HOW TO OPEN A FOREIGN LANGUAGE CENTER IN VIETNAM: A LEGAL GUIDE FOR FOREIGN INVESTORS

Vietnam’s demand for foreign language education continues to grow strongly, driven by international trade, overseas study, global employment opportunities, tourism, and the increasing need for English, Chinese, Korean, Japanese, German and other foreign languages. As a result, opening a foreign language center in Vietnam can be an attractive business opportunity for foreign investors, education companies, training brands, and individual education entrepreneurs.

However, establishing and operating a foreign language center in Vietnam is not merely a matter of renting classrooms, hiring teachers, and recruiting students. Education is a conditional business sector. For foreign investors, the project may involve investment registration, enterprise registration, education licensing, approval of training programs, conditions on facilities, appointment of a qualified center director, teacher qualification requirements, labor compliance for foreign teachers, tuition policies, advertising rules, and ongoing reporting obligations.

Under Vietnamese regulations, foreign language and computer training centers are recognized as continuing education institutions within the national education system. They may be public, private, or foreign-invested, and foreign-invested centers may be established by foreign individuals or foreign economic organizations, wholly or partly, subject to legal conditions.

Prospective clients seeking assistance with procedures for opening a foreign language center 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

Opening a foreign language center in Vietnam can generally be carried out either by establishing a new foreign-invested company or by investing in an existing Vietnamese education company that already operates, or intends to operate, a licensed language center. In practice, acquiring or contributing capital to an existing education business may help shorten preparation time if the company, premises, teachers, curriculum, and existing licenses are legally usable. However, investors should still conduct careful legal due diligence before taking over any education business or signing a long-term lease.

I. UNDERSTANDING THE LEGAL MODEL OF A FOREIGN LANGUAGE CENTER IN VIETNAM

The first step is to identify the actual education model that the investor intends to operate. Not all education-related businesses are treated in the same way under Vietnamese law. A foreign language center providing short-term English classes, IELTS preparation, business English, Korean language classes, Japanese language classes, online language courses, corporate training, or children’s English programs may involve different legal considerations depending on its scale, curriculum, teaching method, target learners, and ownership structure.

For foreign-invested projects, a foreign language center is commonly treated as a short-term training institution. Decree 86/2018/ND-CP defines short-term training institutions to include foreign-invested educational institutions providing training in foreign languages, IT, culture, specialized skills and similar short-term training activities permitted to operate in Vietnam.

This distinction is important because a foreign language center does not operate legally only by having an enterprise registration certificate. The company may be established first, but the education activity normally requires the center to satisfy education-related conditions and obtain approval or licensing before enrolling students and providing training.

In other words, investors should not treat a foreign language center as an ordinary service business. A legally compliant center usually requires a structured licensing roadmap, including the investment project, business entity, education operating approval, qualified management personnel, qualified teachers, suitable facilities, and compliant training documents.

II. SETTING UP A LEGAL ENTITY TO OPERATE A FOREIGN LANGUAGE CENTER

As with most foreign-invested service businesses in Vietnam, the operator must first establish a lawful business vehicle. For a foreign investor, the common structure is a foreign-invested limited liability company or another appropriate enterprise form depending on the number of investors, ownership structure, and long-term business plan.

In general, the investor should review the following matters before establishing the company:

The proposed foreign ownership ratio should be reviewed in light of Vietnam’s market access rules and education-sector regulations. The investor should also determine whether the project requires an Investment Registration Certificate, an Enterprise Registration Certificate, and subsequent education licensing before operation. Decree 86/2018/ND-CP provides that, for foreign-invested short-term training institutions, the establishment procedure includes issuance of an investment registration certificate and issuance of a license to provide education.

The company’s registered business lines should be consistent with foreign language training and related education services. Poorly drafted or incomplete business lines may delay later licensing procedures or require amendments before the center can legally operate.

The investor should also consider whether the business will operate only one center or several branches, whether the center will teach only one language or multiple languages, whether online teaching will be provided, and whether the center will cooperate with schools, universities, overseas education institutions, or corporate clients. These matters may affect the licensing dossier, training program, staffing plan, and compliance obligations.

For investors who plan to acquire or contribute capital to an existing Vietnamese education company, legal due diligence is especially important. The investor should check whether the company’s current licenses are still valid, whether the licensed location matches the actual teaching location, whether the center director and teachers meet legal standards, whether the center has any administrative violations, and whether the existing lease and facilities are suitable for education licensing.

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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. CORE LICENSES AND APPROVALS COMMONLY REQUIRED FOR A FOREIGN LANGUAGE CENTER

After the investment and enterprise structure is determined, the investor should identify the main licenses and conditions required for lawful operation. A foreign language center in Vietnam may need several compliance layers rather than one simple business registration.

3.1. Investment registration and enterprise registration

For many foreign-invested education projects, the first stage involves applying for an Investment Registration Certificate and then establishing the enterprise. The investment registration dossier should be consistent with the proposed education activities, training scale, location, capital contribution schedule, and project implementation plan.

Under Decree 86/2018/ND-CP, a foreign-invested short-term training institution follows a licensing sequence that includes the investment registration certificate and the license to provide education. The licensing authority for education operation of short-term training institutions is generally the Director of the Department of Education and Training.

This means that investors should not begin advertising, collecting tuition, signing student contracts, or conducting classes before the education operation approval is properly obtained. Starting educational activities too early may create administrative risks and affect the investor’s credibility with students and authorities.

3.2. Education operating license

The education operating license is one of the most important approvals for a foreign language center. The investor must demonstrate that the center satisfies conditions relating to capital, facilities, equipment, training programs, teaching staff, management personnel, internal regulations, tuition policy, learner management, and assessment methods.

Decree 86/2018/ND-CP requires the application for approval for educational provision to include, among other documents, the regulation on organization and operation, report on project investment progress and capital contribution, report on satisfaction of conditions, lists of managers and teachers, training programs, teaching plans, learning materials, enrollment rules, training scale, tuition regulations, assessment regulations, and forms of certificates or confirmations to be issued.

In practice, this stage often requires careful preparation because the licensing authority will not only check the company’s legal existence but also whether the center is actually ready to provide education in a safe, organized, and quality-controlled manner.

3.3. Capital requirements

Foreign investors should prepare a realistic capital plan. For a foreign-invested short-term training institution, Decree 86/2018/ND-CP provides that the investment unit must be at least VND 20 million per student, excluding land tenancy expenses. Where the facilities are leased or contributed by a Vietnamese partner rather than newly built, the required capital may be calculated according to the applicable rule under the decree.

This capital requirement should be considered carefully at the project planning stage. The proposed training scale, number of classrooms, number of students, lease area, teacher plan, equipment, and investment capital should be consistent with each other. If the investor declares a large student capacity but registers insufficient capital or has inadequate facilities, the licensing process may be delayed.

3.4. Facilities, classrooms and equipment

The premises of the center must be suitable for education activities. For foreign-invested short-term training institutions, Decree 86/2018/ND-CP provides that classrooms must have appropriate lighting, desks, chairs, teaching equipment and materials; the minimum average teaching area is 2.5 square meters per student; and the institution must have offices for the board of directors and teachers, libraries and other functional rooms.

In practice, investors should review the premises before signing a long-term lease. A beautiful commercial space may still be unsuitable if it cannot be registered as a teaching location, lacks proper classroom layout, has inadequate fire safety conditions, does not allow education use under the lease, or cannot satisfy requirements for lighting, ventilation, student access, signage, parking, and internal management.

Foreign language centers located in office buildings, commercial buildings, villas, townhouses, or mixed-use premises may face different practical issues. Investors should check the legal status of the property, the lessor’s right to lease, building management rules, permitted use purpose, fire safety documents, and whether the location can be accepted by the education authority.

3.5. Center director and management personnel

The center director plays a central legal role because this person directly manages and operates the center and is responsible before the law and the competent education authority for the center’s activities.

Under Circular 21/2018/TT-BGDĐT, the director of a foreign language center must have good personal background, management capacity, a university degree in foreign languages or a university degree with a foreign language certificate of at least level 3 under Vietnam’s six-level foreign language proficiency framework or equivalent, and experience in education and training. The director’s term is generally five years.

This requirement should be reviewed early. In many projects, investors focus on the lease, capital, and teachers but underestimate the director requirement. If the proposed director does not meet the legal standards, the licensing dossier may not be accepted or may require replacement of personnel.

3.6. Teacher qualification requirements

Teacher qualifications are another core compliance issue. Circular 21/2018/TT-BGDĐT distinguishes between Vietnamese teachers, native-speaking foreign language teachers, and foreign teachers.

Vietnamese teachers teaching foreign languages must generally have a college degree or higher in foreign language pedagogy, or a college degree or higher in foreign languages together with a pedagogical certificate. Native-speaking foreign language teachers must have a college degree or higher and an appropriate foreign language teaching certificate. Foreign teachers who are not native speakers must meet one of the prescribed qualification pathways, including relevant pedagogical degrees, foreign language degrees with teaching certificates, or a college degree together with advanced language proficiency and an appropriate teaching certificate.

For centers employing foreign teachers, education qualification compliance should be reviewed together with labor compliance. Foreign teachers may need work permits or work permit exemption confirmations depending on their specific status, position, contract, and legal basis. Decree 70/2023/ND-CP amended several rules on foreign workers in Vietnam, including definitions and conditions relating to expert and technical worker positions.

Therefore, a center should not rely only on the fact that a teacher is a native speaker or has teaching experience. The center should prepare legally acceptable degrees, teaching certificates, criminal record documents where required, health checks, work permit documents, labor contracts, and visa or temporary residence arrangements.

3.7. Curriculum, teaching materials, enrollment and tuition

A foreign language center must have suitable training programs, teaching plans, learning materials, assessment methods, and learner management rules. Circular 21/2018/TT-BGDĐT allows centers to use programs issued by the Ministry of Education and Training or to self-develop or select programs and materials from domestic and international education organizations, provided that they are suitable for learners and the center’s capacity. The director is responsible before the law and the education authority for the content of the programs and teaching materials.

The center must also publicly announce key information about courses, including program, learning materials, expected outcomes, learning conditions, teachers, assessment methods, learning result confirmation, opening schedule, tuition fees, and other necessary information before enrollment.

This is especially important for centers offering IELTS, TOEIC, Cambridge preparation, Korean TOPIK, Japanese JLPT, German language, children’s English, or overseas study preparation. Marketing claims should be accurate and consistent with the licensed scope, actual teacher qualifications, curriculum, and assessment policies. Overpromising guaranteed results or advertising unlicensed certificate issuance may create legal and consumer protection risks.

3.8. Fire safety, signage, tax, invoice and labor compliance

In addition to education licensing, a foreign language center should comply with general business operation rules, including tax registration, e-invoices, accounting records, labor contracts, internal policies, social insurance obligations where applicable, signage rules, lease compliance, fire prevention and firefighting, and data/privacy considerations in student management.

Fire safety should be reviewed at the leasing and fit-out stage because classrooms may involve many students, electrical equipment, air-conditioning systems, signage, interior partitions, and emergency exit requirements. Centers located in commercial buildings may also need to comply with the building owner’s internal fire safety regulations.

Signage should be consistent with the licensed name of the center. Under Circular 21/2018/TT-BGDĐT, the name of the center is recorded in the establishment decision, seal, signboard, and transaction documents.

IV. PRACTICAL LEGAL CONSIDERATIONS BEFORE OPENING A FOREIGN LANGUAGE CENTER

Before signing a lease or investing heavily in renovation, investors should review several practical legal issues.

First, the lease should expressly allow education or training use. Some premises may be suitable for office use but not suitable for operating classrooms, receiving students, installing signage, satisfying fire safety rules, or being accepted as a licensed teaching location.

Second, the investor should determine the exact education model. A children’s English center, IELTS preparation center, corporate language training provider, online language course provider, and multi-language center may require different curriculum, teachers, facilities, class management and advertising review.

Third, the investor should identify the proposed center director early. The director must meet specific qualification and experience requirements. Replacing the director late in the process may delay the licensing dossier.

Fourth, the investor should prepare teacher documents carefully. For foreign teachers, the center must review both education-sector standards and foreign labor rules. A teacher may be qualified academically but still unable to work legally without proper labor documentation.

Fifth, the center should not advertise certificate-granting authority beyond what is legally permitted. Under Circular 21/2018/TT-BGDĐT, foreign language centers may organize assessment and issue confirmations of completion for their own programs; however, organizing examinations and granting certificates of the national education system requires satisfaction of separate conditions under the Ministry of Education and Training’s regulations.

Sixth, the investor should ensure that tuition, refund policies, class schedules, teacher commitments, course outcomes, and student contracts are transparent. This is important not only for compliance but also for reducing disputes with students and parents.

Seventh, any cooperation with schools, universities, overseas education institutions, or corporate clients should be documented in proper contracts. Circular 21/2018/TT-BGDĐT provides that training cooperation should be implemented under contracts specifying teaching content, expenses, teachers, teaching form, location, and responsibilities of each party, and must be reported to the relevant education authority where applicable.

Overall, opening a foreign language center in Vietnam is legally feasible and commercially promising, but it requires proper preparation. A well-planned legal roadmap can help foreign investors avoid licensing delays, reduce compliance risks, protect students’ interests, and launch the center more smoothly.

Prospective clients seeking assistance with procedures for opening a foreign language 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