Legal notes for United State investors establishing a technology consulting company in Vietnam

According to the latest report on FDI attraction for the first four months of 2025 by the Foreign Investment Agency (Ministry of Finance), total registered foreign investment in the first four months of 2025 reached nearly USD 13.82 billion, a 39.9% increase over the same period in 2024. Also, according to the Minister of Finance, a highlight of recent FDI growth trends is the participation of many large enterprises from the U.S. and the EU.

In this context, the establishment of technology consulting companies in Vietnam by U.S. investors is becoming a prevalent trend. However, to operate legally and effectively, investors must clearly understand legal regulations related to investment conditions, establishment procedures, and obligations during operation.

1. Legal framework applicable to U.S. investors establishing a technology consulting company in Vietnam

1.1. Sector-specific conditions

Pursuant to the Law on Investment 2020 and Decree No. 31/2021/ND-CP detailing and guiding the implementation of several articles of the Law on Investment, technology consulting activities do not fall under the list of business lines restricted from access or subject to specific conditions for foreign investors.

The absence of access restrictions provides U.S. investors with significant advantages in establishing, operating, and developing technology consulting companies.

1.2. Market entry conditions 

Both the United States and Vietnam are members of the World Trade Organization (WTO). The United States is one of the founding members of the WTO since 1995, and Vietnam officially joined the WTO on January 1, 2007. Based on Vietnam’s service market access commitments in the WTO, U.S. investors are permitted to access and enter the Vietnamese market.

Therefore, U.S. investors satisfy the conditions for market access in Vietnam when conducting investment activities and establishing technology consulting enterprises in accordance with current legal regulations

2. Procedures for establishing a foreign-invested company in Vietnam

Upon satisfying business sector and market access conditions, investors must apply for the required licenses to establish a technology consulting company in Vietnam.  

2.1. Types of licenses required upon company establishment

2.1.1. The Investment Registration Certificate is issued by the Department of Finance where the investor implements the project within 10 days of receipt of a valid application (pursuant to Article 36.3 of Decree 31/2021/ND-CP and Article 1.12.b of Decree 239/2025/ND-CP)

2.1.2. The Enterprise Registration Certificate is issued by the Business Registration Authority within 03 working days of receipt of a valid application.

2.2. Stages of company establishment

2.2.1. Prepare and submit the application for the Investment Registration Certificate;

2.2.2. Prepare and submit the application for the Enterprise Registration Certificate;

2.2.3. Announce business registration contents on the National Business Registration Portal;

2.2.4. Engrave the corporate seal;

2.2.5. Open a Direct Investment Capital Account to conduct capital contribution and investment transactions;

2.2.6. Perform other post-incorporation procedures such as tax obligations, digital signature registration, labor recruiment,...

3. Obligations for U.S. investors to comply with during operation

Certain obligations for investors to comply with during operation include:

• Perform periodic investment activity reports in accordance with Article 72 of the Law on Investment 2020. In case of violation, the investor may be fined from VND 20 million to VND 50 million and be subject to remedial measures as prescribed in Article 15 of Decree No. 122/2021/ND-CP.
• Comply with accounting, tax, and financial reporting regimes as prescribed.
• Comply with Vietnamese labor laws when recruiting and entering into employment contracts with employees. For foreign employees, it is necessary to apply for a Work Permit to work in Vietnam.

The establishment of technology consulting companies in Vietnam by U.S. investors offers many opportunities to access a dynamic market; however, it also requires strict compliance with the legal framework regarding investment, enterprises, and operational management.

To mitigate legal risks, investors should:

• Correctly identify business sectors and market access conditions;
• Fully perform investment and corporate procedures from the outset;
• Strictly comply with obligations throughout the course of operation.

With extensive experience in foreign investment consulting, Lexsol is ready to accompany and support U.S. investors from project preparation and company establishment to the operation and expansion of activities in Vietnam in a legal, effective, and sustainable manner.