1. What is information technology? What are information technology services?

Information Technology (IT) is a crucial sector in the process of digital transformation and economic development of Ho Chi Minh City. Pursuant to Article 4.1 of the Law on Information Technology 2006, Information Technology is defined as the combination of scientific and technological methods and modern technical tools for producing, transmitting, collecting, processing, storing and exchanging digital information.

Information Technology services (IT services) refer to all activities related to the provision, implementation, and management of technological solutions. These activities not only include the supply of software and hardware but also extend to cloud computing services, cybersecurity, and data services.

When establishing an Information Technology Company (IT Company) or registering to conduct business in information technology services (IT services) in Ho Chi Minh City, enterprises usually register for the following Business Line Codes:

2. Are foreign investors permitted to set up an Information Technology Company (IT Company) in Ho Chi Minh City?

Answer: Yes. Foreign investors are fully permitted to set up an Information Technology Company (IT Company) or to contribute capital and purchase shares in Information Technology Companies (IT Companies) in Ho Chi Minh City. This is a sector which is strongly encouraged for development, particularly in the context of national digital transformation.

Pursuant to the Law on Investment 2020, Ho Chi Minh City’s WTO Commitments, and other international commitments to which Ho Chi Minh City is a member, the information technology services (IT services) sector is not included in the list of sectors prohibited or restricted to foreign investors. This means that:

• Foreign investors can establish a wholly foreign-owned company in the field of information technology (IT).
• Or foreign investors can choose the form of a joint venture with a Ho Chi Minh Cityese partner in order to take advantage of market opportunities.
• Or foreign investors can contribute capital, purchase shares/capital contributions in Information Technology Companies (IT Companies) already established in Ho Chi Minh City.

3. Forms of establishment of an Information Technology Company (IT Company) in Ho Chi Minh City

Foreign investors whether individuals or organizations, can establish an Information Technology Company (IT Company) in Ho Chi Minh City in the form of:

• Sole proprietorship – an individual owns the business and is personally liable for all business activities with their entire property.
• Partnership – requires at least two general partners (individuals) with unlimited liability, and may include limited partners (individuals or organizations) whose liability is limited to their capital contribution.
• Single-member limited liability company – the foreign investors hold 100% of the charter capital.
• Multi-member limited liability company – at least two members contribute capital in cash or property to set up a company. The members share profits and risks in proportion to their capital contributions.
• Joint-stock company – at least three shareholders who participate in the company. They can share the profit and risks, similar to the Multi-member limited liability company. However, the joint-stock company has the right to issue shares and list on the stock exchange.

4. What types of licenses are required for establishing an Information Technology Company (IT Company) in Ho Chi Minh City?

To lawfully operate an Information Technology Company (IT Company) in Ho Chi Minh City, foreign investors are required to prepare and obtain the following licenses/permits:

• Investment Registration Certificate (IRC)
• Enterprise Registration Certificate (ERC)
• Certain additional sub-licenses (depending on the specific case)

In addition to the two principal licenses of the IRC and the ERC, depending on the specific business activities, an Information Technology Company (IT Company) may also be required to obtain:

• Retail business license (if engaging in the wholesale or retail of information technology equipment)
• License for trading in cyberinformation security products and services (if operating in the field of cybersecurity and data security).
• Certificate of eligibility for security and order conditions (if trading in disguised equipment and software used for audio recording, video recording, or positioning).
• …

5. Procedures for the establishment of an Information Technology Company (IT Company) in Ho Chi Minh City

When establishing an Information Technology Company (IT Company), it is essential to clearly understand the procedures in order to ensure that all operations are lawful and carried out smoothly. Below are the necessary requirements as well as the implementation process to help you commence effectively:

Procedure for applying for an Investment Registration Certificate (IRC)

a. Competent authority: Department of Finance, where the foreign investor registers the establishment of the Information Technology Company (IT 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 proving the financial capacity of the investor, including at least one of the following:
• The investor’s financial statements for the two most recent years;
• Commitment of financial support from the parent company;
• Commitment of financial support from a financial institution;
• Financial capacity guarantee of the investor;
• Other documents proving the financial capacity of the investor.
• Investment project proposal.

If the law on construction requires a pre-feasibility study report, the investor may submit such a report in lieu of the project proposal;

• The project does not request the State to allocate or lease land, or to permit land repurposing, a copy of the land use right certificate or other documents proving the investor’s lawful right to use the location for execution of the investment project is required to be submitted;
• A written explanation on the technology to be applied in the investment project if the project is subject to appraisal or collection of opinions on the technology in accordance with the Law on Technology Transfer.

c. Procedures and steps for implementation

Step 1: Submission of application

The investor submits one (01) set of the application for the Investment Registration Certificate (IRC) as specified in the above Point b of this Section to the Department of Finance.

Step 2: Receipt and examination of the dossier

Department of Finance shall receive and examine the legal validity of the dossier:

• If the dossier is valid, a Receipt shall be issued to the applicant;
• If the dossier is incomplete or invalid, the receiving officer shall be responsible for guiding the investor to revise and supplement the dossier in a timely manner.

Step 3: Notification of result

Department of Finance shall issue the Investment Registration Certificate (IRC) to the investor within 15 days from the date of receipt of a valid dossier, provided that the investment project meets the following conditions:

• The investment project does not involve any prohibited business line under the Law on Investment or relevant international investment treaties;
• There is a location for execution of the investment project, which is determined according to the valid copy of the land use right certificate or a valid lease agreement, or other valid documentation confirming the investor’s lawful right to use the project location;
• The investment project conforms to the planning schemes in accordance with the law;
• The project satisfies conditions concerning the investment capital per land area as prescribed by the provincial-level People’s Committee, based on actual local conditions and approved by the Standing Committee of the Provincial People’s Council (if any), and the number of employees to be used (if any);
• Market access conditions applied to foreign investors are satisfied.

Procedure for applying for an Enterprise Registration Certificate (ERC)

a. Competent authority: Business Registration Office (BRO)– Department of Finance where the enterprise is registered for establishment.

b. Dossier

• Application for enterprise registration;
• Company charter;
• List of members/founding shareholders/shareholders being foreign investors; list of beneficial owners of the enterprise (if any);
• Copy of the legal identity document of members who are individuals and of the legal representative;
• Copy of the legal documents of the organizational members/shareholders and the instrument of authorization for the authorized representative; legal documents of the individual who is the authorized representative of such organizational member/shareholder.
• For members/shareholders being foreign organizations, the copies of the legal documents of such organizations must be consularly legalized;
• Copy of the Investment Registration Certificate (IRC).

c. Procedures and steps for implementation

The detailed process for obtaining the Enterprise Registration Certificate (ERC) is as follows:

Step 1: Submission of application

The investor submits one (01) set of the application dossier for the Enterprise Registration Certificate (ERC), as specified in Point b of this Section, corresponding to the type of enterprise to be established, to the Business Registration Office (BRO) under the Department of Finance at the place where the investor establishes the Information Technology Company (IT Company).

Step 2: Receipt and processing of the application

Upon receipt of the application, the Business Registration Office shall issue a Receipt to the applicant.

After issuing the receipt, the BRO shall accurately input all information from the application dossier, verify its legal validity, and upload the digitized documents to the National Enterprise Registration Information System.

Step 3: Notification of result

Within 03 working days from the date of receipt of the application, the BRO is responsible for reviewing the dossier’s validity and issuing the ERC. If the application is invalid, the BRO must notify the applicant in writing, specifying the necessary amendments or supplements. In case of refusal, the BRO must notify the applicant in writing, clearly stating the reasons.

Step 4: Post-registration procedures

After being granted the Enterprise Registration Certificate (ERC), the investor shall proceed with the following procedures:

• Engraving the company seal;
• Preparing and displaying the company signboard at the registered office address;
• Registering for a digital signature certificate;
• Purchasing and issuing electronic invoices;
• Registering a corporate bank account;
• Filing the initial tax declaration.

6. How much does it cost to establish an Information Technology Company (IT Company) in Ho Chi Minh City?

Each service provider will have its own fee schedule tailored to its clients. At Phong & Partners, we provide legal consulting and representation services for carrying out the procedures of registering and establishing an Information Technology Company (IT Company) in Ho Chi Minh City. Our fees vary depending on the scope of work and the specific requirements of each investor, with the aim of optimizing costs and ensuring the clients’ interests in all agreements.

At Phong & Partners, we also offer comprehensive consulting and representation services for the establishment of an Information Technology Company (IT Company) for foreign investors. Our service fees are flexible and determined based on:

• The specific scope of work;
• The detailed requirements of the client;
• The complexity of the application and the nature of the intended business activities.

Phong & Partners is committed to delivering cost-optimized, transparent, and tailored solutions that align with each investor’s financial plans, while ensuring full legal compliance and maximizing the protection of our clients’ rights and interests in all transactions and contracts.

7. Where can you find reputable services for establishing an Information Technology Company (IT Company) in Ho Chi Minh City?

Given the more complex requirements and procedures compared to domestic investors, foreign investors will inevitably face certain difficulties when establishing an Information Technology Company (IT Company) in Ho Chi Minh City. Therefore, in order to support foreign investors in the process of establishing an Information Technology Company (IT Company) in Ho Chi Minh City, Phong & Partners provides comprehensive legal services for the establishment of foreign-invested enterprises, including but not limited to the following:

a. Legal consulting package

• Consulting on conditions, choice of investment form and location; investment incentive policies, tax policies, labor law, etc.
• Consulting on, preparing investment projects, and carrying out investment registration procedures in Ho Chi Minh City.
• Consulting on legal matters throughout the implementation and operation of the project.
• Consulting on procedures for the establishment of companies, representative offices, and branches of foreign companies in Ho Chi Minh City.
• Consulting on all other matters related to company establishment in Ho Chi Minh City.

b. Procedural services package

• Preparing all required documents
• Guiding clients in the preparation of necessary application dossiers.
• Submitting applications for investment registration and enterprise registration to the competent authorities.
• Carrying out procedures for obtaining conditional sub-licenses for each business line, if necessary.
• And various other legal procedures.

Phong & Partners has consistently been entrusted by both individual and enterprise clients with responsibilities across various legal fields. With a team of highly experienced and specialized investment lawyers who continuously update their legal knowledge, Phong & Partners is confident in providing effective support for matters related to the establishment of an Information Technology Company (IT Company) in Ho Chi Minh City.

With the motto “REPUTABLE – DEDICATED – PROFESSIONAL”, Phong & Partners is committed to delivering dedicated, prompt, and effectiveservices in consulting and establishing Information Technology Company (IT Company) in Ho Chi Minh City for foreign investors.

Learn more about our legal services at: https://phong-partners.com/en

8. FAQs 

a. Are there any requirements for certificates or licenses for conducting business in the field of information technology services (IT services)?

Normally, conducting business in information technology services (IT services) does not require specific certificates or licenses, except in cases where the enterprise engages in certain specific business lines or products/services that require certificates of eligibility for operation (sub-licenses). For example, trading in disguised equipment and software used for audio recording, video recording, or positioning requires a Certificate of eligibility for security and order.

b. Are there any tax incentives for establishing an Information Technology Company (IT Company)?

Pursuant to Article 11.1(b) and Article 12.1 of Circular No. 96/2015/TT-BTC; Article 10.1 of the Law on Corporate Income Tax 2025, enterprises with new investment projects in the field of software production are entitled to preferential policies on corporate income tax (CIT), with the tax rate reduced to 10% for a period of 15 years, applicable from the first year in which taxable revenue is generated. In particular:

• Exemption from corporate income tax (CIT) for the first 04 years, during which the enterprise is not required to pay CIT.
• A 50% reduction of the payable tax amount for the following 09 years, meaning the enterprise shall pay 50% of the 10% CIT rate.
• Application of the 10% CIT rate for the subsequent 02 years.
• From the 16th year onwards, application of the standard 20% CIT rate.

Note:

• The period of corporate income tax (CIT) exemption and reduction for Information Technology Company (IT Company) shall be calculated continuously from the first year in which taxable revenue is generated (Article 12.2 of Circular No. 96/2015/TT-BTC).
• CIT incentives do not apply to enterprises engaged in software service business (i.e., the purchase and sale of software).
• Information Technology Company (IT Company) are still required to file tax declarations and reports even if no revenue is generated.