1. What is management consulting? What is a management consulting company?

Management consulting activities constitute a business service sector under Vietnam’s Schedule of Specific Commitments in Services to the World Trade Organization (WTO) and are classified as an economic sector under Decision No. 36/2025/QD-TTg. Accordingly, management consulting may be understood as the provision of advisory, guidance, and operational assistance services to enterprises and other organizations in relation to management matters, including the formulation of strategies and operational plans; financial decision-making; market objectives and policies; human resources policies; implementation planning; as well as production scheduling and supervision planning.

A management consulting company is an economic organization established in accordance with the Law on Enterprises 2020 and operating in the field of management consulting with the aim of improving governance efficiency, optimizing operational processes, and enhancing competitiveness. Services provided by a management consulting company may include advisory, guidance, or operational assistance to enterprises or public service entities, such as:

• Lobbying activities in relation to management consulting;

• Design of audit methodologies or mechanisms, audit cost programs, and treasury control mechanisms;

• Business consulting and assistance in planning, organization, operational efficiency, and management information systems;

• Occupational health and safety consulting, including the identification, documentation, and monitoring of risks.

When establishing a foreign-invested management consulting company in Vietnam, investors must clearly determine the scope of services permitted to be provided, ensuring that actual operations are consistent with the registered business lines and do not fall within prohibited sectors or conditional business lines subject to specific regulatory requirements. In the event that the enterprise intends to expand into services beyond the scope of the aforementioned management consulting activities, the investor must register additional business lines and fully satisfy the corresponding legal conditions in accordance with Vietnamese law.

2. Is it permissible to establish a foreign-invested management consulting company in Vietnam?

According to Vietnam’s WTO Commitments, Management consulting services (CPC 865) fall within the category of services for which there are no restrictions on the establishment of commercial presence in Vietnam.

Pursuant to the Law on Investment 2025 of Vietnam (effective from 01 March 2026), management consulting services are neither included in the List of prohibited business investment sectors (as stipulated in Article 6 of the Law on Investment 2025) nor in the List of Sectors subject to market access restrictions for foreign investors (as provided in Sections A and B, Appendix I of Decree No. 31/2021/ND-CP).

Accordingly, based on the aforementioned regulations, foreign investors are permitted to establish a management consulting company in Vietnam with up to 100% foreign ownership.

3. What is the minimum capital required to establish a foreign-invested management consulting company in Vietnam?

Currently, Vietnamese law does not prescribe any statutory minimum charter capital requirement for the establishment of a foreign-invested management consulting company in Vietnam. However, in practice, in order to ensure that the investor is financially capable of implementing the investment project and conducting business operations in a bona fide manner, the investment registration authority commonly requires a capital contribution ranging from USD 32,000 to USD 50,000 or higher. The proposed investment capital must be commensurate with the scale of operations, number of employees, and registered scope of business activities…

In addition, to accurately determine the capital required for project implementation, foreign investors should comprehensively assess all anticipated costs, including premises rental expenses, personnel costs, equipment and software procurement, marketing expenses (if any)… and contingency funds to maintain operations during the initial stage prior to generating stable revenue.

4. What licenses are required to establish a foreign-invested management consulting company in Vietnam?

Management consulting services do not fall within the List of conditional business lines under Vietnamese law. Accordingly, foreign investors are not required to satisfy specific business conditions or obtain any sub-licenses prior to commencing operations.

Therefore, in order to establish a foreign-invested management consulting company in Vietnam, the foreign investor is generally required to obtain the following two principal licenses:

• Investment Registration Certificate (IRC).

• Enterprise Registration Certificate (ERC).

5. Sequence and procedures for establishing a foreign-invested management consulting company in Vietnam

5.1. Procedures for obtaining the Investment Registration Certificate (IRC)

a. Competent authority: The department of finance where the foreign investor registers the establishment of the management consulting company.

b. Dossier:

• A written request for implementation of the investment project, including a commitment to bear all costs and risks if the project is not approved;

• Documents proving the investor's legal status;

• Documents evidencing the investor’s financial capacity, including at least one of the following: the investor’s financial statements for the last two years; commitment of financial support from the parent company; commitment of financial support from a financial institution; guarantee of financial capacity from the investor; or other documents demonstrating financial capacity;

• A proposal for the investment project including all contents as required by law. In cases where the law on construction requires the submission of a pre-feasibility study report, the investor may submit such report in lieu of the project proposal;

• If the project does not request land allocation, land lease, or land use purpose change from the State, the application must include a copy of the land use right certificate or other documents evidencing the right to use the proposed project site;

• Explanatory content on the technology to be used in the investment project, applicable to projects subject to appraisal or consultation on technology under the law on technology transfer;

• Other documents relating to the investment project or the investor’s eligibility and capacity, as required by law (if any).

c. Procedures and steps for implementation

Step 1: Submit the application dossier

The investor shall submit one set of application documents for the issuance of the Investment Registration Certificate as guided in Point b of this Section to the investment registration authority.

Step 2: Receipt and processing of the application

The Department of Finance receives and checks the legal validity of the application:

• If the application dossier is valid, the receiving authority shall issue a receipt confirming acceptance of the dossier to the applicant;

• If the dossier is incomplete or invalid, the receiving officer shall provide guidance to the investor for amendment and supplementation in accordance with applicable regulations.

Step 3: Notification of results

The Department of finance shall issue the Investment Registration Certificate to the investor within 10 days from the date of receipt of a valid dossier, provided that the investor fully satisfies the statutory conditions in accordance with applicable laws.

5.2. Procedures for obtaining the Enterprise Registration Certificate

a. Competent authority: The Business Registration Division under the Department of Finance of the province or centrally affiliated city where the foreign investor registers the establishment of the management consulting company.

b. Dossier:

• Application for enterprise registration;

• The company’s charter;

• List of members (for multi-member limited liability companies), or list of founding shareholders and shareholders that are foreign investors (for joint-stock companies);

• List of beneficial owners.

• Copies of the following documents: Legal documents of the individual who is the legal representative; Legal documents of each member/shareholder (whether individual or organization) and legal documents of the authorized representative (if the member/shareholder is an organization), along with the authorization decision;

• Investment Registration Certificate.

c. Procedures and steps for implementation

Step 1: Submit the application dossier

The investor shall submit one set of application documents for the issuance of the Enterprise Registration Certificate as guided in Point b of this Section to the Business Registration Office under the Department of Finance where the investor intends to establish the management consulting company.

Step 2: Receipt and processing of the application

After receiving the enterprise registration application, the Business Registration Office shall issue a Receipt of application to the applicant.

Step 3: Notification of results

Within 03 working days from the date of receipt of the application dossier, the Business Registration Division shall examine the validity of the enterprise registration dossier and notify the applicant as follows:

• In case the dossier is complete and valid: issue the Enterprise Registration Certificate;

• In case the dossier is incomplete or invalid: provide a written notice specifying the contents requiring amendment and supplementation to the applicant.

Step 4: Post-establishment procedures

After being granted the Enterprise Registration Certificate, the investor must carry out the following post-establishment procedures:

• Engrave the company seal;
• Prepare and display the company signboard at the registered office address;

• Register for a digital signature certificate;

• Purchase and issue electronic invoices;

• Register a corporate bank account;

• Submit initial tax declarations.

6. How much does it cost to establish a management consulting company in Vietnam?

Each service provider adopts its own fee schedule tailored to its client base. At Phong & Partners, we provide advisory services and act on behalf of investors in carrying out procedures for the establishment of foreign-invested management consulting companies in Vietnam. Our professional fees vary depending on the scope of work and the specific requirements of each investor, with a view to optimizing costs while safeguarding clients’ legitimate rights and interests in all engagements. Specifically, our fees are structured flexibly based on:

• The defined scope of services;

• The client’s specific requirements;

• The complexity of the application dossier and the intended business lines.

Phong & Partners is committed to delivering cost-effective, transparent, and tailored solutions aligned with each investor’s financial plan, while ensuring full legal compliance and the maximum protection of clients’ rights and interests in all transactions and agreements.

7. Where to find a reputable service provider for establishing a foreign-invested management consulting company in Vietnam?

Given that the requirements and procedures applicable to foreign investors are generally more complex than those for domestic investors, foreign investors may encounter various legal and administrative challenges when establishing a foreign-invested management consulting company in Vietnam. Phong & Partners provides comprehensive legal services relating to foreign-invested enterprise establishment, including but not limited to the following:

• Advising on application dossiers, statutory conditions, and procedures for investment and enterprise establishment in Vietnam;

• Advising on personal income tax (PIT), corporate income tax (CIT)… and other applicable tax incentives available to foreign investors;

• Preparing application dossiers for the issuance of the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC);

• Acting on behalf of clients in submitting dossiers and obtaining the IRC and ERC from competent state authorities;

• Advising and assisting with initial tax registration procedures following incorporation;

• Drafting templates of employment contracts, probation contracts, internal labor regulations, financial regulations, and related internal documents;

• Drafting and participating in negotiations of commercial contracts, including sale and purchase agreements, international trade contracts, and service agreements;

• Advising on, representing clients in negotiations, and resolving internal corporate disputes, commercial disputes, and other disputes arising from business operations;

• Advising on and representing clients in procedures relating to division, separation, consolidation, merger, and corporate restructuring;

• Registering trademarks and copyright protection;

• Providing other legal services related to investment and enterprise operations.

Phong & Partners has consistently been entrusted by individual and corporate clients across a wide range of legal matters. With a team of highly experienced investment lawyers possessing strong professional expertise and a commitment to continuously updating their knowledge of applicable laws, Phong & Partners is confident in providing effective legal support to foreign investors in relation to the establishment of advertising companies in Vietnam.

Guided by the motto “PRESTIGE – DEDICATION – PROFESSIONALISM”, Phong & Partners is committed to delivering dedicated, prompt, and efficient advisory and company formation services for foreign investors establishing advertising companies in Vietnam.

For further information regarding the legal services provided by Phong & Partners, please visit: www.phong-partners.com.

8. Frequently asked questions on the establishment of a foreign-invested management consulting company in Vietnam

8.1. What sectors are excluded from management consulting services?

Pursuant to Decision No. 36/2025/QD-TTg dated 29 September 2025 of the Prime Minister promulgating the Vietnam Standard Industrial Classification, management consulting activities under industry code 7020 do not include and are not permitted to provide services in the following sectors:

• Computer software design for audit systems;

• Legal consultancy and legal representation services;

• Accounting, auditing, and tax consultancy services;

• Architectural, engineering, and other technical consultancy services;

• Advertising activities;

• Market research and public opinion polling;

• Employment placement and recruitment consultancy services;

• Casting agency activities;

• Educational consultancy services.

8.2. Are there any requirements regarding the legal documents of foreign investors when submitting the application dossier?

Yes. Where a member or shareholder of the company is a foreign organization, copies of the legal documents of such organization must be translated into Vietnamese, notarized, and consularly legalized prior to submission to the competent authority.

Should you require assistance in establishing a management consulting company in Vietnam, please contact Phong & Partners at Tel: 02363.822.678 or Hotline: 0905.503.678 for consultation and a detailed fee quotation tailored to your specific circumstances. Phong & Partners stands ready to accompany clients in their market entry and business development journey in Vietnam.