[2026 Edition] Practical Guide to Establishing and Operating a Company in Vietnam — Wakka Inc. Systematizes Knowledge Gained from 14 Years of On-the-Ground Organizational Management

Wakka Inc. (headquartered in Chiyoda, Tokyo; Representative Director: Hiroyuki Hirano), a leading driver of DX promotion and offshore development in Southeast Asia, has compiled a 2026 edition practical guide for Japanese companies considering or advancing into Vietnam, covering everything from company incorporation to stable operations.

Based on the track record of building and operating a development organization of over 150 people since establishing a local base in 2012, the guide systematizes knowledge truly needed in the field — including capital structure design, legal procedures, troubleshooting, and talent management.

This release organizes concrete solutions to challenges faced by Japanese companies into 5 key areas, drawing on the know-how Wakka Inc. has accumulated over the years.

♦ Vietnam Company Establishment & Operations Roadmap

The roadmap covers the following 5 areas.

1. Selecting Your Market Entry Strategy and Structure
── Choosing the right "vehicle" for your business purpose is the starting point for everything

There are several main structures for entering Vietnam, and selection must match your business objectives.

[Local Corporation (Wholly Owned / Joint Venture)]

This structure is essential when conducting full-scale sales activities or hiring locally. As of 2026, 100% foreign ownership is permitted in sectors such as IT, consulting, and parts of manufacturing, but foreign ownership ratios are restricted in advertising, logistics, retail, and similar industries, making the selection of a local partner critical.

[Representative Office]

This structure is limited to market research and liaison with the head office. Direct revenue-generating activities are not permitted, but it is suited for getting a feel for the local market while keeping initial costs low.

[Branch Office]

This structure allows conducting business in Vietnam as a division of the parent company. Procedures are simpler than full incorporation, but the scope of business is restricted, so incorporation into a local entity comes into view for long-term expansion.

▼ Strategic Key Points

Strategic design is essential, taking into account corporate tax incentive programs (such as 4-year exemption and 9-year 50% reduction), a preferential tax rate of 10% for software businesses (for 15 years from revenue recognition), and the market structure with a large working-age population.

Related article: What are the benefits of incorporating in Vietnam? Procedures and key considerations explained!

https://wakka-inc.com/blog/12690/

2. Capital and Cost Planning
── Don't take "no minimum capital requirement" at face value

The absence of a legally mandated minimum capital requirement is a separate matter from practical hurdles.

[Capital Amount Guidelines]

For IT services, USD 100,000–150,000 is the practical benchmark for obtaining an Investment Registration Certificate (IRC), with manufacturing requiring even higher amounts.

[Easily Overlooked Running Costs]

Incorporation fees...