Establishing an enterprise as the legal foundation for the stable residence of foreign nationals in Vietnam.

1. Stable residence depends on your legal basis, not on your visa type

Most foreign nationals approach residence in Vietnam by looking for the longest visa they can get. This is why many people who have lived here for years still have to leave the country periodically, still depend on a sponsor they do not control, and still cannot open a bank account or sign a long-term lease in their own name.

Vietnamese law does not grant a long-term right of residence to an individual for personal reasons. The duration of residence is always derived from an existing legal relationship: an employment relationship, a marriage and family relationship, a study relationship, or an investment relationship. The visa symbol and the validity of the temporary residence card are merely consequences of that relationship. The question to be settled is therefore not which visa can be obtained, but rather which legal relationship should be built in Vietnam so that the right of residence does not depend on a third party and does not have to be re-established every year.

Of the four relationships above, only investment is one the foreign national creates, maintains and ends on their own initiative. That is the main reason why setting up a company has become the usual route for people relocating to Vietnam.

2. The visa symbol determines which residence card can be issued

The current visa and temporary residence card symbols are set by Law No. 47/2014/QH13 and its amending laws. Three concepts must be kept apart:

• A visa permits entry and stay for a set period. Visas are short and often cannot be extended.
• A temporary residence card has the same value as a visa but permits continuous residence for several years and multiple entries and exits without a new visa. This is the real goal for anyone who wants to settle.
• A permanent residence card is in substance an open-ended right of residence; the card is renewed every ten years. Very few categories of people qualify.

The visa symbol determines the temporary residence card symbol, and the card symbol determines the maximum validity. A person who enters under the wrong symbol cannot apply for the matching card, even if they meet every substantive condition.

3. Each form of residence offers a different term and level of stability

3.1. Forms of residence available to foreign nationals

3.2. The law recognises no golden visa, retirement visa or passive investment route

Vietnam has no golden visa for buying property, no retirement visa and no residence-by-investment programme for passive investments. Buying an apartment gives a foreign national no right of residence at all.

Decree No. 221/2025/ND-CP provides a visa exemption certificate valid for up to 5 years, with stays of up to 90 days each, for certain groups at the request of a Vietnamese organisation. It is not a temporary residence card and does not replace a work permit, so it does not suit someone who wants to live in Vietnam and run a business directly.

Vietnam issues the APEC Business Travel Card only to Vietnamese business people. A foreign national with an APEC card from another country enters more easily, but the card gives no long-term right to live or work in Vietnam.

4. Setting up a company is the more stable route

4.1. VND 3 billion is the threshold that decides everything

A capital contribution of VND 3 billion decides two matters that are legally separate but closely linked in practice:

• The right of residence. Below VND 3 billion, the investor is in category DT4 and gets only a visa, with no temporary residence card. From VND 3 billion, the investor is in category DT3 and gets a temporary residence card for up to 3 years.
• The right to work. The owner of a single-member limited liability company, or a member of a multi-member one, who contributes VND 3 billion or more is exempt from the work permit requirement. Below that, a foreign national managing their own company must still obtain a work permit.

In other words, the gap between VND 2 billion and VND 3 billion is not just a difference in business size. It decides whether you have stable residence status. An investor planning to relocate should set the capital contribution on this basis first, then balance it against business needs.

4.2. The type of company matters

The work permit exemption rules differ between the two types of company:

For an individual investing alone to relocate, a single-member limited liability company is usually the right choice. It meets the work permit exemption conditions, needs no other investors, has simple governance, and holds all the capital in the investor's own name, which keeps the DT card application straightforward.

4.3. The investor is their own sponsor

In employment, the sponsor is the employer; in a family, it is the spouse or parent; in study, it is the school. In all three, the foreign national has no control over the sponsor, and when the relationship ends, so does the right of residence.

In the investment category, the sponsor is the investor's own company. This is a difference in kind, not degree. As long as the company exists lawfully and meets all its obligations, the investor keeps a basis of residence, and no one else can take it away.

5. Five questions to settle before setting up a company

5.1. A foreign national cannot do business in every line

No. Before choosing a business line, check four layers of restriction, in this order:

1. Prohibited business lines. These apply to every investor, domestic or foreign.
2. Business lines closed to foreign investors. More than twenty lines are fully closed, including domestic travel services, which long-term foreign residents often want to enter. A foreign investor may offer international travel services only for inbound visitors, and only through a joint venture.
3. Business lines with conditional market access. This is the group most often not fully anticipated, because the applicable condition lies in the ownership ratio rather than in a licence. For instance, the advertising services business must be carried on through a joint venture with a Vietnamese partner, and certain logistics sub-sectors are subject to a cap on the foreign capital ratio. For these business lines a foreign investor cannot hold 100% of the capital, and this is a substantive restriction rather than a procedural obstacle capable of being resolved.
4. Conditional business lines under sector specific legislation. From 1 July 2026, this list comprises 142 business lines. An enterprise may register a business line but may operate only once the conditions are satisfied and, where the legislation so requires, a sub-licence has been obtained. Retail trade in goods is a typical example: in addition to the Investment Registration Certificate and the Enterprise Registration Certificate, the enterprise also requires a Business Licence, and for the second and subsequent retail outlets an Economic Needs Test must in certain cases be passed.

Review business lines before deciding the capital and signing a lease. Review business lines before deciding the capital and before signing any lease. In practice, many investors have paid a lease deposit only to learn later that their business line needs a joint venture or far more legal capital than they budgeted.

5.2. An office is mandatory at the investment registration stage

It depends on the stage of the procedure, a point that is often missed.

• At enterprise registration, the law only requires a specific head office address in Vietnam. The registration authority does not ask for a lease.
• For the Investment Registration Certificate, the application must prove the right to use the project location. Here a lease is mandatory, and the licensing authority also checks the building's permitted use. Office space cannot be the location of a restaurant project, for example.

Two points need particular attention:

A head office may not be in an apartment intended for residential use. The Law on Housing strictly prohibits using such an apartment for anything other than living in. A breach is sanctioned and the head office address is treated as invalid, which puts every later application at risk. Only space designed and approved as offices in a mixed-use building can be used.

A virtual office is not prohibited but carries risks in practice. The legislation on enterprises does not prohibit the use of a registered address service. The tax authority is nevertheless competent to verify activity at the registered address, and if it concludes that the enterprise does not operate at the registered address, the tax code may be moved to a suspended status. The consequences do not stop at tax matters, because an enterprise in that status cannot issue invoices, and the investor's temporary residence card dossier will not be approved because the sponsoring enterprise is not operating normally. For an investor using an enterprise as the foundation for residence, this is a risk to be eliminated from the outset rather than treated as a cost saving.

5.3. Most business lines do not need a Vietnamese nominee

Keep these two questions separate; in practice they are often merged.

Most business lines do not need a Vietnamese partner. For most business lines, a foreign investor may hold 100% of the capital and needs no Vietnamese partner at all. Only business lines within the group subject to market access restrictions require a joint venture, and in that case the maximum ownership ratio is fixed by international treaties and sector specific legislation. If the intended business line does not fall within that group, bringing a Vietnamese individual into the ownership structure is a commercial choice, not a legal requirement.

Using a Vietnamese nominee needs careful assessment. This is an arrangement under which a Vietnamese individual holds the capital contribution in their name on paper, while the capital and the power of decision belong in substance to the foreign national. Such an arrangement is not recognised by law. The legislation on enterprise registration currently in force requires a founder and capital contributor to undertake not to hold anything in the name of another person for the purposes of contributing capital, establishing an enterprise, or purchasing shares or capital contributions. The Law on Investment also permits the operation of a project to be terminated where the project is implemented on the basis of a sham civil transaction.

Besides the general legal risks, note the consequences that relocating investors often do not foresee:

• Using a nominee means excluding oneself from the residence option. A DT category temporary residence card is issued on the basis of the investor's name as recorded on the Investment Registration Certificate or the Enterprise Registration Certificate. If the capital contribution stands in another person's name, the foreign national does not have investor status and does not fall within the category exempt from the work permit requirement. At that point the entire principal benefit of establishing a company disappears, and only the risk remains.
• Loss of control. On paper, the nominee owns the capital and can transfer or mortgage it, and the nominee's own creditors can seize it.
• Inheritance risk. If the nominee dies, the capital passes under inheritance law, and the foreign national has no standing to claim it.
• Profits cannot be sent abroad. Profits can lawfully leave Vietnam only through the direct investment capital account, backed by documents proving the investor contributed the capital lawfully. If the capital is not in the investor's name, there is no lawful way to remit the profits.
• The arrangement may be treated as a sham. The nominee agreement may then be declared void, and any security arrangements with it.

A genuine joint venture is safer than a nominee. If the business line needs a joint venture, negotiate a genuine one, with a clearly designed charter, veto rights and a deadlock mechanism, instead of using a nominee to get around ownership limits.

5.4. The company must always have a representative residing in Vietnam

A foreign national may be the legal representative of a Vietnamese company. However, the company must always have at least one legal representative residing in Vietnam. If its only resident legal representative leaves the country, that person must authorise someone else in writing to act in their place.

For an investor who plans to live in Vietnam, being the legal representative is convenient and supports the residence application. An investor who still travels often should set up an authorisation in advance, so the company is never left without a representative in Vietnam.

5.5. Capital must be actually contributed, on time and through the capital account

Enterprise law sets no general minimum charter capital. Investors should still note the following:

• Some business lines have their own capital or deposit requirements under sector laws. Check these for the specific line rather than assuming general practice applies.
• The licensing authority compares the registered capital with the size of the project, the leased premises and the expected number of employees. Capital that looks too low for the project may prompt a request for explanation.
• For residence, the capital must be at least VND 3 billion, as explained above, and must be actually contributed by the individual investor, not just a registered figure.

Capital must be contributed within 90 days of the Enterprise Registration Certificate. Investors who set up the company first and complete the Investment Registration Certificate later should note this, because the 90-day contribution deadline and the 12-month deadline for the investment procedure do not line up.

Capital must go through the investment capital account. Under Circular No. 38/2026/TT-NHNN, effective from 18 August 2026 and replacing Circular No. 06/2019/TT-NHNN, an enterprise in which foreign investors hold over 50% of the charter capital must open an investment capital account at a licensed bank. An individual investor owning the entire enterprise naturally falls within this category. The Circular also permits an investment capital account to be opened before the Investment Registration Certificate is issued, which fits the sequence of establishing the enterprise first. The whole of the capital contribution must be transferred through this account. Contributing capital in cash, or transferring it into an ordinary payment account, will create difficulties in evidencing the capital when applying for a temporary residence card and when remitting profits later.

6. A foreign national's documents must be kept consistent across systems

The migration of administrative procedures onto electronic platforms has created a new layer of requirements that foreign nationals must handle in parallel with residence procedures. Foreign nationals residing in Vietnam fall within the categories eligible for an electronic identification account, and that account is gradually becoming a necessary condition for carrying out many online procedures, from personal tax declaration and permanent and temporary residence registration through to the use of public services.

Some practical points:

• A level 2 electronic identification account needs biometric data taken in person, so the foreign national must visit the immigration authority. This usually cannot be done during a short stay.
• Some bank and government systems are built around the personal identification number of Vietnamese citizens. A foreign national using a passport number may run into problems when data are cross-checked, especially after a new passport with a new number.
• After getting a new passport, update the details consistently in the immigration, enterprise registration, tax and bank records. Missing one often leads to an application being rejected because the information does not match.

There is one further matter that should be put in its proper place. A foreign national staying in Vietnam must be declared for temporary residence, and responsibility for the declaration rests with the accommodation establishment. For a person renting a private house, the landlord's failure to make the temporary residence declaration is a common cause of obstacles in a temporary residence card dossier. A clause on the obligation to make the temporary residence declaration should therefore be included in the lease from the outset.

7. Limits and risks to weigh before deciding

7.1. The investment category does not lead to permanent residence

The list of cases eligible for consideration for permanent residence is a closed list and does not include investors. A person may renew a DT category temporary residence card continuously for twenty years and still not qualify to apply for permanent residence, unless they also fall within one of the statutory categories. For an individual investor, the two categories capable of applying are the category of family members of Vietnamese citizens and the category of scientists and specialists in temporary residence in Vietnam, both of which require at least three years of continuous temporary residence and both of which rest on a basis lying outside the investment activity.

This does not reduce the value of the investment route, but it shows what it really is: a long-term residence solution that can technically be renewed indefinitely, not a path to permanent settlement.

7.2. Compliance is a real cost

A foreign-invested company has heavier compliance duties than a domestic one. Those that directly affect keeping residence status include:

• an independent audit of the annual financial statements, whatever the revenue, even with no revenue at all;
• periodic investment monitoring and evaluation reports for each project, several times a year;
• tax returns and periodic reports even before any revenue arises;
• declaring and updating information on the company's beneficial owners.

A company that falls behind on compliance may be listed as not operating at its registered address or face tax enforcement, and it can then no longer sponsor its owner. This is how many people lose residence status in practice: not because a card renewal is refused, but because the company had already stopped being properly maintained.

A company with no revenue does not automatically lose its licence. However, a long stoppage without notice, or failing to carry out the project by the committed deadline, is a ground to terminate the project. Suspending business for a set period is a lawful procedure; follow it properly if you need to pause operations.

7.3. Residence may make the investor a tax resident

An individual becomes a Vietnamese tax resident if present for 183 days or more in a calendar year or in 12 consecutive months from first arrival, or if they have a regular place of residence in Vietnam. This includes a registered permanent residence, or a rented home under leases totalling 183 days or more in the tax year.

The second condition is often overlooked. A person renting an apartment under a long-term lease in Vietnam may become a tax resident even where the number of days of presence is below 183, unless able to prove being a tax resident of another country. The consequence is that the individual is taxed on worldwide income rather than only on income arising in Vietnam. An investor with sources of income abroad needs to assess this issue, together with the double taxation agreement between Vietnam and the country concerned, before deciding to relocate rather than after having done so.

7.4. The transition period carries the highest risk of breach

Breaches are most likely between entry and the issue of a DT temporary residence card. Two mistakes are common:

• Entering under the wrong category. In-country change of purpose is allowed only in statutory cases, including holders of documents proving investor status. Someone who entered under a unilateral visa exemption is worse placed. An investor who plans to do the procedures in Vietnam should enter on an e-visa or a sponsored visa, not under a visa exemption.
• Overstaying. The level of the fine increases with the number of days of overstay, from VND 500,000 to VND 2 million for an overstay of less than 16 days, up to VND 30 million to VND 40 million for an overstay of more than one year, and the offender may be compelled to leave the country. Working without a work permit or without a written confirmation of exemption from the work permit requirement is also separately sanctioned. A sanction record in the file will affect subsequent residence procedures.

8. A ten-step implementation sequence

1. Identify the business lines and check market access. This shows whether the investor can hold 100% of the capital, whether legal capital or deposit rules apply, and whether a sub-licence is needed.
2. Set the capital contribution. Use VND 3 billion as the floor for residence, then adjust for the business line and real business needs.
3. Choose the type of company. A limited liability company is better for an individual investor, because the work permit exemption conditions are easier to meet.
4. Find a lawful location. Check the building's permitted use, avoid residential apartments, and think carefully before using a registered address service.
5. Enter under the right category, so that an in-country change of purpose remains possible.
6. Complete the investment and enterprise registration procedures, in the order that suits the business line.
7. Open a direct investment capital account and contribute capital on time through it, keeping full supporting documents.
8. Obtain written confirmation of the work permit exemption, then apply for the visa and the DT temporary residence card matching the capital.
9. Set up a compliance routine for accounting, audit, investment reports and tax returns, with a calendar to track the validity of the residence card and passport.
10. Register an electronic identification account and register temporary residence where you live.

9. The route suits those who genuinely intend to do business

Permanent residence is an objective that an investor cannot achieve through the level of investment capital. Among the options that can be chosen on one's own initiative, the investment category stands out not because it has the longest validity, but because it is the only form in which a foreign national creates and controls their own basis of residence. With a capital contribution of VND 3 billion or more into a limited liability company, an individual investor obtains a three year temporary residence card and is at the same time able to work lawfully without applying for a work permit, while also having a ready foundation for moving up to longer periods of validity as the scale of investment grows.

In return, the investor takes on ongoing compliance duties and a residence status tied to the company's legal standing. This route suits someone who really intends to do business, or at least to keep a real activity, in Vietnam. For someone who only wants residence papers and has no plan to run a company, the running costs and compliance risks will outweigh the benefits.