Licensing a consulting company in Vietnam is rarely where the legal risk sits. The risk sits eighteen months later, when the entity registered for management consulting starts invoicing for tax structuring, executive search or transaction advice. Each of those activities sits inside a separate regulatory perimeter, and a vehicle never qualified for them faces sanctions and challenges to fee recovery.
The 2026 framework makes the front end easier. A foreign investor may now incorporate before obtaining an investment registration certificate (IRC), but market access is still tested at incorporation, and the investor signs a written commitment that it meets those conditions.
Legal framework for a consulting company in Vietnam
A consulting company in Vietnam is, in legal terms, an ordinary limited liability or joint stock company whose registered business lines are services. There is no bespoke “consultancy” statute. The analysis is a layering exercise: investment law (market access), enterprise law (registration), treaty commitments (scope of foreign participation) and any sector statute that governs the particular service.
Authorities for a consulting company in Vietnam after 1 March 2026
- Law on Investment No. 143/2025/QH15 (“LOI 2025”), effective 1 March 2026, replacing Law 61/2020/QH14.
- Decree 96/2026/ND-CP, detailing LOI 2025, including Appendix I (Part A: sectors not open to foreign investors; Part B: conditionally open sectors).
- Circular 55/2026/TT-BTC (forms), effective 15 May 2026.
- Decree 168/2025/ND-CP on enterprise registration, as amended by Decree 296/2026/ND-CP (effective 23 July 2026).
Foreign investor status and the 50% threshold
Article 3.19 defines a foreign investor as a foreign individual or an organisation established under foreign law. Article 20.1 treats a Vietnamese entity as a foreign investor, for new projects and capital contributions, where foreign investors hold more than 50% of its charter capital. Below that line the entity is treated as domestic (Article 20.2).
Counsel’s point: for any consulting company in Vietnam the 50% line governs not only the initial licence but every later investment.
Mapping the service line: WTO services schedule Vietnam and CPC codes
Article 8.3 LOI 2025 lists the forms market access conditions may take, including ownership caps, investment form and scope of activities. For services, the key external reference remains Vietnam’s 2007 WTO Schedule of Specific Commitments in Services, supplemented by CPTPP, EVFTA and RCEP.
How the schedule is read in practice
The WTO services schedule Vietnam adopted is organised by sector and sub-sector, with limitations recorded for each mode of supply. For an incorporated subsidiary the relevant column is Mode 3 (commercial presence). Horizontal commitments sit at the front of the schedule and can matter as much as the sector entry.
A line may be committed without limitation, committed with limitations such as an ownership cap, or “unbound”. Unbound does not mean prohibited: Vietnam retained discretion, and the licensing authority may consult the line ministry [State Authority Practice / Verification Required].
CPC codes versus VSIC codes
The schedule references the UN Provisional Central Product Classification. Management consulting is commonly referenced under CPC 865 and related services under CPC 866 [Verification Required: confirm CPC codes and carve-outs against the official schedule]. Enterprise registration uses the Vietnam Standard Industrial Classification (VSIC), where management consulting is commonly registered under code 7020 [Verification Required].
CPC describes products; VSIC describes industries, so the two do not map one-to-one. Officers read the narrative scope beneath the VSIC code, and express exclusions carry weight.
| Service line | Typical reference (verify) | Treaty position (general) | Domestic overlay | Risk rating |
|---|---|---|---|---|
| Strategy, operations, organisational consulting | CPC 865 / VSIC 7020 | Generally committed; full foreign ownership commonly accepted in practice | None beyond general registration | Low |
| Project management, HR process consulting | CPC 866 (part) | Varies by sub-sector | Check exclusions | Medium |
| Market research | CPC 864 | Committed with carve-outs (e.g., public opinion polling) | Possible information-related rules | Medium |
| Executive search, recruitment | CPC 872 (part) | Limited or unbound depending on activity | Employment services licensing | High |
| Tax, accounting, audit advice | CPC 862โ863 | Committed in part, subject to domestic qualification | Practising certificates; tax agent rules | High |
| Legal advice | CPC 861 | Specific mode and form limitations | Law on Lawyers; separate licensing | Fatal if bundled |
Is there a management consulting license?
Clients ask for a “management consulting license” as if it were a discrete permit. It is not. The licensing outcome for a foreign-owned consultancy is the enterprise registration certificate (ERC) plus the IRC, and the business lines recorded on the national enterprise registration database.
No standalone licence for a consulting company in Vietnam
Pure management consulting, the core of most consulting company in Vietnam filings, is not, as a general matter, a conditional business line requiring a sub-licence [Verification Required against the conditional business lines list in force]. That matters because Law 24/2026/QH16 replaces the conditional business lines list with a new list of 137 lines from 1 March 2027. Pending applications for repealed lines will be halted; existing licences remain valid until expiry. Re-run the check for adjacent services before that date.
Practical takeaway: a management consulting license, in the sense investors mean it, is a correctly scoped ERC and IRC, not a separate permit.
Professional services Vietnam: regulated perimeters
Professional services Vietnam regulates separately include legal services, independent audit, accounting and tax agent services, architecture and engineering design, construction supervision, and employment services. Each has its own statute, practitioner qualifications and, in several cases, licensing authority [Verification Required for each sector statute].
Foreign law firms follow the Law on Lawyers; audit, accounting and tax agent services need practising certificates; construction consulting needs capability certificates; recruitment needs employment services licensing.
Register the consulting company in Vietnam narrowly and route regulated work through licensed partners.
Planning Your Market Entry into Vietnam?
Foreign ownership restrictions and capital account regulations vary significantly by industry sector. Send your proposed business scope and target timeline to our Corporate Practice Team via WhatsApp or Email for a complimentary 24-hour Feasibility & Regulatory Check.
Incorporation mechanics for a service company Vietnam
A consulting company in Vietnam typically needs no land and falls outside the policy approval categories in Article 24, so a service company Vietnam set-up can follow either of two lawful sequences.
Route 1: a consulting company in Vietnam incorporated first (Article 19.2)
Article 19.2 LOI 2025 permits a foreign investor to establish the company before IRC procedures, provided Article 8 market access conditions are met at incorporation. Under Article 24.5 of Decree 168/2025 and Article 7 of Decree 296/2026, the enterprise registration dossier omits the IRC but includes the investor’s commitment to satisfy market access conditions. The filing goes to the business registration office under the provincial Department of Finance (Article 20, Decree 168/2025). ERC issuance is typically about 2โ3 working days from a valid dossier [Verification Required].
The IRC must then be obtained before the project is implemented (Articles 26.1 and 29.2). For projects not subject to policy approval, Article 39.3 of Decree 96/2026 sets a 10-working-day period from a valid dossier, subject to conditions.
Route 2: IRC first
The traditional sequence remains available for a consulting company in Vietnam and is preferable where any service line is conditional or unbound. The IRC application is filed with the Department of Finance (Article 27), and the company is incorporated afterwards.
Core documents
- Investor identity documents, legalised under Decree 111/2011/ND-CP where issued abroad [Verification Required: legalisation route].
- Vietnamese translations (Article 5, Decree 96/2026); translator-signature certification suffices for enterprise registration under Decree 296/2026.
- Financial capacity evidence: under Article 6.7 of Decree 96/2026, audited statements for the last two years are not required and parent support letters need no validity period.
- Office lease evidence; project proposal and IRC application on Circular 55/2026 forms.
- Charter, member list and beneficial owner information (Article 17, Decree 168/2025).
Article 6 of Decree 96/2026 limits supplementation to one written request, which rewards a complete first submission. IVLF’s company incorporation team prepares these files in parallel.
Capital account and expatriate staff
Under Circular 38/2026/TT-NHNN, a foreign-owned company must open its foreign-investment capital account, and monetary capital contributions must be paid by bank transfer into it. Before the IRC, an established company may use it only to receive charter capital, pay lawful pre-investment costs and refund capital if no IRC issues. Opening an account before the company exists is not expressly addressed [Verification Required].
Seconded or hired expatriates fall under Decree 219/2025/ND-CP, effective 7 August 2025. Stays under 90 days per calendar year can be exempt from a work permit (Article 7(13)), with notice three working days ahead (Article 9(4)). Intra-company transfers qualify only for employees of a foreign enterprise with commercial presence in one of the 11 WTO-scheduled service sectors, employed at least 12 consecutive months [Verification Required: whether the specific consulting line falls within those sectors]. A work permit is applied for 10 to 60 days before start, decided within 10 working days and lasts up to two years.
Risk matrix for a consulting company in Vietnam
| Issue for a consulting company in Vietnam | Legal position | Commercial impact | Risk | Mitigation |
|---|---|---|---|---|
| Regulated service bundled into scope | Sector statutes apply; market access tested at incorporation | Refusal, supplementation, or later sanction | High | Narrow scope; express exclusions |
| Inaccurate market access commitment | Commitment required under Decree 296/2026, Art. 7 | Post-registration enforcement exposure | High | Pre-filing mapping memo |
| Operating before IRC | IRC required before implementation (Art. 29.2) | Sanctions; contract and invoicing issues | Medium | Board resolution deferring client work |
| Unbound sub-sector | Ministry consultation possible | Unpredictable timeline | Medium | Use Route 2; carve out |
| Late capital contribution | 90 days from ERC under Law on Enterprises; bank transfer into the capital account (Circular 38/2026, Art. 4.4) | Mandatory capital adjustment; penalties | Medium | Open the capital account promptly |
Cross-border delivery and permanent establishment
Where foreign consultants spend extended periods in Vietnam delivering for an offshore-contracted client, permanent establishment and foreign contractor tax exposure may arise under the applicable tax treaty [Verification Required]. Contracting through the local consulting company in Vietnam, with a documented subcontract to the parent, is usually cleaner.
Intercompany agreements and withholding
Management fees, brand licences and secondments from the parent need written agreements, arm’s-length pricing support and foreign contractor tax analysis [Verification Required]. The standard corporate income tax rate is 20% under CIT Law 67/2025/QH15 [Verification Required]. Our tax practice typically reviews these flows before the first invoice is issued.
Hypothetical scenario
A Singapore-headquartered advisory group plans a 100% subsidiary in Hanoi as its first consulting company in Vietnam, offering strategy consulting, “investment advisory” and executive search. Filing all three under Route 1 risks a supplementation request or a later finding that the market access commitment was inaccurate. A defensible structure registers strategy consulting under VSIC 7020 with written exclusions and defers executive search until foreign eligibility is confirmed.
The right scope depends on facts the regulations do not answer for you: the precise services, the investor’s nationality and treaty access, the ownership structure, and how revenue will be earned. IVLF prepares a Market Access & Structuring Memo for a consulting company in Vietnam, mapping each service line to its treaty and domestic position, recommending a filing route and listing the documents required, followed by a pre-filing red-flag review. Downstream support covers the capital account, work permits and a monthly compliance retainer.
Confidential consultation: (+84) 936 726 065 ยท info@ivlf-advisors.com.
Planning Your Market Entry into Vietnam?
Foreign ownership restrictions and capital account regulations vary significantly by industry sector. Send your proposed business scope and target timeline to our Corporate Practice Team via WhatsApp or Email for a complimentary 24-hour Feasibility & Regulatory Check.
Frequently Asked Questions
Can a foreign investor own 100% of a consulting company in Vietnam?
For pure management consulting, full foreign ownership is generally accepted in practice. Ownership limits may apply to adjacent services such as recruitment or regulated professional services, so check each line against Appendix I of Decree 96/2026 and treaty commitments.
Is a separate management consulting license required?
Generally no. For a consulting company in Vietnam the operative authorisations are the enterprise registration certificate and the investment registration certificate, with correctly scoped business lines. Separate licences apply only to regulated services such as tax agent, audit, legal or employment services.
Can the company be incorporated before the IRC is issued?
Yes. Article 19.2 LOI 2025 allows incorporation first, provided market access conditions are met and a written commitment is filed. The IRC must still be obtained before the project is implemented.
How long does licensing a consulting company in Vietnam take?
ERC issuance is typically about two to three working days; IRC issuance for projects not requiring policy approval is ten working days from a valid dossier.
Why do CPC codes matter if registration uses VSIC?
Treaty commitments are expressed by CPC codes, while registration uses VSIC. Officers read the scope description against the commitments, so the narrative beneath each VSIC code must align.
Conclusion: counsel’s pre-filing checklist
Before filing for a consulting company in Vietnam, confirm three things in writing. First, that every intended service line has been mapped to its CPC reference, treaty position and domestic overlay. Second, that the scope narrative contains express exclusions for regulated professional services. Third, that the board has resolved not to deliver client work until the IRC issues.
This article provides general information on Vietnamese law as of 10 October 2026. It is not legal advice on any specific matter and should not be relied on without advice on the relevant facts.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
