 10 years of experience in advising and resolving legal matters for both domestic and international businesses.
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