The restaurant service sector in Vietnam has become an attractive destination for foreign investors due to high demand, diverse customer segments, and strong profit potential. However, to establish a 100% foreign-owned company in the restaurant service industry, investors must fully comply with legal regulations, food safety standards, tax obligations, and business management requirements. The following article will guide you through the complete process, conditions, procedures, and essential considerations before investing.
1. What is the Restaurant Service Industry?
Concept and characteristics of the restaurant service sector
The restaurant service industry involves business activities related to providing food, beverages, and on-site dining services to customers. This sector has highly specialized characteristics, directly impacting public health, food safety standards, and customer service experience. Due to its nature of direct and continuous service, businesses in this industry must meet strict requirements regarding operational processes, ingredient quality, and staffing.
Why invest in the restaurant service industry in Vietnam?
Vietnam is a rapidly developing market with a young population, a growing middle class, and diverse consumer trends. Additionally, Vietnam is a prominent tourist destination, especially in major cities like Hanoi, Ho Chi Minh City, and Da Nang, where demand for international-style cuisine is rising sharply. This creates ideal opportunities for foreign investors looking to operate professional restaurant service models.
Restaurant services and WTO commitments
Under Vietnam’s WTO commitments, foreign investors are allowed to operate restaurant services without the requirement to form a joint venture with a domestic company. However, foreign enterprises must still comply with all conditions for conditional business sectors, particularly regulations regarding food safety.
Capital requirements for foreign investors
There is no mandatory minimum capital requirement when establishing a 100% foreign-owned restaurant service company. However, the contributed capital must be sufficient to demonstrate the ability to implement the project, including costs for leasing premises, investing in facilities and kitchen equipment, and working capital for the initial operating period. Furthermore, the investor’s financial capacity is a key factor in the approval process for the Investment Registration Certificate.
2. What Does It Mean to Establish a 100% Foreign-Owned Restaurant Service Company?
Suitable business forms
When a foreign investor wants to establish a company in the restaurant service sector, it is necessary to choose a suitable type of enterprise. The most common forms are a single-member or multi-member limited liability company (LLC), or a joint-stock company if there are multiple shareholders. These business types allow foreign investors to own 100% of the capital, ensuring full control over business operations. Choosing the appropriate business form helps optimize management structure, profit distribution, and legal compliance.
Charter capital and required documents
Although there is no mandatory minimum charter capital, investors need to prepare a reasonable capital amount to ensure stable business operations. This capital is declared in the investment registration application file and monitored through the investment capital account at a commercial bank in Vietnam. The company establishment application file includes the investment project proposal, documents proving financial capability, the passport or business registration certificate of the parent organization, and other appraisal documents as required by law.
Basic steps in company establishment
The process of establishing a restaurant service company involves multiple steps: (1) applying for an Investment Registration Certificate, (2) registering the company to receive the Enterprise Registration Certificate, (3) obtaining a Food Safety Certificate, and (4) obtaining specialized permits such as fire safety (if applicable). Each step requires detailed documentation, in the correct format, submitted to the competent authorities such as the Department of Planning and Investment, the Department of Health, and the local police.
Director, legal representative, and choosing a business location
The company’s director or legal representative can be either a Vietnamese citizen or a foreigner legally residing in Vietnam. The legal representative is fully responsible under the law for all company activities. The business location must comply with local zoning regulations, have clear lease or ownership documentation, and meet food safety standards. Additionally, the restaurant must undergo periodic inspections after commencing operations to ensure compliance with the conditional business regulations.
3. Procedures for Establishing a 100% Foreign-Owned Restaurant Service Company
Step 1: Apply for an Investment Registration Certificate (IRC)
Foreign investors need to submit an investment registration application file to the Department of Planning and Investment (DPI) where the company’s head office is planned. The application file includes: an application for project implementation, the investment project proposal, documents proving financial capacity (such as financial statements, financial commitments, or bank balance confirmations), a copy of the passport (for individuals) or the business registration certificate of the parent organization (for institutional investors). Issuance of the Investment Registration Certificate may take 15–30 working days, depending on the completeness and validity of the documents.
Read more: Detailed Guide on Investing in Vietnam for Foreign Investors
Step 2: Register the Enterprise
After receiving the Investment Registration Certificate, the investor proceeds to register the enterprise. The application file includes: the enterprise registration application, the company charter, the list of founding members/shareholders, and personal or organizational legal documents of contributors. This application file is submitted to the Business Registration Office – Department of Planning and Investment where the head office is located. Upon completion, the company will be granted the Enterprise Registration Certificate, a tax code, and the right to emboss the company seal.
Read more: Dịch Vụ Thành Lập Công Ty – Uy Tín & Nhanh Chóng Tại Wacontre
Step 3: Apply for a Food Safety Certificate
This step is mandatory in the restaurant service sector. Investors must prepare a application file to obtain the Food Safety Certificate, which includes: an application, a copy of the Enterprise Registration Certificate, a description of facilities and equipment, food safety training certificates, and health check certificates for the owner and staff directly involved in food preparation. The application file is submitted to the local Food Safety Sub-Department of the provincial or centrally-administered city. Processing time is 10–15 working days.
Read more: Food Safety Certificate: Conditions & Latest Procedures
Step 4: Apply for Fire Prevention and Fighting Permit (if required)
If the restaurant’s area or volume exceeds regulatory thresholds (e.g., over 1,000 m³), investors must obtain a Fire Prevention and Fighting Permit. The application file includes: a permit application, floor plans and fire safety system diagrams, a list of trained personnel, installed firefighting equipment, and a construction acceptance report (if applicable). Documents are submitted to the Fire Prevention and Fighting Police Department at the provincial/city level. Even if not mandatory, restaurants should equip basic firefighting devices such as fire extinguishers, fire alarms, exit signs, and emergency evacuation instructions to ensure safety and regulatory compliance.
Read more: Fire Safety Guidelines for Restaurants and the Procedure for Applying for a Fire Safety Certificate
4. Notes on Establishing a 100% Foreign-Owned Restaurant Service Company
Conditional Licensing Regulations
The restaurant service sector is classified as a conditional business line under the Investment Law and related guiding documents. Investors should note that running a food and beverage business is not simply about registering a company; it also requires compliance with sector-specific regulations on food safety and hygiene, fire prevention, and environmental management. Failure or delay in fulfilling these obligations may result in administrative fines or suspension of business operations.
Taxes, Accounting, and Financial Reporting
Once operational, a foreign-owned company must comply with tax regulations such as Corporate Income Tax (CIT), Value Added Tax (VAT), license tax, and periodic reporting obligations to local tax authorities. Additionally, businesses must follow the Vietnamese Accounting Standards (VAS), preparing and submitting annual financial statements. Using professional accounting services helps ensure compliance and reduces the risk of penalties.
Rights to Capital Transfer and Profit Remittance
A 100% foreign-owned enterprise has the right to transfer post-tax profits abroad, provided that all tax obligations are fulfilled and financial reporting is transparent. Capital transfers and changes in ownership must be registered with the investment registration authorities. Investors must carefully consider matters such as capital transfer taxes and foreign exchange registration and ensure proper compliance.
Impact of International Agreements
Vietnam is a member of multiple Free Trade Agreements (FTAs) such as CPTPP, EVFTA, and RCEP. These agreements create opportunities but also require adherence to international standards in services, labor, environment, and competition. Foreign investors in the restaurant sector should pay attention to ingredient sourcing, service standards, and consumer rights to avoid violating Vietnam’s international commitments. Proper compliance enhances the company’s credibility and opens opportunities for international cooperation.
Establishing a 100% foreign-owned restaurant service company in Vietnam presents significant business opportunities but requires in-depth knowledge of the legal framework and sector-specific regulations. Engaging professional consulting services helps investors save time, ensure compliance with the law, and optimize business efficiency. Contact Thanhlap.wacontre.com today for the most detailed and accurate support.
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