Conditions and procedures for the establishment of 100% Vietnamese-invested language centers

1. Establishment conditions

Pursuant to Article 42.2 of Decree 125/2024/NĐ-CP, language centers fall into the group of other centers performing continuing education tasks. Accordingly, establishment conditions must comply with Article 43 of this Decree and the conditions in Circular 21/2018/TT-BGDĐT (hereinafter referred to as the "Circular".

1.1. General conditions

Language centers must ensure the following establishment conditions pursuant to Article 43 of Decree 125/2024/NĐ-CP:

• Possess a location, physical facilities, classrooms, functional rooms, and pedagogical equipment that meet the requirements of the continuing education programs conducted at the center.
• Possess educational programs and teaching/learning materials that meet the requirements of the continuing education programs conducted at the center in accordance with the regulations of the Ministry of Education and Training.
• Possess a sufficient quantity of management personnel, teachers, staff, and employees who meet the standards to satisfy the requirements of each continuing education program conducted at the center as prescribed by the Ministry of Education and Training.
• Possess a draft regulation on the organization and operation of the center.

1.2. Specific conditions

1.2.1. Name and organizational structure

Under Article 4.2 of the Circular, the name of the language center shall be determined according to the following principle:

• Language center + private name
• The private name of the center must not duplicate the private name of any previously established center, and must not use words or symbols that violate historical traditions, culture, ethics, or the fine customs and habits of the Vietnamese nation.

Regarding the organizational structure, according to Article 5 of the Circular, the structure of a language center includes:

• Director
• Deputy Director (if any)
• Specialized units
• Advisory councils (if any)

Organizations of the Communist Party (if any) and internal organizations.

Thus, by regulation, a foreign language center is required to have a center director and professional/specialized departments. Individuals and organizations must ensure compliance with the above regulations for the registration and operation of the center to be in accordance with the law.

1.2.2. Requirements for the director of language center

To become a director of a language center, an individual must meet the following standards according to Article 6 of the Circular:

“a) Possessing good records;

b) Possessing managerial capability

c) Possessing a bachelor degree in a foreign language or a bachelor degree in any major and at least a level 3 certificate of language proficiency according to Vietnam's language proficiency framework or equivalent (for directors of foreign language training centers).

d) Possessing experience in education and training”

In addition,  The authorities with competence in granting permission for center establishment shall decide to recognize directors of private centers and foreign-invested centers. The tenure of a director of a foreign language and computer training center is 05 years.

1.2.3. Conditions for teachers of the center

To become a teacher at a language center, the law sets forth certain standards that teachers must meet; specifically, Article 18 of the Circular classifies and sets specific standards for Vietnamese teachers, foreign teachers, and native speakers.

a. Vietnamese teachers

A Vietnamese person is eligible for teaching a foreign language when they meet one of the following requirements:

• Possessing at least a pedagogical college degree in the foreign language;
• Possessing at least a college degree in the foreign language and a certificate in pedagogy.

b. Foreign teachers

A foreigner is eligible for teaching their native language when they possess at least a college degree and a suitable foreign language teaching certificate:

• Possessing at least a pedagogical college degree in the foreign language;
• Possessing at least a college degree in the foreign language and a suitable foreign language teaching certificate;
• Possessing at least a college degree, at least a level 5 certificate of language proficiency according to Vietnam's language proficiency framework or equivalent and a suitable foreign language teaching certificate.

c. Native teachers

Native teachers are those who use a certain language as their mother tongue, born and raised in a country where that language is the primary language.

A foreigner is eligible for teaching their native language when they possess at least a college degree and a suitable foreign language teaching certificate.

1.2.4. Curriculum and instructional materials

Foreign language centers may use curricula promulgated by the Ministry of Education; self-compile or select curricula and materials from higher education institutions or colleges; or from domestic and international educational organizations that suit learners' needs and the center's capacity.

The Center Director shall be legally responsible before the law and educational management agencies for the content of the curriculum and learning materials; and at the same time, is responsible for reporting to the Director of the Department of Education on the programs and materials used at the Center as prescribed in article 13 of the Circular.

1.2.5. Facilities

One of the conditions when establishing a foreign language center is to ensure the location, physical facilities, functional rooms, and pedagogical equipment. However, currently, the relevant Decree and Circular do not provide specific guidance on the physical facility conditions for Foreign Language Centers.

Referring to the Guidelines on conditions and dossiers for the establishment and permission of establishment of other centers performing continuing education tasks by the Binh Duong Provincial Department of Education dated February 28, 2025, physical facility conditions are guided as follows:

• Sufficient classrooms, functional rooms, and appropriate equipment/appliances for teaching and learning, meeting the requirements of the continuing education programs conducted at the center;
• A workplace or working area for the Director/management staff, employees, and teachers; and arrangement of break/recess areas for students;
• Classrooms must have sufficient light; the classroom area standard per student is 1.5m², the classroom area shall not be less than 20m², and there shall be no more than 45 students per teacher per class session;
• Possess a layout and utilization map of classrooms and offices: Noting room names, area of each room, corridors, toilets, emergency exit locations,…;

In addition, for each type of education at the center, a minimum number of classrooms is required. If the center registers for 01 type of education, it must ensure at least 03 classrooms; for 02 or more types of education, it must ensure at least 05 classrooms.

1.2.6. Form of teaching

According to Article 15 of the Circular, the Center may flexibly organize teaching in online or offline forms, or a combination of the two.

Center students are organized and managed by class, with staff or teachers assigned for monitoring and management.

2. Establishment procedures

2.1. Authority to permit establishment

According to Article 44 of Decree 125/2024/NĐ-CP, as amended and supplemented by Article 15 of Decree 142/2025/NĐ-CP, the authority to permit the establishment of a language center belongs to the director of the Department of Education and Training.

2.2. Dossier components

• Proposal for establishment or permission of center establishment (Form 01, Appendix II, Circular 142/2025);
• Scheme for establishment or permission of center establishment (Form 02, Appendix II, Circular 142/2025);
• Copies of legal documents proving land use rights, house ownership, or a lease agreement for the center's location;
• Draft regulation on the organization and operation of the center, including the following primary contents: Legal position, duties, and powers of the center; organization and apparatus of the center; organization of educational activities in the center; duties and rights of management personnel, teachers, staff, employees, and learners; finance and assets of the center; other issues related to the organization and operation of the center.

2.3. Order of implementation

• Applicant: School, organization, or individual submits 01 set of dossier as prescribed.
• Place of submission: Department of Education and Training in the province/city where the center is headquartered.
• Submission form: Online public service portal, postal service, or directly at the Department of Education.
• Processing timeline: If the dossier is invalid, within 05 days, the Department of Education shall provide written notice of required revisions.

If a complete and valid dossier is received, within 10 days, the Department of Education shall organize an appraisal of the dossier and an on-site appraisal of establishment conditions, and prepare an appraisal report.

Within 05 working days from the date of the appraisal report, if conditions are met, the Director of the Department of Education shall decide on the establishment or permit the establishment of the center; if conditions are not met, a written notice clearly stating the reasons shall be issued.

3. Notes on establishing a language center

3.1. Determine the Domestic or Foreign Establishment Capital for Proper Legal Compliance

Before initiating the dossier, organizations and individuals must accurately determine whether the investment capital of the foreign language center is 100% domestic capital or involves foreign elements (including capital contribution, purchase of shares, or stakes by foreign investors).

This classification is of particular legal importance due to the differences in the legal regulations that must be complied with:

• 100% Vietnamese-invested foreign language centers are primarily regulated by:
  • Law on Education 2019;
  • Decree 125/2024/NĐ-CP;
  • Decree 142/2025/NĐ-CP;
  • Circular 21/2018/TT-BGDĐT
• Foreign-invested foreign language centers must additionally comply with:
  • Law on Investment 2020;
  • Decree 86/2018/NĐ-CP
  • International treaties to which Vietnam is a member
  • Specific regulations on market access conditions for foreign investors.

3.2. Distinguishing "center establishment" and "business registration"

One of the common misconceptions today is the belief that business registration alone is sufficient to permit the opening of a foreign language center. In fact, these are two entirely independent procedures in terms of legal nature, specifically:

• Business Registration is the procedure to:
  • Record legal personality
  • Allow the enterprise to legally exist under the Law on Enterprises
• Foreign Language Center Establishment is a specialized educational procedure:
  • Licensed by educational management agencies
  • Allowing for the conduct of training and teaching activities

By regulation, a foreign language center is only permitted to enroll students and teach when it has:

• A decision permitting the center's establishment
• A decision permitting educational activities issued by the competent authority.

Conducting training activities without an educational license, even if a business registration certificate is held, is considered illegal educational activity.

3.3. Ensuring facilities

Unlike many common business lines, educational activities must undergo appraisal and on-site inspection before an operational license is granted. Therefore, ensuring full compliance and the proper arrangement of physical facilities is a mandatory requirement for the Center to be granted a license for educational activities according to regulations.

3.4. Compliance with post-establishment legal bbligations

After being licensed for operation, a foreign language center must fully perform legal obligations such as periodic reporting regimes, teacher management, tax and labor obligations, and compliance with regulations on enrollment, advertising, and training under educational law. In case of violation of post-inspection obligations, the center may be subject to administrative penalties or have the decision permitting operation suspended or revoked.

Establishing a foreign language center requires organizations and individuals to correctly identify the investment model, fully comply with legal conditions, and properly execute the sequence and procedures according to current regulations to mitigate risks during operation. To ensure the dossier is prepared in accordance with regulations and effectively deployed in practice, Lexsol is ready to accompany you with legal advice and comprehensive support from the preparation stage until the center operates stably.