Nikolai Timofejev
15 years in FinTech and payments. Maps your business model to the right licence scope and leads the file all the way to the SSC's licence, including banking and payment rails.
Get an investment license in Vietnam.
One licence, two kinds of company, and capital priced by the activity. The State Securities Commission issues the Giấy phép thành lập và hoạt động kinh doanh chứng khoán under the Law on Securities 54/2019 to a securities company - brokerage, dealing on own account, underwriting and investment advice under article 72 - or to a fund management company under article 73. Decree 155/2020 article 175 sets the charter capital: VND 10 billion for investment advice, VND 25 billion for brokerage or for a fund manager, VND 50 billion for dealing, VND 165 billion for underwriting, summed when activities are combined. Foreign investors stop at 49% unless they are a bank, securities firm or insurer that meets article 77, which may own 100%. Corporate tax is 20% from 1 October 2025, securities business is outside VAT under Law 48/2024, and the home market is 102.3 million people.
27 yrs
on the international marketon the market
60+
in-house specialistsspecialists
400+
Licenses obtainedlicenses obtained
Updated
Vietnam in brief
One licence, two company types, and capital sold by the activity.
Vietnam licenses securities business under the Law on Securities No. 54/2019/QH14 of 26 November 2019, in force since 1 January 2021. Chapter VII gives the State Securities Commission one instrument, the Giấy phép thành lập và hoạt động kinh doanh chứng khoán - the establishment and securities-business operation licence - and two kinds of holder. Article 72 covers the công ty chứng khoán, the securities company, with any combination of brokerage, dealing on own account, underwriting and investment advice. Article 73 covers the công ty quản lý quỹ, the fund management company - a separate licence, not an add-on. Decree 155/2020/NĐ-CP prints the money in article 175 in tỷ đồng, billions of dong: VND 25 billion for brokerage, 50 billion for dealing, 165 billion for underwriting, 10 billion for advice, 25 billion for a fund manager - summed when activities combine, contributed in dong. Law 56/2024, in force 1 January 2025, left articles 71 to 82 alone.
Ownership is where the file is won or lost. Articles 74 and 75 want at least two founding shareholders that are organisations, holding 65% of the charter capital between them with 30% from banks, insurers or securities firms, each profitable for the two preceding years on audited accounts. Article 77 caps foreign investors at 49% - unless the investor is a foreign financial institution with the operating history, a cooperation agreement between its home regulator and the SSC and a profit record, in which case 100% is open. Decree 245/2025, in force on signature on 11 September 2025, rewrote articles 174 and 178 and added consolidated financial statements to a foreign securities organisation's file. No day-count is published for the SSC's review, so we confirm the period with the licensing department before filing. Corporate tax is 20% under Law 67/2025. We build from Ho Chi Minh City.
One SSC licence for two company types under the Law on Securities 54/2019: the securities company (article 72) priced by activity - VND 10 billion advice, 25 brokerage, 50 dealing, 165 underwriting, summed - or the fund management company (article 73) at VND 25 billion.
Two organisational founders, a 49% foreign cap lifted to 100% for qualifying institutions (article 77), 20% corporate tax, securities outside VAT, 102.3 million people. No published day-count. Built from Ho Chi Minh City.
The two builds
The fund management company - or the securities company.
Two company types under one licence name: the công ty quản lý quỹ at VND 25 billion for fund and portfolio management, or the công ty chứng khoán priced by activity - VND 10 billion to advise, VND 25 billion to broke, VND 50 billion to deal, VND 165 billion to underwrite, added together. We fix the type and the activity list first, then build once.
The VND 25 billion fund manager - or the securities company priced by activity.
01 - FUND MANAGEMENT COMPANY · ART. 73
The fund and portfolio manager
Fund management, portfolio management and investment advice on one licence under article 73 of the Law on Securities: VND 25 billion of charter capital under Decree 155 article 175, a general director with four years' finance experience, at least five staff holding fund-management practising certificates and one compliance officer under articles 74-75. A foreign fund manager may open a branch instead, also at VND 25 billion.
Fund management, portfolio management and investment advice on one licence under article 73 of the Law on Securities: VND 25 billion of charter capital under Decree 155 article 175, a general director with four years' finance experience, at least five staff holding fund-management practising certificates and one compliance officer under articles 74-75. A foreign fund manager may open a branch instead, also at VND 25 billion.
- ✓Fund, portfolio management and advice - article 73
- ✓VND 25 billion charter capital (Decree 155 art. 175)
- ✓General director - 4 years' experience
- ✓5 certified staff + 1 compliance officer
- ✓Client securities re-deposited at VSDC
- ✓Branch of a foreign fund manager - VND 25 billion
02 - SECURITIES COMPANY · ART. 72
VND 10 billion advice · VND 25 billion brokerageThe activity-priced securities company
Brokerage, dealing on own account, underwriting and investment advice in any combination under article 72 - VND 10 billion for advice alone, VND 25 billion for brokerage, VND 50 billion for dealing, VND 165 billion for underwriting, the amounts added together for the set you choose. Three certified staff per activity, one compliance officer and a general director with two years' experience. Derivatives need a further certificate under Decree 158/2020: VND 800 billion for brokerage, VND 600 billion for dealing, VND 250 billion for advice, with a capital-adequacy ratio of at least 220% for twelve consecutive months.
Brokerage, dealing, underwriting and advice in any combination - VND 10 billion to 165 billion per activity, summed; derivatives on a further certificate at VND 800bn / 600bn / 250bn.
- ✓Advice VND 10bn · brokerage VND 25bn
- ✓Dealing VND 50bn · underwriting VND 165bn - cumulative
- ✓3 certified staff per activity + 1 compliance officer
- ✓Client money in separate bank accounts (Circular 121 art. 17)
- ✓Derivatives certificate - VND 800bn / 600bn / 250bn
- ✓Foreign branch alternative - VND 10 billion
Costs and timelines are confirmed for your case before any work begins. Licence charges follow Circular 25/2022/TT-BTC, halved to 31 December 2026 under Circular 64/2025; the exact charge for your activity list is confirmed with the SSC before filing.
Why Vietnam
Six things to know before filing in Vietnam.
Vietnam sells a market of 102.3 million people behind a licence with printed capital tiers, a 20% rate and an ownership rule that decides who may apply at all.
✓
Capital priced by activity
Decree 155 article 175 prices each nghiệp vụ on its own - VND 10 billion for advice, 25 for brokerage, 50 for dealing, 165 for underwriting - and sums them, so an advisory house is not capitalised like an underwriter.VND 10bn to 165bn, summed.
✓
102.3 million people
The average population for 2025 on the National Statistics Office's release of 5 January 2026 - traded through HOSE and HNX under the Vietnam Exchange, cleared and held at VSDC.NSO estimate for 2025.
✓
A licence that is also the registration
The SSC's licence doubles as the enterprise registration under Decree 155 article 174, retimed by Decree 245/2025 - one filing, not a second round at the business registry.Decree 155 article 174.
✓
20%, and no VAT on the business
Corporate income tax of 20% under Law 67/2025 from 1 October 2025, 15% or 17% for firms with revenue under VND 50 billion, and securities business listed as non-taxable under VAT Law 48/2024.Laws 67/2025 and 48/2024.
✓
Fees halved to the end of 2026
Circular 64/2025/TT-BTC item 29 cuts securities fees and licence charges to 50% of the Circular 25/2022 rates from 1 July 2025 to 31 December 2026 - practitioner-certificate and supervision fees excepted.50% to 31 December 2026.
✓
The 49% line and the two-founder rule
Foreign investors hold up to 49% unless they are a qualifying financial institution (article 77); at least two founders must be organisations holding 65%, with 30% from banks, insurers or securities firms. An individual cannot carry the file. No day-count is published for the SSC's review.Two organisational founders required.
How it compares
How Vietnam differs from other routes.
The honest comparison: printed capital tiers and a 49% line - against Bangkok's minister-signed 90 plus 60 days, Jakarta's 30 working days and Manila's 30-day order.
Vietnam vs other jurisdictions
| Feature |  Vietnam | Other jurisdictions |
|---|---|---|
| Regime | Law on Securities 54/2019 · Decree 155/2020 - SSC licence | SEA B.E. 2535 Thailand · Law 8/1995 Indonesia · SRC RA 8799 Philippines |
| Capital | VND 10bn advice · 25bn brokerage or fund manager · 165bn underwriting | THB 1m-100m Thailand · Rp1bn-Rp110bn Indonesia · P10m-P300m Philippines |
| Scope | Domestic market, no passport, 49% foreign unless qualifying institution | Thailand, Indonesia, Philippines: onshore only, no passport |
| Timeline | No published day-count | 90 + 60 days Thailand · 30 working days Indonesia · 30 days Philippines |
Regime
VietnamLaw on Securities 54/2019 · Decree 155/2020 - SSC licence
Other jurisdictionsSEA B.E. 2535 Thailand · Law 8/1995 Indonesia · SRC RA 8799 Philippines
Capital
VietnamVND 10bn advice · 25bn brokerage or fund manager · 165bn underwriting
Other jurisdictionsTHB 1m-100m Thailand · Rp1bn-Rp110bn Indonesia · P10m-P300m Philippines
Scope
VietnamDomestic market, no passport, 49% foreign unless qualifying institution
Other jurisdictionsThailand, Indonesia, Philippines: onshore only, no passport
Timeline
VietnamNo published day-count
Other jurisdictions90 + 60 days Thailand · 30 working days Indonesia · 30 days Philippines
Country by country
| Country | License type | Taxation | Requirements |
|---|---|---|---|
| Vietnam | SSC - securities company · fund management company | 20% · 15% / 17% small · securities outside VAT | VND 10bn-165bn by activity · 49% foreign cap · no published clock |
 Thailand | SEC - Type ก to ง · single licences | 20% · 10% dividend WHT | THB 1m-100m by activity · 90 + 60 days |
 Indonesia | OJK - PEKU 1-3 · MIKU 1-2 | 22% (UU 7/2021) · OJK levy 0.975% / 3% | Rp1bn-Rp110bn PEKU · Rp25-50bn MIKU · 30 working days |
 Philippines | SEC - broker dealer · investment house · adviser/manager | 25% · 20% small · MCIT 2% | P10m adviser · P100m broker dealer · P300m investment house · 30 days |
VietnamLicense typeSSC - securities company · fund management company
Taxation20% · 15% / 17% small · securities outside VAT
RequirementsVND 10bn-165bn by activity · 49% foreign cap · no published clock
ThailandLicense typeSEC - Type ก to ง · single licences
Taxation20% · 10% dividend WHT
RequirementsTHB 1m-100m by activity · 90 + 60 days
IndonesiaLicense typeOJK - PEKU 1-3 · MIKU 1-2
Taxation22% (UU 7/2021) · OJK levy 0.975% / 3%
RequirementsRp1bn-Rp110bn PEKU · Rp25-50bn MIKU · 30 working days
PhilippinesLicense typeSEC - broker dealer · investment house · adviser/manager
Taxation25% · 20% small · MCIT 2%
RequirementsP10m adviser · P100m broker dealer · P300m investment house · 30 days
Before you apply
Requirements for the Vietnamese licence.Requirements for the licence.
The SSC examines the shareholders, the capital and the people before anything else - articles 74 to 77 of the Law on Securities are where most foreign files fail. The checklist below is what a complete application contains.
01
Vietnamese company - a joint-stock or limited-liability company whose SSC licence doubles as its enterprise registration (Decree 155 article 174, as amended by Decree 245/2025).
02
Charter capital in dong - VND 10 billion for advice, 25 billion for brokerage, 50 billion for dealing, 165 billion for underwriting, added together for combined activities; VND 25 billion for a fund management company (Decree 155 article 175).
03
Two organisational founders - at least two founding shareholders that are organisations, organisations holding at least 65% of the charter capital, of which banks, insurers or securities firms hold at least 30% (Law articles 74-75).
04
Profitable shareholders - each organisational shareholder profitable in the two preceding years, evidenced by audited accounts.
05
Foreign ownership - 49% of charter capital at most, or 100% for a foreign bank, securities firm or insurer with the operating history, a home-regulator cooperation agreement with the SSC and a profit record (article 77).
06
General director - at least two years' finance, securities, banking or insurance experience for a securities company and four for a fund manager, the relevant practising certificate, no criminal proceedings or practice ban and no administrative sanction in the previous six months.
07
Certified staff - at least three employees with securities practising certificates for each licensed activity plus one compliance officer; a fund manager needs five fund-management certificate holders plus one compliance officer.
08
Head office and facilities in Vietnam - premises and systems fit for the licensed activities, a licence condition under article 74.
09
Client asset segregation - client money held in commercial-bank accounts separate from the firm's own funds (Circular 121/2020 article 17) and client securities held separately and re-deposited at VSDC (article 18).
10
Governance under Circular 121 - internal audit independent of operations (article 9), no general or deputy director working for another securities firm (article 10), a board-established risk-management system with its own department (article 11) and an internal-control department reporting to the board (article 12).
01
Vietnamese JSC or LLC.
02
Capital by activity, in dong.
03
Two organisational founders.
04
Shareholders profitable 2 years.
05
49% foreign, 100% qualifying.
06
General director 2 / 4 years.
07
3 or 5 certified staff.
08
Head office in Vietnam.
09
Client assets segregated.
10
Circular 121 governance.
Reflects the Law on Securities 54/2019 as amended by Law 56/2024, Decree 155/2020 as amended by Decree 245/2025 and Circular 121/2020, as of 2026. The Law sets no residency rule for directors; the article 77 conditions are checked against the current text before structuring.Law 54/2019 + Decree 155/2020, as amended, as of 2026.
How it works
From first call to the SSC's licence.
01
Company type and activities
Securities company or fund manager, and the activity list - the article 175 capital summed and fixed in writing first.Fixed in writing.
02
Shareholders and capital
Two organisational founders, the 65% and 30% thresholds, the 49% or 100% foreign position, capital contributed in dong.65%, 30%, 49% rules.
03
People and premises
General director, three or five certified staff, one compliance officer, head office in Vietnam - all in place before filing.Certified, in place.
04
The SSC file
Decree 155 articles 174-181 documents filed complete; no published day-count, so the calendar is agreed with the licensing department.Calendar agreed, no guess.
05
Licence and launch
Licence issued - it is the enterprise registration too - then VSDC membership, client-money accounts and trading.VSDC, accounts, trading.
Quick facts
RegulatorSSC (Ủy ban Chứng khoán Nhà nước)
Investment adviceVND 10 billion
Brokerage · fund managerVND 25 billion
Dealing · underwritingVND 50bn · VND 165bn
Derivatives certificateVND 800bn / 600bn / 250bn
Foreign ownership49% · 100% qualifying institutions
Statutory clockNo published clock · confirmed with the SSC
Population102.3 million (NSO, 2025)
The SSC publishes no day-count for its review and no processing statistics, so the calendar is set with the licensing department before filing rather than guessed.
On the ground in Vietnam
Run end to end from our Ho Chi Minh City office.
Prifinance - Vietnam
Ho Chi Minh City · Vietnam
Ho Chi Minh City, Vietnam
01
Type and activity list
Securities company or fund manager, and which of the four activities - fixed against the article 175 capital line before the company is formed.Capital summed first.
02
Shareholders and the 49% line
The two-organisation structure, the 65% and 30% thresholds and the article 77 case for 100% foreign ownership documented before the SSC sees the file.Structured to article 77.
03
People and premises
General director, certified staff and compliance officer recruited to articles 74-75; head office and systems in Vietnam ready for inspection.Recruited, ready.
04
The SSC file and launch
Decree 155 articles 174-181 documents, a foreign shareholder's consolidated statements under article 178, then VSDC membership and client-money bank accounts under Circular 121.Complete at filing.
We also have offices in
Tallinn
Estonia
Roseni 13
Vilnius
Lithuania
Gedimino pr. 2
Prague
Czech Republic
Vlkova 532/8, Žižkov
London
United Kingdom
7 Bell Yard
Madeira
Portugal
Rua da Alegria 31, 1F
Budapest
Hungary
Korányi Sándor u. 4
Istanbul
Turkey
Perpa Ticaret Merkezi, A Blok
Good to know
Taxation of investment firms in Vietnam.
A flat 20% from October 2025, two lower bands for small revenue, and a securities business the VAT law leaves alone.
Corporate tax 20%
The standard rate under the Law on Corporate Income Tax 67/2025/QH15, in force 1 October 2025, as published on the Government's policy portal.Law 67/2025, from October 2025.
15% and 17% bands
15% for an enterprise whose annual revenue does not exceed VND 3 billion, 17% between VND 3 billion and VND 50 billion - a small advisory house may sit inside them.Revenue under VND 50bn.
Securities outside VAT
The Law on Value Added Tax 48/2024/QH15, in force 1 July 2025, lists kinh doanh chứng khoán and derivative products among non-taxable supplies.Securities non-taxable.
Dividends abroad - per structure
The withholding rate on dividends to a non-resident parent depends on the parent's jurisdiction; it is confirmed for your structure in the quote.Confirmed per structure.
SSC supervision fee
A supervision fee under Circular 25/2022/TT-BTC, excluded from the 2025-2026 fee cut - its rate is confirmed with the SSC for your activity list.Circular 25/2022, confirmed.
Licence charges halved
Circular 64/2025/TT-BTC item 29: securities fees and licence charges at 50% of the Circular 25/2022 rates from 1 July 2025 to 31 December 2026.To 31 December 2026.
Tax summary
Corporate tax20% · 15% / 17% small revenue
VAT on securities businessNon-taxable (Law 48/2024)
Dividend withholdingPer structure · confirmed in quote
Licence charges50% cut to 31 Dec 2026
Supervision feeCircular 25/2022 · rate confirmed
*Figures as of 2026 per Vietnamese law - Law 67/2025 on corporate income tax and Law 48/2024 on VAT. Dividend withholding and the supervision-fee rate are confirmed per structure.
Turnkey professional support
Experienced lawyers and international consultants.
We provide end-to-end support, from company registration and the application file to regulatory interaction and compliance oversight - with an individualized approach to each client.
Oleksii Kindratenko
Builds the application itself: Vietnamese company, AML/KYC policy pack, capital structure and tax registrations. His document sets are the reason reviews finish in months, not years.
Eugeniu Bevziuc
First point of contact for international founders. Runs the whole setup remotely, across time zones and languages - from the first call to a live, licensed firm.
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Vietnam · SSC
Launch your investment firm in Vietnam with expert support.
Full-service assistance - from the Vietnamese company and shareholder structure to the SSC file, the certified bench and the licence that doubles as enterprise registration - run through our Ho Chi Minh City office.
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Our legal team will analyze your case at no cost and provide a written legal opinion: which jurisdiction, licence scope, or route fits your business.
Written assessment within 2-5 business days
Request a free conclusion →FAQ
The Vietnamese investment licence, answered.
What licence does an investment firm need in Vietnam?+
The Giấy phép thành lập và hoạt động kinh doanh chứng khoán from the State Securities Commission under the Law on Securities 54/2019: to a securities company for brokerage, dealing, underwriting and investment advice (article 72), or to a fund management company for fund management, portfolio management and advice (article 73). The two are separate company types.
What capital is required?+
Decree 155/2020 article 175: VND 25 billion for brokerage, VND 50 billion for dealing on own account, VND 165 billion for underwriting, VND 10 billion for investment advice, VND 25 billion for a fund management company or a foreign fund manager's branch, VND 10 billion for a foreign securities firm's branch. Combined activities add the amounts; contributions are in dong.
Can a foreign group own 100%?+
Only as a qualifying financial institution. Article 77 caps foreign shareholders at 49% of charter capital; a foreign bank, securities firm or insurer with the required operating history, a cooperation agreement between its home regulator and the SSC and a profit record may hold 100%. We check the conditions against the current text of the article before structuring.
How long does licensing take?+
There is no published day-count. The procedure sits in Decree 155/2020 articles 174-181 and on the National Public Service Portal as procedure 1.009807, and the SSC publishes no processing statistics. The period is confirmed with the licensing department before filing rather than estimated here.
What are the fees?+
The schedule is Circular 25/2022/TT-BTC, in force 1 July 2022, with a charge per licensed activity. Circular 64/2025/TT-BTC item 29 halves securities fees and licence charges from 1 July 2025 to 31 December 2026, except practitioner-certificate and supervision fees. We confirm the exact figures for your activity list with the SSC before filing.
What people does the SSC require?+
A general director with at least two years' finance experience for a securities company, four for a fund manager, holding the relevant practising certificate and free of criminal proceedings or sanctions in the previous six months; at least three certified staff per licensed activity plus one compliance officer, or five fund-management certificate holders plus one compliance officer for a fund manager.
How are Vietnamese securities firms taxed?+
Corporate income tax of 20% under Law 67/2025 from 1 October 2025, with 15% for firms whose annual revenue does not exceed VND 3 billion and 17% between VND 3 billion and VND 50 billion. Securities business and derivatives are non-taxable supplies under VAT Law 48/2024. Withholding on dividends to a foreign parent is confirmed per structure.
Can one company broke and manage funds?+
No - brokerage sits with the securities company under article 72 and fund management with a separate company under article 73. A securities company may invest in a fund-management subsidiary if its available-capital ratio stays at 180% or more afterwards (Circular 121/2020 article 28(5)); margin lending and derivatives carry 180% and 220% thresholds.
Vietnam or Thailand for a new firm?+
Thailand prints a clock - 90 days at the SEC plus 60 at the Minister - and licences advisory at 1 million baht on a printed fee schedule; Vietnam prices advice at VND 10 billion, caps foreign ownership at 49% outside the article 77 case and publishes no day-count, but serves 102.3 million people at 20% tax with no VAT. Process certainty: Bangkok. Market size: Ho Chi Minh City.
Why Prifinance for Vietnam?+
We structure the shareholding to articles 74-77 before anything is drafted - the two-organisation rule, the 65% and 30% thresholds, the 100% case - then form the Vietnamese company with capital in dong, recruit the certified bench and file the Decree 155 documents complete, from our Ho Chi Minh City office with Dubai behind it.
What licence?+
SSC, articles 72 or 73.
Capital?+
VND 10bn to 165bn.
100% foreign?+
Qualifying institutions only.
How long?+
No published day-count.
Fees?+
Confirmed; halved to 2026.
People?+
Director, 3-5 certified, compliance.
Taxes?+
20%, no VAT.
Broke and manage?+
Separate companies.
Or Thailand?+
Clock vs market size.
Why you?+
Shareholding structured first.
Client notes
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