State Fees for the Full FDI Company Formation Process: Itemized

Scenario: a Korean investor receives an “all-inclusive FDI setup” quote with a vague “state fees” line of VND 15 million and no breakdown. He wonders: what does the Vietnamese state actually charge, how much per item, and which amounts has the service provider bundled in? This article itemizes every state fee under current regulations so investors can cross-check.

First principle: separate “state fees” from “service charges”

State fees are payments to the state budget under fee schedules issued by the Ministry of Finance — receipted by state agencies. Everything else (dossier preparation, filing on your behalf, translation, advisory) is a service charge agreed between the parties, not a state fee. When reviewing a quote, investors should ask for the two groups to be separated: the state-fee group can be verified against the regulations below, while the service group should be compared across providers.

The itemized state-fee table

1. Investment Registration Certificate (IRC) issuance: VND 0. The most surprising item for many investors: IRC issuance carries no state fee whatsoever. The fee schedule accompanying the Law on Fees and Charges 97/2015/QH13 provides only for outbound investment registration certificates, with no fee for IRCs for projects investing into Vietnam. The IRC processing time is 10 working days from receipt of a valid dossier (Article 39(3) of Decree 96/2026/ND-CP), or 5 working days from the investment policy approval decision (Article 38(1)(a) of Decree 96/2026/ND-CP).

2. Business registration (ERC) fee: VND 25,000 per filing (2025–2026). Under the business-registration fee schedule accompanying Circular 47/2019/TT-BTC, new issuance, re-issuance and amendment of the Enterprise Registration Certificate costs VND 50,000 per filing. Circular 64/2025/TT-BTC cut this by 50% to VND 25,000 per filing, applicable from 1 July 2025 through end-2026; from 2027 the rate returns to VND 50,000. Notably, online filings are fully exempt — and since nearly all business registrations are now filed online, most FDI companies in practice pay nothing here.

3. Business registration publication fee: VND 100,000 per filing. Under the fee schedule accompanying Circular 47/2019/TT-BTC, enterprises must publish their registration content on the National Business Registration Portal and pay VND 100,000 when filing. Note the asymmetry: the registration fee is non-refundable if the dossier is rejected, but the publication fee is refunded where registration is not granted.

4. Year-one license tax: VND 0 (exempt). Under Article 3(8) of Decree 139/2016/ND-CP (as amended by Decree 22/2020/ND-CP, effective 25 February 2020), newly established organizations are exempt from license tax in their first year. From year two, the rates are VND 3 million/year (charter or investment capital above VND 10 billion), VND 2 million/year (VND 10 billion or below), and VND 1 million/year (branches, representative offices, business locations). Enterprises must still file the license-tax declaration by 30 January of the year following establishment (Article 10(1) of Decree 126/2020/ND-CP) even though nothing is payable.

5. Company seal: VND 0 in state fees. Under the 2020 Law on Enterprises, companies decide their own seal form and quantity and no longer notify the seal specimen to the business registration agency. The state charges nothing for seals; the engraving cost (a few hundred thousand dong) is a market price paid to the engraver.

6. Bank account opening, initial tax registration, digital signature, e-invoices: VND 0 in state fees. No fee regulation imposes any state charge for these steps. Any costs are service fees of banks, digital-signature and e-invoice providers — market costs, not state fees.

Total first-year state fees: under VND 200,000

Adding up every mandatory item: IRC VND 0 + business registration VND 0–25,000 + publication VND 100,000 + year-one license tax VND 0 + seal VND 0 = at most about VND 125,000. State fees are therefore a tiny fraction of real FDI setup costs — the bulk of the budget goes to translation, notarization, consular legalization, legal advisory fees and operating costs. If a quote lists “state fees” of tens of millions of dong without itemizing each charge against the regulations above, the investor should ask for clarification.

Frequently asked questions

Is there a state fee for IRC issuance?
No. No fee regulation imposes a charge for issuing an Investment Registration Certificate for inbound projects — the schedule under the Law on Fees and Charges 97/2015/QH13 covers only outbound investment certificates. Any money charged for “doing the IRC” is a service charge, not a state fee.

Does online business registration still cost VND 25,000?
No. Circular 47/2019/TT-BTC exempts business registration fees for online filings. The VND 25,000 rate (1 July 2025–end 2026 under Circular 64/2025/TT-BTC) applies only to paper filings submitted in person.

Exempt from year-one license tax — must the declaration still be filed?
Yes. Exemption from payment does not mean exemption from procedure: newly established enterprises must still file the license-tax declaration by 30 January of the year following establishment under Article 10(1) of Decree 126/2020/ND-CP. Missing the declaration can attract tax administrative penalties even though the amount due is zero.

Is the VND 100,000 publication fee refunded if registration is refused?
Yes. Under Circular 47/2019/TT-BTC, where business registration is not granted, the publication fee is refunded. The registration fee itself, once paid, is not refunded.

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