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Viettonkin

Company Incorporation & Entity Setup in Southeast Asia

Entity selection, government registration and the next steps to operation across Vietnam, Thailand and Indonesia. One coordinated engagement.

Part of Viettonkin's Global Company Registration services

Foreign direct investment inflows to ASEAN rose 8 percent to USD 226 billion in 2024, even as global flows fell 11 percent, according to the ASEAN Investment Report 2025. The rules those investors meet are moving too: Vietnam's 2025 Investment Law took effect on 1 March 2026, Thailand made online filing the only route for new limited companies from 1 July 2026, and Indonesia is aligning business records with KBLI 2025. The structure you choose now decides what the business may do, who can own it and when it can trade, which is why Viettonkin settles it before coordinating the registration work in each market.

3Priority markets
2,000+Businesses supported
17 yearsAdvisory experience, since 2009
Fortune 500and VNR500 companies among our clients

What our incorporation engagement covers

The filing sequence depends on the market and on what the company will actually do. We agree the structure and the approval route before anyone prepares a registration dossier, because changing a registered structure later can mean amendment filings, fresh approvals or a new entity.

Entity structure advisory

We assess the legal vehicle against your ownership model, the activities the company will carry out, how it will be funded and where the group expects to expand. A wholly foreign-owned company, a joint venture with a local partner and a representative office have different consequences for ownership, revenue, tax and exit. The engagement starts with a structure recommendation and a short list of decisions your team needs to make.

Sector eligibility assessment

Foreign ownership restrictions, conditional business activities and sector licences differ between Vietnam, Thailand and Indonesia, and they attach to specific activities rather than to a general company description. We translate your business plan into the classifications each authority uses, identify the conditions that apply and confirm the approval path before filing begins.

Investment and business approvals

We prepare and coordinate the approvals the chosen route requires, from investment registration to promotion or foreign business permission. Investment approval is not a universal first step: Vietnam now allows a foreign investor, subject to the applicable requirements, to establish the company before the investment certificate, and each market has its own order. The sequence is set for your project rather than copied from a checklist.

Entity registration

We coordinate the company name, constitutional documents, shareholders, directors or legal representatives, and the registered address. Submissions are tracked and authority questions are answered through the registration process, so the dossier stays consistent from the first filing to the certificate.

Document authentication

Foreign documents usually need certification, translation and authentication before an authority will accept them, and the route depends on where each document was issued. Apostille rules are changing: the Convention entered into force for Vietnam on 11 September 2026 and enters into force for Thailand on 28 February 2027. We confirm the route for each investor jurisdiction and coordinate the document chain before submission, because gaps here are a common cause of delay.

Post-registration activation

We plan tax and invoicing setup, bank onboarding, capital contribution, employment compliance and any operational licences alongside the filing. Registration and readiness to trade are separate milestones, and the work between them is where new entities often lose time. Starting that preparation before the certificate is issued keeps the gap as short as the authorities and banks allow.

Registration process by market

Each country separates legal establishment from permission to carry out particular business activities. The milestones below show how the work is coordinated.

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Registration process by market
StageVietnamThailandIndonesia
Structure and eligibilityAssess ownership, business lines and the investment project.Assess the Foreign Business Act, genuine shareholding and eligibility for promotion or treaty treatment.Select the business activity codes and check ownership conditions and investment requirements.
Legal establishmentEnterprise Registration Certificate (ERC), with the investment registration route assessed for the project.Register the company with the Department of Business Development (DBD).Notarial deed and Ministry of Law approval establish the company.
Investment and licensingInvestment Registration Certificate (IRC) and sector approvals where required.BOI promotion, Foreign Business Licence or Foreign Business Certificate where applicable.OSS registration and NIB, followed by the permissions required for the activity risk level.
ActivationBank accounts, capital contribution, tax, e-invoices and employment setup.Banking, tax, employer setup and promotion or licence compliance.Banking, tax, employer setup and investment reporting.

One coordinated programme, from decision to operation

Many companies entering the region assemble market entry from separate providers: a law firm in one country, an accountant in another, a notary they have never met. Each handover adds delay and a gap where responsibilities can fall. Your incorporation plan should instead reflect how the business will operate after the certificate is issued.

Advisory before the dossier

We resolve the questions that shape the filing: what the company will sell, which shareholders will invest, who will manage it and what premises it needs. A structure that has to be unwound once operating requirements become clear is one of the costliest mistakes in market entry. Settling these points first gives document preparation a defined scope.

Coordination in each market

Viettonkin coordinates the local filing work and the relevant professional or partner support in each jurisdiction. The proposal names who delivers each part, which authority decisions the schedule depends on and which documents your team must supply. You brief one team rather than a separate provider in every country.

A practical project schedule

The plan separates document preparation, government processing and bank or licensing reviews, because each has different dependencies. Delays usually trace back to incomplete dossiers, unanticipated sector conditions or legalisation gaps, so we check the dossier before filing and reflect authority requests in the timeline rather than hiding them inside a promised incorporation date. You can see where the schedule depends on your team, on us and on the authorities.

Continuity after registration

Corporate secretarial, compliance, banking and HR support can follow the incorporation engagement with the same team. Scope, handover records and ongoing responsibilities are agreed before the initial filing work ends. That continuity means the people who registered the company already know its structure when the first filings fall due.

Who this service is for

The starting point is your operating plan, whether this is a first market entry or a change to an established regional structure.

First-time market entrants

Foreign companies establishing manufacturing, technology, professional services, healthcare or trading operations in a Southeast Asian market for the first time. They need the right entity structure and a complete dossier on first submission, and often need guidance on which local rules apply to their activity.

Regional expansion teams

Headquarters opening subsidiaries or cost centres in several markets at once. A single coordinated engagement gives them one point of contact, consistent reporting and a unified view of responsibilities and milestones, instead of separate local engagements to brief and manage.

Investors in conditional sectors

Businesses whose foreign ownership limits, capital plans or sector licences must be assessed before they commit to an entity, a partner or premises. For these investors, the order of approvals and the conditions attached to them shape the whole project plan.

Existing businesses changing structure

Companies converting a representative office into an operating company, adding business lines, increasing capital or changing ownership. Here the original registration has often become a constraint, and the change needs the same structure and approval analysis as a new entity.

Registration is the beginning of ongoing operations

Every registered entity carries obligations after incorporation: statutory records and filings, payroll and employment compliance, and a bank account that works for the markets you trade in. The next phase can be arranged as standalone support or a coordinated post-incorporation engagement.

Corporate secretarial

Statutory records, shareholder and board resolutions and the recurring corporate filing calendar. We keep the registered details consistent with how the company actually operates, including changes to officers, capital or business lines, because banks, auditors and licensing authorities rely on them.

Compliance support

Operational licences, investment reporting and regulatory obligations matched to the activities the company carries out. We map which obligations apply, who owns each one and when it falls due, so reporting does not depend on memory.

Payroll and HR administration

Employer registration and payroll processes appropriate to the planned workforce, including the permissions foreign staff need. Setting these up before the first hire avoids retrospective corrections to contracts, contributions and payroll records.

Corporate banking

Bank selection, onboarding documents and capital-transfer coordination, subject to each bank's own review. We prepare the corporate and beneficial-owner information banks commonly request, so account opening does not hold up capital contribution or the first payments.

Examples of our work

Selected incorporation engagements from our case studies. All three took place in Vietnam, and each summary describes the scope of the work Viettonkin carried out.

Site engineer in a hard hat holding a laptop at a construction site

VietnamManufacturing joint venture

Joint venture and factory setup: Chinese manufacturing investors

Viettonkin advised two investors from China on the legal process for establishing a joint venture company and setting up their factory, including compliance in construction and manufacturing and procedures for charter capital and business expansion. A retainership then covered adjusting the contents of the Investment Registration Certificate and the Business Registration Certificate.

Read the case study
Doctor talking with a patient across a desk in a medical clinic

VietnamHealthcare

Medical firm incorporation: Singaporean investor in Hanoi

Viettonkin advised a Singaporean investor setting up a medical firm in Hanoi, including solutions on compliance procedures. The work covered acquiring a local business and the transition of its contracts, human resources, tax and internal processes.

Read the case study
Software team reviewing code on a monitor in an office

VietnamTechnology

Software company incorporation: Singaporean investor

Viettonkin advised a Singaporean investor on incorporating a software company in Vietnam and accompanied the client through each stage of the legal process.

Read the case study

Frequently asked questions

Practical answers for your incorporation planning.

Is incorporation the same as Global Company Registration?

Company Incorporation is the entity-establishment capability within Viettonkin's broader Global Company Registration service. The wider programme includes ongoing corporate secretarial, compliance, banking and administrative support.

Can one engagement cover several countries?

Yes. The scope can coordinate Vietnam, Thailand and Indonesia, while maintaining a separate document checklist, approval route and timeline for each market.

How long does incorporation take?

The schedule depends on the entity, sector, document readiness and approval route. Government processing is only part of the schedule; authentication, bank onboarding and operational licences may add separate stages. A project-specific timeline is agreed after the initial assessment.

Do I need an investment approval before registering a company?

The sequence varies. Vietnam's 2025 Investment Law, effective from 1 March 2026, permits foreign investors to establish an economic organisation before the IRC subject to the applicable requirements. Thailand and Indonesia have their own establishment and licensing routes.

What should I prepare for the first consultation?

Your intended market and activities, proposed shareholders, approximate investment plan, expected headcount and target operating date. These allow the team to assess structure, sector conditions and the document requirements.

Start with the right structure.

Tell us where you are incorporating and what your business will do. We will scope the entity, approval route and documents needed to move forward.

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