How to Register a Sole Proprietorship (Doanh Nghiệp Tư Nhân in Vietnam

Vietnam’s fast-growing digital economy, skilled freelance talent, and expanding global connectivity make it an exciting place to build a freelance career. When you register as a sole proprietorship (doanh nghiệp tư nhân), you gain full authority over your business—no partners to consult, and all profits go to you.

The process is impressively streamlined, with many steps handled online, minimal paperwork, and swift approvals. Without hefty fees or complex formalities, you can get up and running quickly. The main caveat is that you bear unlimited personal liability and must keep up with tax filing and record-keeping yourself. But for many independent consultants, creators, and small-scale providers, the independence and simplicity make the structure highly appealing.

Disclaimer: This article is for informational purposes only and does not replace legal or tax advice. Always consult official sources or licensed professionals before taking action.

What is a sole proprietorship (doanh nghiệp tư nhân) in Vietnam?

In Vietnam, a sole proprietorship is legally recognized as a doanh nghiệp tư nhân under the Enterprise Law 2020. It describes a business owned by one individual, who bears unlimited liability for all business debts and cannot issue shares, own multiple sole proprietorships, or invest in other business entities. It is managed through Vietnam’s National Business Registration Portal under the Ministry of Planning and Investment (MPI).

How does a sole proprietorship (doanh nghiệp tư nhân) work in Vietnam?

Sole proprietorship (doanh nghiệp tư nhân) vs Private Limited Company (Công ty TNHH) in Vietnam

Step-by-step guide: how to register a sole proprietorship (doanh nghiệp tư nhân) in Vietnam

Step 1: Check eligibility and gather documents

You must be at least 18, mentally capable, and have no disqualifying criminal record. Prepare a Vietnamese-language business name, owner information (ID/passport), basic contact info, registered address, and intended business activities.

Step 2: Reserve your business name and complete online application

Submit up to three Vietnamese business names via the National Business Registration Portal. Once approved, proceed to fill in the registration form with personal and business details and pay the VND 50,000 fee. You can file online or in person at your local Business Registration Office.

Step 3: Receive certificate and approval

The Business Registration Office reviews your application. In most cases, you'll receive your Certificate of Business Registration within three working days. If your business involves regulated sectors—like mining, export, or transportation—federal approval (e.g., from the Prime Minister) may add time.

Step 4: Register for tax and VAT

Register with the tax office to get your Tax Identification Number (TIN). Depending on your turnover, register for VAT (10% rate) or use an exempt/zero-rate declaration, which is common for exports.

Step 5: Begin operations and maintain compliance

Once registered, you may issue invoices and begin operations, keeping track of income and expenses. VAT and income tax filings are submitted monthly or quarterly, depending on your tax regime. Update any business changes through the online portal.

Step 6: Optional—open a business bank account

While not required, separating personal and business finances via a business bank account simplifies record-keeping and tax compliance.

Financial and tax obligations for sole proprietors (doanh nghiệp tư nhân) in Vietnam

• Corporate Income Tax (CIT): Generally taxed at 20% net income; simplified tax bases range from 1–5%, depending on business activity.

• VAT: Standard rate is 10%, with exemptions or 0% rate available for eligible exports. Though this may be subject to change in 2026.

• Record-Keeping: Maintain invoices, receipts, and tax documentation, particularly if using the simplified regime.

• Other requirements: Changes in business details, capital, or scope must be submitted to the Business Registration Office for formal amendment.

Launch your contracting career and stay compliant with Deel

Registering as a sole proprietor gives you independence, but it also means handling taxes, invoices, and records on your own. Deel’s all-in-one platform helps you manage obligations without the stress. With Deel, you can:

• Automate invoicing and expense tracking with essential bookkeeping tools
• Create, send, and sign localised work agreements
• Keep accurate records for tax season
• Access expert tax advice and compliance support
• Get paid through multiple payment and withdrawal methods
• Spend your earnings in USD with the Deel Card
• Access funds early with Deel Advance
• Enjoy contractor perks from 150+ partners

Stay independent, without the admin overload. Sign up to Deel for free today.

FAQs

What is the minimum capital required to start a doanh nghiệp tư nhân in Vietnam?
There is no minimum capital requirement. However, you must register the amount of capital that you intend to inject into the business, as per law.

Do doanh nghiệp tư nhân need to register for VAT?
Yes—if your annual turnover exceeds the VAT registration threshold. The standard VAT rate is 10%.

How much are the standard monthly or annual contributions?
Aside from registration costs (VND 50,000) and standard taxes, if eligible for simplified tax, you might pay as low as 1% of turnover. For instance, if your sales are VND 1 billion annually, your simplified tax could be just VND 10 million per year.

Can a doanh nghiệp tư nhân hire employees?
Yes, but you must register as an employer and manage payroll withholdings, social insurance, and related obligations.

How long does it take to register?
Typically, within 3 working days, unless your business is in a heavily regulated sector that requires additional approvals.

Can foreign nationals register as doanh nghiệp tư nhân in Vietnam?
Yes. Foreign individuals can register, though they may need local residence permits or authorization depending on their business activity.

Do doanh nghiệp tư nhân need a separate business bank account?
Not mandatory, but strongly advised. A dedicated account keeps finances organized and helps you remain audit-ready.

What happens if I stop working as a doanh nghiệp tư nhân?
You must apply for business closure via the Business Registration Office and settle final taxes and social insurance contributions.

Are there government incentives or reduced rates?
There are no general incentives, but simplified tax regimes (1–5% flat rates) serve as de facto support for small businesses. Some sectors like export or technology may benefit from preferential treatment.

Can I use Deel as a doanh nghiệp tư nhân to get paid by international clients?
Yes. Deel lets independent contractors in Vietnam receive global payments in multiple currencies, with transparent exchange rates and low fees.

Does Deel generate compliant invoices?
Yes. Deel automatically generates invoices meeting Vietnamese legal and tax requirements, including VAT where applicable.

Can Deel help with taxes as a sole proprietor in Vietnam?
Yes. Deel provides downloadable payment reports and tax documentation to help with filing returns—not a substitute for an accountant, but a helpful tool.

Does Deel offer contracts for freelancers and doanh nghiệp tư nhân?
Yes. Deel offers contract templates designed to comply with Vietnamese freelance and independent contractor practices.

Can I access benefits through Deel as a doanh nghiệp tư nhân?
Yes. Deel offers optional benefits like health and retirement plans to help freelancers gain added security.