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

Vietnam remains an attractive destination for foreign investors in the food and beverage sector. Under Vietnam’s market-access framework, restaurant and food service activities are generally open to foreign investment, and recent changes under the 2025 Law on Investment have made the investment-entry sequence more flexible for foreign investors establishing businesses in Vietnam.

Prospective clients seeking assistance with procedures for opening a restaurant 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 restaurant in Vietnam can be done either by establishing a new foreign-invested business or by acquiring capital in an existing company that already operates in the market. In practice, the second option may save time if the target company already has suitable premises and operating licenses, but foreign investors should still review whether share-purchase registration or other approval procedures are triggered under the investment rules.

I. Setting up a foreign-invested restaurant business in Vietnam

For many foreign investors, the most practical structure is a limited liability company. Vietnamese enterprise law recognizes both a single-member limited liability company and a multi-member structure, so the appropriate form depends on the number of investors, governance preferences, and the intended capital structure. A joint-stock company may also be considered in more complex investment cases.

A restaurant business must also have a lawful business address and a business scope that matches its intended operations. For foreign-invested entities, enterprise-registration documents generally include the company charter, legal documents of the investor, and—where required by the applicable investment procedure—an investment registration certificate. Recent legal updates indicate that foreign investors are no longer always required to have an investment project before establishing an economic organization, provided market-access conditions are satisfied.

II. Investing in an existing restaurant in Vietnam

Another route is to purchase shares or capital contributions in an existing Vietnamese restaurant business. This model may be commercially attractive because the company may already have staff, premises, supply relationships, and an operating history. However, investors should still conduct careful legal due diligence on the company’s charter capital, lease status, food safety compliance, tax position, labor issues, and sub-licenses before completing the transaction. The current investment law still regulates cases in which a foreign investor’s capital contribution or share purchase leads to specified foreign ownership thresholds being crossed.

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. Core legal procedures for opening a restaurant in Vietnam

Step 1: Enterprise establishment and investment procedures

At the market-entry stage, the investor must determine the correct sequence between enterprise registration and the investment procedure based on the specific facts of the project. Under the currently effective 2025 Law on Investment, foreign investors may establish economic organizations before having an investment project in certain cases, which is a significant change from the older framework. Enterprise-registration documents for foreign investors typically require corporate information, legal documents of the investor, and supporting registration materials under enterprise law.

Step 2: Food Safety Certificate

For restaurant operations, food safety is one of the most important compliance layers. As a general rule, food manufacturers and sellers must obtain a certificate of food safety eligibility, except for cases exempted by law. One notable exemption expressly mentioned in Decree 15/2018 is restaurants within hotels.

Under the Law on Food Safety, the dossier for a food safety certificate includes, among other things, a copy of the business registration certificate and food safety training certificates for the establishment owner and persons directly involved in food production or trading. After receiving a complete and valid dossier, the competent authority is required to conduct an on-site inspection within 15 days. The certificate, once issued, is valid for 3 years.

IV. Additional licenses that may be required

Depending on how the restaurant will operate, additional sub-licenses may be needed before business commencement.

If the restaurant intends to sell alcohol for consumption on-site, Vietnam’s alcohol-trading regulations apply. Decree 105/2017 covers, among other matters, the sale of alcohol for on-premise consumption. The application dossier for this license includes an application form and a copy of the enterprise or business registration certificate. The effective term of a license for on-premise alcohol sale is 5 years.

Fire prevention and fighting compliance is another key issue. Facilities falling within the list of premises subject to fire-prevention management under Decree 136/2020, as amended, must satisfy applicable fire-safety requirements, and the exact documentation may vary depending on the premises type and scale. This is one of the reasons why location due diligence is crucial before launch.

V. Practical legal considerations before launch

From a legal and operational perspective, foreign investors should assess the following points before opening a restaurant in Vietnam:

- whether the lease permits restaurant and food service use;

- whether the premises can satisfy food safety, fire safety, and environmental requirements;

- whether alcohol service, tobacco sale, or retail sale of packaged goods will require extra licenses;

- whether the ownership and capital structure are suitable for future expansion, franchising, or investor entry.

In practice, the success of a restaurant project in Vietnam depends not only on company formation, but also on correct sequencing, accurate licensing, and careful review of the premises from the start. A well-planned legal structure can reduce delays, avoid licensing setbacks, and help the restaurant move into operation more efficiently.

Open your restaurant in Vietnam with the right legal support

Opening a restaurant in Vietnam can be a rewarding investment, but it requires careful coordination across investment, enterprise, food safety, environmental, and operational licensing issues. For foreign investors in particular, obtaining the right advice at the beginning of the project can save substantial time and compliance costs later.

Prospective clients seeking assistance with procedures for opening a restaurant 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