HOW TO SET UP A SCHOOL IN VIETNAM: A LEGAL GUIDE FOR FOREIGN INVESTORS

HOW TO SET UP A SCHOOL IN VIETNAM: A LEGAL GUIDE FOR FOREIGN INVESTORS

Vietnam’s education sector has become increasingly attractive to foreign investors, international school operators, education groups, language training providers, and investors seeking long-term opportunities in one of Asia’s fastest-growing markets.

With a young population, rising household income, increasing demand for international education, and strong interest in bilingual, foreign-language, STEM, skills-based and high-quality private education, Vietnam offers significant potential for investors who wish to establish schools or education institutions.

However, education is not an ordinary business sector. It is a regulated field that directly affects students, families, curriculum quality, public interest and long-term social development. Therefore, investors who wish to open a school in Vietnam must carefully review both investment regulations and education-specific requirements before launching the project.

Setting up a school in Vietnam is not only about incorporating a company. Investors must also consider investment registration, school establishment approval, education operation approval, land or premises, facilities, minimum capital, curriculum, teachers, student enrollment, education quality, and ongoing compliance obligations.

Prospective clients seeking assistance with procedures for setting up a school or education institution 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:

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I. UNDERSTANDING THE LEGAL MODEL OF AN EDUCATION BUSINESS IN VIETNAM

The first step in setting up a school in Vietnam is to identify the exact education model that the investor intends to operate.

The term “school” may refer to different types of education institutions. A foreign investor may wish to establish a preschool, primary school, lower secondary school, upper secondary school, multi-level general education school, short-term training center, language center, skills training center, higher education institution, or a branch campus of a foreign higher education institution.

This distinction is important because each model has different legal requirements. A short-term training center may be subject to a different licensing pathway from a preschool or K-12 school. A general education school will have stricter requirements regarding land, facilities, teachers, curriculum, student scale and minimum investment capital. A higher education institution or branch campus of a foreign university involves even more complex procedures and capital requirements.

Investors should therefore not begin with a general question such as “How can I open a school in Vietnam?” Instead, the investor should first clarify the intended education model, target students, curriculum, education level, location, ownership structure, expected scale, investment capital, and whether the school will teach a Vietnamese program, foreign program, integrated program, or short-term training program.

For foreign investors, this legal model will determine the required approvals, licensing authority, capital plan, facilities, curriculum review and operational conditions.

II. SETTING UP A FOREIGN-INVESTED EDUCATION COMPANY

In many cases, the foreign investor must first establish a lawful investment structure before applying for education-related approvals.

The process usually begins with investment registration. At this stage, the investor prepares information on the investor’s legal status, investment capital, project location, proposed education model, implementation schedule, land or premises, expected student scale, financial capacity and operational plan.

After obtaining the Investment Registration Certificate, the investor proceeds to establish the company and obtain the Enterprise Registration Certificate. This gives the company legal entity status in Vietnam.

However, investors should understand that company establishment is only the first legal step. A company that has been established to invest in education is not automatically permitted to admit students or conduct educational activities. The investor must continue to obtain education-specific approvals, especially approval for establishment of the education institution and approval for educational operation.

This distinction is very important. In practice, some investors believe that once a Vietnamese company is established, they can immediately rent premises, hire teachers and enroll students. For education projects, this approach may create serious compliance risks. The school must satisfy legal requirements on facilities, curriculum, teachers, management structure and education quality before it can lawfully operate.

For this reason, a foreign investor should prepare the school project as a complete legal and operational plan, not merely as a company registration file.

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 LICENSES AND APPROVALS FOR OPENING A SCHOOL

Setting up a school in Vietnam usually involves several stages of approval. The exact procedure depends on the education level and business model, but the following legal steps are commonly relevant.

3.1. Investment registration

For foreign-invested education projects, investment registration is normally the starting point. The investor must demonstrate the purpose of the project, financial capacity, proposed location, investment capital, expected scale and implementation plan.

At this stage, the competent authority may review whether the proposed education activity is permitted, whether the investor has sufficient financial capacity, and whether the project is consistent with applicable education and investment regulations.

The investment registration dossier should be prepared carefully because it becomes the foundation for later education licensing procedures. If the investment objectives are unclear or too narrow, the investor may face difficulties when applying for establishment approval or operation approval.

3.2. Enterprise registration

After the investment project is approved, the investor establishes the Vietnamese company. The company’s registered business lines should match the intended education activities.

After incorporation, the company must complete post-establishment obligations such as tax registration, capital contribution, bank account opening, accounting setup, digital signature registration, e-invoice registration and internal corporate documentation.

However, the company should not commence education activities until it has obtained the required education approvals.

3.3. Approval for establishment of the education institution

Approval for establishment is a key legal step. At this stage, the competent authority reviews whether the investor has a proper plan to establish the school or education institution.

The application often needs to demonstrate the school name, education objectives, education level, management structure, expected scale, facilities, land or premises, curriculum, teachers, financial plan and implementation schedule.

For preschool and general education institutions, the provincial-level authority is generally important in the approval process. For higher education institutions or certain special cases, central-level authorities may be involved.

This approval confirms that the investor may establish the education institution, but it does not always mean that the institution may immediately commence teaching activities. The investor must continue to satisfy operational conditions.

3.4. Approval for educational operation

Approval for educational operation is the stage where the school is assessed for readiness to actually provide education.

Before obtaining this approval, the school must normally demonstrate that it has suitable facilities, classrooms, teaching equipment, safety conditions, qualified teachers, management personnel, curriculum, education plan, financial resources and other operational conditions.

This is often the most practical and demanding stage. Authorities may review whether the physical premises match the proposed education model, whether the teachers meet qualification requirements, whether the curriculum is appropriate, whether the school has enough classrooms and functional rooms, and whether the school can ensure safe and stable operation.

Only after obtaining the required operation approval should the school officially enroll students and conduct education activities.

IV. KEY LEGAL CONDITIONS INVESTORS SHOULD PREPARE

Foreign investors should review several key conditions before committing to a school project in Vietnam.

4.1. Investment capital

Education projects are subject to minimum capital requirements depending on the type of education institution.

For a foreign-invested preschool project, the investment unit cost must be at least VND 30 million per child, excluding land-use costs.

For a foreign-invested general education institution, the investment unit cost must be at least VND 50 million per student, excluding land-use costs. The total minimum investment capital is calculated based on the projected maximum education scale and must not be lower than VND 50 billion.

For short-term training institutions, the investment unit cost is generally lower than for general education schools, but the investor must still prepare a capital plan suitable for the expected training scale.

Capital planning is not only a legal requirement. It directly affects the maximum number of students, the school’s development plan, facility investment, staffing capacity and licensing feasibility.

4.2. Land, premises and facilities

A school project must have appropriate land or premises. The location should be suitable for education activities and consistent with the proposed scale.

Investors should review whether the premises can be legally used for education purposes, whether the lease term is sufficient, whether construction or renovation is required, whether fire safety, environmental, traffic, health and safety conditions can be satisfied, and whether the facilities match the proposed education model.

For schools, facilities are not merely office space. Authorities may review classrooms, playgrounds, functional rooms, libraries, laboratories, hygiene facilities, administrative areas, medical rooms, canteens, dormitories where applicable, and safety systems.

A common mistake is signing a long-term lease before confirming whether the location can be approved for education use. Investors should conduct legal and technical due diligence on the premises before making major financial commitments.

4.3. Curriculum and education program

Curriculum is one of the most important issues in a foreign-invested school project.

If the school provides a foreign education program, the program should be recognized or accredited in its country of origin and suitable for implementation in Vietnam. If the school provides an integrated program, it must ensure consistency between the Vietnamese education program and the foreign education program, and the integrated program may require approval from the competent authority.

The curriculum should not contain content that violates Vietnamese law, affects national security or public interest, promotes religious activities, distorts historical facts, or conflicts with Vietnamese cultural values.

For Vietnamese students studying foreign programs, the school must also comply with Vietnamese requirements on compulsory educational contents where applicable.

Therefore, foreign investors should not treat curriculum as a purely commercial product. Curriculum must be reviewed as part of the licensing and compliance strategy.

4.4. Teachers and management personnel

A school must have qualified teachers and appropriate management personnel.

Depending on the education level, teachers may need to satisfy degree, pedagogy, professional experience and other qualification requirements. For general education institutions, teacher-to-class ratios and maximum class sizes may also be regulated.

Foreign teachers may also need to satisfy work permit or work permit exemption requirements, professional qualification requirements and contract requirements before working in Vietnam.

The investor should prepare a staffing plan early. A school may have good facilities and strong capital, but if it cannot demonstrate qualified teachers and management staff, approval for educational operation may be delayed.

4.5. Student enrollment and operating scale

The school’s permitted operating scale depends on its approved project, capital, facilities, teachers and legal conditions.

For certain foreign education programs, Vietnamese student enrollment may be subject to specific limits. Therefore, investors should carefully review whether the school’s target student group is expatriate students, Vietnamese students, or both.

Enrollment planning should be realistic. If the investor proposes a large student scale but the facilities, capital or teacher plan cannot support that scale, the licensing process may become more difficult.

V. PRACTICAL LEGAL CONSIDERATIONS BEFORE LAUNCHING THE SCHOOL

Before launching a school project in Vietnam, foreign investors should review several practical issues.

First, the investor should choose the correct education model. Preschool, general education, language center, short-term training center, higher education and branch campus models have different legal pathways.

Second, the investor should verify the project location before signing a lease or acquiring land-use arrangements. The premises must be suitable for education use and capable of satisfying facility, safety and licensing requirements.

Third, the investor should prepare the capital plan based on the intended student scale. Capital requirements are not merely symbolic; they affect licensing, enrollment capacity and long-term operation.

Fourth, the curriculum should be reviewed early. If the curriculum is foreign or integrated, the investor should prepare evidence of accreditation, recognition, approval from the program owner and suitability for Vietnam.

Fifth, teacher recruitment should be planned before applying for operation approval. The school must be able to demonstrate that it has qualified teachers and management staff.

Sixth, the investor should consider timing. Education projects may take longer than ordinary business registration because the process may involve investment registration, company establishment, establishment approval, facility preparation and operation approval.

Seventh, marketing and student recruitment should be handled carefully. A school should avoid advertising enrollment or making commitments to parents before it has obtained the necessary approvals to operate.

Eighth, contracts with parents, teachers, curriculum providers, landlords, service providers and foreign partners should be reviewed carefully. Education projects involve long-term obligations, reputation risks and regulatory responsibilities.

Overall, a successful school project in Vietnam requires both commercial planning and legal preparation. Investors should build the licensing roadmap before investing heavily in premises, construction, recruitment or marketing.

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.