A foreign investor setting up a software company in Vietnam should first define what the company sells and who operates the service. Writing code for a client is different from running a payment service, an online game, an intermediary marketplace or a telecommunications service.
This guide is for overseas founders, software groups and outsourcing businesses establishing a Vietnamese development team or product company. It covers the initial document pack and legal decisions; it does not treat every business described as “tech” as the same investment or licensing case.
Describe the service, not just the technology
Use a short activity statement identifying the customer, deliverables, operator and revenue source. Explain whether the Vietnamese company will provide development staff, deliver a custom product, license its own software, host a service or run a platform for third parties.
- Development and outsourcing: programming, testing, integration, maintenance and related deliverables for a client.
- Own products: development and commercialisation of software controlled by the company.
- SaaS: identify the underlying service, hosting arrangements, customer relationship and data flows.
- Regulated operations: identify any activity involving payments, games, online platforms, telecommunications, security products or another regulated service.
A feature used by the client does not automatically become the developer’s regulated business. Conversely, calling an operated service “software” does not remove its regulatory requirements. Keep a record of the contractual and technical division of responsibilities.
Assess ownership and registration together
Foreign ownership must be assessed against the investor’s circumstances and the precise activities. Computer-related service commitments can support foreign investment in core development activities, but they are not a universal exemption for hosting, digital content, platforms and other adjacent services.
Map the current Vietnamese business classifications and any relevant treaty service classification to the actual work. Avoid selecting a code merely because its description includes “software”. A company with several revenue models may need more than one classification and separate conditions.
For a new entity, coordinate enterprise registration and investment registration where required. The 2026 investment framework allows an eligible foreign investor to establish the company before completing IRC procedures, subject to the applicable conditions. It should not be read as permission to omit project registration or begin a project before the required investment procedures are completed.
For investment into an existing team or business, review the share acquisition route, the target’s registrations and the ownership of its software before completing the transaction.
Prepare an investor and operating-model pack
This is an initial preparation list. The application forms and final supporting documents depend on the chosen corporate and investment route.
- Investor passports or corporate registration documents, ownership chart and authorised signatory evidence.
- Proposed members or shareholders, capital allocation, legal representative and registered office.
- Financial evidence, funding sources and a realistic staffing and operating budget.
- Service description, customers, delivery model, proposed contracts and revenue assumptions.
- Proposed project location, premises documents, team size and implementation schedule.
- For an acquisition: the target’s company and investment documents, material contracts, IP records and compliance information.
Prepare an additional model diagram if the company will host customer data, operate an online platform or provide a service beyond development. Show the entities, servers or hosting providers, customers, payment arrangements and data transfers. This lets the legal review address the business actually being launched.
Check for additional operating requirements
There is no single general IT operating licence that should be added automatically to every programming company’s checklist. Review whether the company itself will undertake an activity subject to a specific licence, registration, notification or continuing condition.
Examples requiring separate analysis include operating online games, providing regulated security services, running a payment service or a digital platform. G1 game licensing and security licensing each have their own scope. A software-development contract should not be substituted for permission to operate the resulting service.
The 2026 digital-industry framework distinguishes digital products and services. Classification matters when describing activities and evaluating any proposed incentive. Do not assume that every software company qualifies for a tax holiday or that all its revenue receives the same tax treatment.
Resolve contracts and code ownership before delivery
For outsourcing, agree who owns the deliverables and when rights pass. For an investor acquiring an existing business, verify the chain of rights rather than assuming the company owns every repository used by its team.
- Define the specification, deliverables, milestones, acceptance tests and change-control procedure.
- Separate pre-existing IP, new code, client materials and third-party components.
- Address open-source licences, libraries, tools and restrictions on reuse.
- Record employee and contractor obligations on confidentiality, ownership and handover.
- Agree maintenance, service levels, security responsibilities, liability and exit assistance.
- Check whether the customer can obtain the source code, access credentials and documentation needed after termination.
Our contract drafting and review service can address the intended delivery model within an agreed scope. Trade mark protection for the product or company brand is a separate matter from ownership of the software code.
Map customer and employee data
Identify the personal data used in recruitment, development, testing, support and production. Establish which entity determines its use, who processes it and which vendors or group companies receive it. Use test data carefully rather than copying customer production data into development environments by default.
Review the applicable privacy, security and cross-border requirements for the actual data flows. Contract clauses should match the technical arrangements, including access controls, incident handling, retention, deletion and subcontracting. A group privacy policy alone does not resolve every processing or transfer obligation.
Sequence setup, hiring and customer launch
- Confirm activities and ownership: resolve the development-versus-operation distinction and the proposed company structure.
- Prepare and file: align enterprise and investment documents, premises, funding and project details.
- Complete operating workstreams: review sector procedures where relevant, customer contracts, IP and data arrangements.
- Prepare the team: employment and contractor documents, payroll processes and any foreign-worker authorisation.
- Check launch readiness: confirm that the company’s registrations, permissions and contracts match the first live service.
See foreign-invested company formation and employment and foreign workforce support. Owning shares does not, by itself, settle a foreign founder’s work-authorisation or residence position.
What affects timing and professional fees?
Important variables include investor-document readiness, ownership complexity, the project description, office arrangements and whether the company will operate a regulated service. Contract and data work can proceed alongside some registration tasks, but dependencies should be recorded.
Ask for a scope separating formation, investment registration, specialised licensing, contract work, privacy work and post-registration support. Translation, certification, authority charges and external technical services should be identified where applicable. A certificate-processing period is not a promise of a complete commercial launch date.
Prepare the first discussion
Send the investor country, ownership plan, customer type, service description, team location and intended launch date. Include whether the company will only develop software for clients or operate a service itself. Duong Tri Law can discuss the required legal work and agree the deliverables and responsibilities before engagement.
Sources and related reading
This is a planning guide, reviewed against the sources listed above as at 22 October 2026. The filing route and final document list must be confirmed against the project and rules applicable at submission.