Scenario: a foreign HR group plans an ’employment service company’ in Vietnam that will both match domestic workers with local employers and send Vietnamese workers to jobs in Japan. One of these two activities is open to the company under the current employment-service licensing framework, Decree 352/2025/ND-CP; the other — labor export — is reserved by law for enterprises with 100% domestic capital. Applying for the wrong license wastes months.
Domestic employment services: Decree 352/2025/ND-CP, three hard conditions (framework in force since 1 January 2026)
For job-matching services within Vietnam (connecting employers and workers), an enterprise needs an employment service license. The three substantive conditions:
- Escrow: an escrow deposit of VND 300 million placed at a Vietnamese commercial bank or a lawful foreign bank branch in Vietnam (Clause 2, Article 15 and Article 16 of Decree 352/2025/ND-CP) — the escrow may be drawn only to settle obligations the enterprise fails to perform in its employment services, and must be topped back up within 30 days of any use.
- Premises: headquarters and branches owned by the enterprise or leased under a contract with a remaining term of at least 02 years (24 months) as of the filing date (Clause 1, Article 15) — the current framework no longer requires the 36-month stable lease of the preceding period.
- Legal representative: the enterprise’s legal representative must not be restricted in or deprived of civil act capacity, and must hold a university degree or higher or have at least 02 years (24 months) of experience in employment services or labour supply (Clause 3, Article 15) — the personnel test now attaches to the legal representative; the former dedicated team of at least 3 college-educated staff no longer exists.
The dossier is filed at the provincial Public Administration Service Centre where the headquarters is located, or online via the National Public Service Portal; licensing authority rests with the provincial People’s Committee (Article 13 of Decree 352/2025/ND-CP) — after the 2025 machinery reorganisation the labour function sits within the Department of Home Affairs, whose director is delegated this procedure in many provinces; the statutory processing time is 05 working days from receipt of a complete, valid dossier (Clause 2, Article 17). Note the validity path: this framework applies from 01 January 2026 under Employment Law 74/2025/QH15; from 01 June 2021 to 31 December 2025 Decree 23/2021/ND-CP applied (Article 14: premises of at least 36 months, VND 300 million escrow, conditions on the legal representative; Clause 3, Article 18: 07 working days); Decree 52/2014/ND-CP expired on 01 June 2021 and is of historical reference only.
The line investors must not cross: labor export is a different license
Under the Law on Vietnamese Workers Working Abroad (Law 69/2020/QH14), a labor-export license requires: charter capital of at least VND 5 billion, and — crucially — all owners, members and shareholders must be domestic investors. No foreign capital is permitted, at any ratio.
Practical consequence: a foreign-invested enterprise can legally operate domestic job-matching services under Decree 352/2025/ND-CP, but it cannot add ‘sending Vietnamese workers abroad’ to the same license. A business plan combining both activities needs two separate legal vehicles — and the labor-export one cannot carry foreign capital.
What ‘capital ratio’ applies to the licensed entity?
No sector-specific foreign ownership cap is published for domestic employment services: the ratio is governed by the general market access conditions for foreign investors (Article 8, Investment Law 143/2025/QH15). The real filter is the license, not the equity — an investor meeting the three conditions above and the market access conditions can hold the licensed company. Note that escrow (VND 300 million) is not charter capital: it does not change the enterprise’s registered capital or the foreign ownership ratio.
Frequently asked questions
1. Can a foreign-invested company obtain an employment service license?
Yes, for domestic job-matching services under Decree 352/2025/ND-CP, provided it meets the Article 15 conditions — premises with at least 24 months remaining, a VND 300 million escrow, and a legal representative meeting the degree-or-experience standard — plus general market access conditions.
2. Can the same company also send workers abroad?
No. Labor export requires a separate license under Law 69/2020/QH14, reserved for enterprises with 100% domestic capital.
3. Is the VND 300 million escrow counted toward charter capital?
No. The escrow is a frozen risk reserve at the bank; it is separate from charter capital and does not affect the foreign ownership ratio.
4. How long does licensing take?
The statutory time is 05 working days from a complete, valid dossier (Clause 2, Article 17 of Decree 352/2025/ND-CP; the immediately preceding framework under Decree 23/2021/ND-CP allowed 07 working days), but investors should budget time for premises proof of at least 24 months remaining and the legal representative’s degree or experience papers, which cause most rejections.
5. Can the escrow be withdrawn during operations?
Under Article 16 of Decree 352/2025/ND-CP, the escrow may be withdrawn only in statutory cases — the license is refused; the license is revoked, not renewed or reissued, or expires; the enterprise has escrowed at another receiving bank; or the enterprise is in difficulty and unable to compensate 60 days after the compensation deadline — and only with the competent authority’s written consent; the bank may not release it without that consent.
This article has been quality-reviewed by the FLAW AI Legal Council