FOREIGN-OWNED BUSINESS ESTABLISHMENT SERVICES (2026): SETTING UP A FOREIGN-INVESTED HOTEL IN VIETNAM
Vietnam’s hospitality sector continues to attract foreign investors due to the growth of tourism, business travel, urban development, coastal resort projects, serviced accommodation, and international hotel management models. From boutique hotels in major cities to resort-style accommodation in tourism destinations, the hotel business can offer long-term commercial potential for investors who understand both the market and the legal framework.
However, opening a hotel in Vietnam is not simply a matter of renting a building and registering a company. A foreign investor must consider market access conditions, investment registration, enterprise registration, property or land-use arrangements, tourist accommodation conditions, fire prevention and fighting, security and order, environmental compliance, food safety, construction matters, labor, tax, and possible sub-licenses for additional services.
A hotel project may be legally simple or complex depending on the model. Operating a small hotel in a leased building is very different from developing a resort, acquiring an existing hotel company, converting a building into serviced accommodation, or combining hotel services with restaurants, bars, spas, event spaces, travel services, or retail activities.
Prospective clients seeking assistance with procedures for setting up a hotel in Vietnam are kindly invited to contact Dai Quang Minh Law Firm via Hotline: 0932 191 299; Zalo: 0932 191 299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for complimentary consultation and comprehensive, efficient, and accurate legal services.
In addition, Dai Quang Minh Law Firm provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.
Contact:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat: (+84) 337926405 (ID: _pouniverse)/ (+84) 869672216 (ID: DQM_Verna)
- Telegram: (+84) 337926405/ (+84) 869672216
I. IS THE HOTEL BUSINESS OPEN TO FOREIGN INVESTORS IN VIETNAM?
Foreign investors may generally invest in hotel accommodation services in Vietnam. Hotel accommodation services are commonly referred to under CPC 64110 in Vietnam’s WTO commitments. Current market practice indicates that the earlier WTO-related restriction requiring hotel services to be connected with hotel construction, renovation, or acquisition during the initial post-accession period has expired; therefore, foreign investors may participate through direct investment, including a wholly foreign-owned company, subject to Vietnamese law and project-specific conditions.
Under the current investment framework, Law on Investment 2025 provides that foreign investors are generally entitled to market access conditions like domestic investors, except for sectors listed as restricted or not yet open to foreign investors. Market access conditions may relate to foreign ownership ratio, investment form, business scope, investor capacity, partners, or other conditions provided by law or treaties.
For hotel investors, this means that the key legal question is usually not whether a foreign investor can open a hotel, but how the hotel project should be structured: whether the investor will establish a new company, acquire shares in an existing hotel company, lease an existing building, develop a new hotel project, or cooperate with a local partner that already has land, building, or operating assets.
II. CHOOSING THE RIGHT INVESTMENT MODEL
Foreign investors commonly enter Vietnam’s hotel market through several models.
One option is to establish a new foreign-invested company to operate a hotel. This is suitable where the investor has already identified premises, a building, or a project location and wishes to control the business structure from the beginning.
Another option is to acquire shares or capital contribution in an existing Vietnamese hotel company. This may be faster if the target company already has a hotel, staff, customer base, operating permits, and commercial contracts. However, this model requires careful legal due diligence, especially regarding land or lease rights, construction legality, fire safety, debts, tax obligations, labor issues, and existing licenses.
A third model is to participate as a hotel management or operation company, where the investor provides brand, management system, booking platform, training, technical standards, or operational management while another entity owns or leases the property. This structure requires careful contract drafting to define revenue sharing, operating authority, brand use, liability, personnel management, and compliance responsibilities.
For larger projects, the investor may develop a hotel, resort, or mixed-use hospitality project. This model can involve investment policy approval, land lease, construction permits, environmental procedures, real estate business issues, and tourism-related approvals. It requires a much longer legal roadmap than simply operating a leased hotel building.
WHY CHOOSE DAI QUANG MINH LAWFIRM
With years of practical experience in legal consulting, Dai Quang Minh Law Firm is a pioneer in corporate support services, specializing in fast and affordable company formation. Below are the reasons to choose business registration services at Dai Quang Minh Law Office:
Human Resources: Established in September 2009, with over 15 years of practical experience, Dai Quang Minh Law Firm brings together a team of lawyers and legal experts with long-standing expertise in private economic groups nationwide.
Consulting Policy: Clients are gifted a completely free legal consulting package when using services at Dai Quang Minh Law Firm.
Professionalism and Experience: Dai Quang Minh Law Firm has a workforce with in-depth knowledge of business formation, ensuring a swift and accurate consulting process.
Time-Saving: Using Dai Quang Minh Law Firm's services helps you save precious time as we handle the entire process and related procedures.
Legal Insight: Dai Quang Minh Law Firm ensures that all relevant legal regulations are strictly followed in accordance with the law.
Customization: Our consulting services are highly adaptable to your specific needs, allowing you to choose options suitable for your business.
Trusted Partner: Dai Quang Minh Law Firm has built a reputation for providing affordable business setup consulting to many enterprises and individuals nationwide.
Confidentiality Assurance: Dai Quang Minh Law Firm is committed to the absolute protection of your personal and business information.
Detailed Support: Dai Quang Minh Law Firm provides detailed advice and support regarding the process and requirements to help you better understand business formation.
Process Optimization: Our consulting helps optimize the business setup process, minimizing potential risks and difficulties.
Excellent Customer Experience: Dai Quang Minh Law Firm is dedicated to providing the best customer experience through professional advice and enthusiastic support.
Focus on Business Plans: By utilizing our registration services, you can focus on developing your business plans and core activities instead of worrying about legal procedures.
III. MAIN PROCEDURE FOR SETTING UP A FOREIGN-INVESTED HOTEL COMPANY
The procedure depends on the chosen model, but a typical foreign-invested hotel project usually involves the following stages.
Preliminary legal review
Before submitting any application, the investor should review the proposed business model, ownership structure, hotel location, land or building legality, expected services, investment capital, and whether the project requires investment policy approval.
This step is important because many hotel projects fail not because the company cannot be registered, but because the premises are not legally suitable for hotel use. For example, a building may not satisfy fire safety conditions, may not have proper construction completion documents, may not be permitted for accommodation business, or may not be suitable for food and beverage services.
Investment registration
Depending on the structure, a foreign investor may need to apply for an Investment Registration Certificate or follow procedures applicable to foreign investors under the investment law. Decree No. 96/2026/ND-CP, which guides the implementation of the Law on Investment 2025, provides the current framework for investment procedures, market access conditions, investment incentives, reporting regimes, and management of investment activities in Vietnam. It also replaces the previous Decree No. 31/2021/ND-CP.
For a hotel project, the investment dossier should clearly describe the project objectives, location, investment capital, implementation schedule, land or premises arrangement, expected hotel services, and supporting facilities such as restaurant, bar, event room, spa, gym, swimming pool, or retail area if any.
Enterprise registration
After completing the investment registration step where required, the investor proceeds to establish the Vietnamese company and obtain the Enterprise Registration Certificate.
This certificate gives the company legal entity status, but it does not by itself mean that the hotel may immediately operate. Hotel operation is connected with tourism accommodation conditions and other sub-licenses.
Post-establishment procedures
After incorporation, the company should complete bank account opening, capital contribution, digital signature, e-invoice registration, accounting setup, tax compliance, labor registration, and internal company documents.
At the same time, the company should prepare hotel operation compliance, including security and order conditions, fire prevention and fighting, environmental matters, food safety if meals or beverages are provided, tourist accommodation notification, guest registration process, service price posting, and internal operating rules.
IV. CONDITIONS FOR OPERATING TOURIST ACCOMMODATION IN VIETNAM
A hotel is a type of tourist accommodation establishment. Under the Law on Tourism 2017, tourist accommodation service business must satisfy several core conditions: the establishment must have business registration in accordance with law, meet conditions on security and order, fire prevention and fighting, environmental protection and food safety, and meet minimum conditions on technical facilities and services provided to tourists.
Decree No. 168/2017/ND-CP guides several provisions of the Law on Tourism, including minimum conditions on physical and technical facilities and tourist services for tourist accommodation establishments. The decree applies to Vietnamese and foreign organizations and individuals conducting tourism-related activities in Vietnam.
In practice, a hotel investor should review the following before opening:
- The company’s business lines must include suitable hotel or accommodation activities.
- The building must be legally usable for hotel or tourist accommodation services.
- The premises must satisfy fire prevention and fighting requirements.
- Security and order conditions must be reviewed, especially because hotels receive and manage overnight guests.
- Environmental and waste management issues must be addressed.
- If the hotel provides restaurant, breakfast, bar, banquet, or room service, food safety conditions must be reviewed.
- The hotel must maintain service quality, guest management procedures, price posting, and internal rules during operation.
The owner of a tourist accommodation establishment also has obligations to maintain business conditions, publicly post prices and internal regulations, and compensate tourists for damage in accordance with civil law where applicable.
V. HOTEL RATING AND CLASSIFICATION: IS STAR RATING MANDATORY?
Vietnamese law provides a system for rating tourist accommodation establishments. In practice, not every accommodation business must apply for star classification before operating, but hotels that wish to be recognized and marketed under a star rating must follow the statutory rating procedure.
The Law on Tourism 2017 regulates the rating of tourist accommodation establishments, and a decision recognizing a tourist accommodation rating is valid for 05 years. After expiry, the establishment must reapply if it wishes to continue using the recognized rating.
For foreign investors, hotel rating can be commercially important even when not required for basic operation. A recognized star rating may support brand positioning, cooperation with travel agencies, corporate clients, online booking platforms, and customer trust.
VI. ADDITIONAL LICENSES AND COMPLIANCE ISSUES
A hotel business often includes more than rooms. Many investors plan to provide restaurant, café, bar, alcohol sales, spa, gym, swimming pool, laundry, shuttle service, meeting rooms, tourism information, or travel support. Each additional service may bring separate legal requirements.
For example, restaurant or breakfast services may require food safety compliance. Alcohol sales may require review of alcohol trading regulations. Spa or massage services may trigger security, health, or local management requirements. Tour arrangement or travel agency services are different from hotel accommodation and may require a travel service business license. Retail sale of goods inside the hotel may also require review of trading activities if the company is foreign-invested.
Therefore, the investor should map all planned services from the beginning. A hotel company registered only for accommodation services may later need amendments or sub-licenses if it expands into other regulated services.
Prospective clients seeking assistance with procedures for setting up a hotel in Viet Nam are kindly invited to contact Dai Quang Minh Law Firm via Hotline: 0932 191 299; Zalo: 0932 191 299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for complimentary consultation and comprehensive, efficient, and accurate legal services.
In addition, Dai Quang Minh Law Firm provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.
Contact:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat: (+84) 337926405 (ID: _pouniverse)/ (+84) 869672216 (ID: DQM_Verna)
- Telegram: (+84) 337926405/ (+84) 869672216
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