An FDI company’s office must be a real location, with a lease contract or lawful use documents, and consistent with planning. Three common errors that get dossiers returned or punished later: using “ghost” addresses/virtual offices that do not exist; locating the office in a residential apartment unit (the law does not allow offices in apartments for residential use); and signing leases with insufficient legal standing (the lessor has no sublease right, missing land/house papers). The office address also determines the managing tax authority and the project location on the IRC — moving offices across provinces means tax finalisation and project adjustment procedures.
For FLAT LAW FIRM’s clients, a good legal work plan must answer three questions: whether the dossier has sufficient legal basis, which authority is competent at the time of implementation, and which option reduces risk while still fitting the client’s commercial or family goals.
This article is written from a practical angle, makes no commitment to outcomes and does not replace individual advice. The analysis is built on current law, while using cautious agency wording following changes to the state apparatus, administrative boundaries and the court system.
Quick summary
| Topic | Lawful registered office for FDI companies in Vietnam |
|---|---|
| For whom | FDI enterprises, foreign investors and in-house legal teams. |
| Points to check | Capacity, supporting documents, competent authority, timelines and risks arising at the time of filing. |
| Desired outcome | A clear course of action, standardised documents, quantified risks and business/family decisions made on a cautious legal basis. |
Key legal issues: Lawful registered office for FDI companies in Vietnam
The head office of an enterprise must be a real location with a clearly identified address and a lawful right of use — a mandatory item on the Enterprise Registration Certificate. For FDI companies, the business registration authority and the tax authority increasingly inspect locations in practice, especially for newly established enterprises or those with tax risk signs; “ghost” addresses, non-existent virtual offices or unreachable addresses are grounds for placing the enterprise under special supervision, tax assessment, or even licence revocation in serious cases.
An absolute prohibition often violated: offices may not be located in apartments for residential use. Housing law does not allow residential apartments to be used as offices or business premises; enterprises locating offices there may be sanctioned and forced to relocate. Virtual offices are only acceptable with a valid lease, a real location, and the enterprise actually able to receive documents and inspection teams there — a purely “listed” address is a risk.
The third issue is the legality of the lease: the lessor must have the right to lease (owner or authorised to sublease), the location must fit planning and land/house use purposes. It is also necessary to distinguish the company head office (on the ERC) from the investment project implementation location (on the IRC): the two addresses may differ, but every change must be updated on each respective licence.
Legal basis and verification sources
- Law on Investment 2025
- Law No. 76/2025/QH15 amending and supplementing the Law on Enterprises
- Decree 168/2025/NĐ-CP on enterprise registration
- Decree 29/2025/NĐ-CP on the functions and duties of the Ministry of Finance
- Resolution on rearranging provincial-level administrative units in 2025
- Resolution 203/2025/QH15 amending the Constitution on administrative units
Process or dossier checklist
Step 1 — Verify the location: confirm the location is real, fits planning, and is not a residential apartment; require the lessor to provide land/house papers and documents evidencing the right to lease/sublease.
Step 2 — Sign the lease: the contract should state the detailed address (house number, street, ward/commune), area, term, and purpose of use as office; note the clause permitting business registration and signage at the location.
Step 3 — Enterprise registration: declare the office address on the formation/change registration dossier at the business registration authority; the address must be consistent on the ERC, seal (if any), invoices and tax account.
Step 4 — Post-licensing completion: hang the signboard at the office; notify the location to the directly managing tax authority; prepare the lease and house papers for presentation when the tax authority inspects the location.
Step 5 — When changing offices: complete the enterprise registration content change procedure; if moving to a different province/city, finalise tax obligations at the old place and transfer the managing tax authority; simultaneously review whether the project location on the IRC must also be adjusted.
Common risks
Risk 1 — “Ghost” addresses/non-existent virtual offices: being placed by the tax authority in the risk category, tax assessment, no input VAT deduction/refund; in serious cases the Enterprise Registration Certificate may be revoked.
Risk 2 — Office in a residential apartment: violates apartment management rules; administrative sanctions and forced cessation of the location’s use as office.
Risk 3 — Lease with insufficient standing: the lessor has no sublease right, missing land/house papers — the contract risks invalidity, and the enterprise loses the legal basis of its office when inspected.
Risk 4 — Missing official documents: tax documents and inspection notices sent to the registered address but received by nobody; the enterprise is handled in absentia and loses the right to explain.
Risk 5 — Inconsistent addresses across licences: the ERC office differs from the IRC project location without corresponding updates; the dossier is judged inconsistent at later adjustments and renewals.
Competent authorities and filing points
Office registration and changes fall under the business registration authority (Department of Finance) where the enterprise locates its office, under Decree 168/2025/NĐ-CP. After issuance/change of the certificate, the enterprise works with the directly managing tax authority (where the office sits) to update the location, hang signage and prepare for location inspections when required.
Where the office address is simultaneously the investment project implementation location, every change also requires the Investment Registration Certificate adjustment at the investment registration authority. When moving offices to a different province/city, the enterprise must finalise tax at the old tax authority before registering at the new place.
When to contact a lawyer
A lawyer should be involved when the lease value is large, where foreign elements are present, or when a quick decision is needed before signing, depositing or filing. For the office topic specifically, contact a lawyer early in three cases: (1) before signing the office lease, to review the lessor’s leasing right and the clause permitting business registration; (2) when intending to use virtual offices, shared offices or special locations, to assess acceptability; (3) when moving offices across provinces/cities, to design a tax finalisation — authority transfer — licence adjustment sequence without interrupting operations.
What FLAT LAW FIRM does
FLAT LAW FIRM performs legal location reviews before lease signing: checking the lessor’s leasing right, land/house papers, planning and land/house use purpose — so the lease “stands firm” when the business registration authority and tax authority inspect the location in practice.
When the enterprise changes offices, especially across provinces/cities, we design the full sequence: finalise tax obligations at the old place — register the change at the business registration authority — adjust the project location on the IRC (if any) — so operations are uninterrupted and no tax obligation “goes missing” during the transition.
For foreign investors, we advise in Vietnamese, Chinese and English; and warn early about risky location models (listed addresses, non-existent virtual offices, residential apartments) before clients commit financially to leases.
See also: IRC and ERC differences when forming an FDI company | FDI company setup roadmap in Vietnam | Initial tax registration for FDI companies
Talk to FLAT LAW FIRM
If your enterprise or foreign investors need support on investment, licences, contracts, disputes or retainer legal advisory in Vietnam, FLAT LAW FIRM can assess the issue, propose options and implement the appropriate work. Please contact us for advice.
FAQ
Can the office be located in an apartment?
No, if the apartment is for residential use. Only areas with office/commercial function in mixed-use buildings may be used as offices.
Are virtual offices lawful?
High risk. The business registration authority and tax authority may inspect in practice; addresses without real activity are easily placed in the risk category, affecting invoice use.
What to note in the office lease?
The lessor must have the right to lease (owner or authorised to sublease), the term should be appropriate, and the address must match the house papers. Notarisation is advisable for large values.
What when moving offices across provinces?
Tax obligations must be finalised at the old tax authority, the change registered with the business registration authority, and the project location on the IRC adjusted if the office is tied to the project implementation location.
Must the office match the investment project location?
Not mandatory, but the project implementation location on the IRC must be accurate and have a legal use-right basis (land lease, factory lease).
When is a lawyer needed?
When leasing land/factories of large value, when the location is in an industrial/economic zone, or when there are disputes over leasing rights.
