Establishment of a foreign-invested enterprise operating in the field of labor leasing
In the context of increasingly deep international economic integration, enterprises’ demand for flexible labor utilization continues to grow. Labor leasing has emerged as a sector attracting considerable interest from foreign investors, while at the same time imposing stringent legal requirements on the establishment of foreign-invested enterprises in Vietnam. What legal issues arise in connection with the establishment of foreign-invested enterprises operating in the field of labor leasing? Please refer to the following article for further insights into this issue.
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1. Concepts related to foreign-invested enterprises operating in the field of labor leasing
1.1. Foreign-invested enterprise
According to Clauses 19, 22 Article 3 of the Law on Investment 2020:
– A foreign-invested economic organization is an economic organization in which a foreign investor is a member or a shareholder.
– A foreign investor is an individual holding foreign nationality or an organization established under foreign law that carries out investment and business activities in Vietnam.
Accordingly, an economic organization that has as its members or shareholders individuals holding foreign nationality or organizations established under foreign law and conducting investment and business activities in Vietnam is considered a foreign-invested economic organization, or a foreign-invested enterprise.
1.2. Concepts related to labor leasing activities
According to Clause 1 Article 52 of the Labor Code 2019:
Furthermore, according to Clause 2 Article 52 of the Labor Code 2019:
“Labor leasing is a conditional business line and may only be carried out by enterprises holding a labor leasing operation license, and it is applicable only to certain specified jobs.”
2. Market access conditions for foreign investors engaging in labor leasing business in Vietnam
Under Vietnam’s WTO Schedule of Commitments, labor leasing services have not been committed for market opening to foreign investors. However, pursuant to Appendix I to Decree No. 31/2021/ND-CP, labor leasing services are not included in the list of business lines subject to market access restrictions applicable to foreign investors. Accordingly, where laws, resolutions of the National Assembly, ordinances, resolutions of the Standing Committee of the National Assembly, or government decrees do not prescribe market access restrictions, foreign investors are entitled to access the market under the same conditions as domestic investors.
Pursuant to Decision No. 36/2025/QD-TTg promulgating the Vietnam Standard Industrial Classification, the principal business lines in the field of labor leasing include the following:
– Industry code 7821: Temporary employment agency activities;
– Industry code 7822: Other human resources provision activities.
Accordingly, foreign investors wishing to invest in the field of labor leasing are required to comply with the relevant provisions of Vietnamese law.
3. Specialized legal regulations governing the provision of labor leasing services
Pursuant to the Labor Code 2019, Decree No. 145/2020/ND-CP, and Decree No. 23/2021/ND-CP, the provision of labor leasing services is a conditional investment and business line. Accordingly, an enterprise is permitted to provide labor leasing services only after being granted a Labor Leasing Operation License by a competent state authority, and must simultaneously satisfy the conditions relating to personnel, financial capacity, and scope of operations, specifically as follows:
a. Personnel-related conditions:
The legal representative of an enterprise engaging in labor leasing activities must:
– Be a business manager in accordance with the Law on Enterprises;
– Have no criminal record;
– Have at least 03 years (36 months) of direct professional experience or managerial experience in the field of labor leasing or labor supply within the 05 consecutive years immediately preceding the date of application for the license.
b. Enterprise-related conditions:
The enterprise is required to make a security deposit in the amount of VND 2,000,000,000 (two billion Vietnamese dong) at a Vietnamese commercial bank or a branch of a foreign bank that is lawfully established and operating in Vietnam.
c. Scope of jobs permitted for labor leasing:
Labor leasing activities may only be carried out in respect of the 20 job categories specified in the list prescribed under Decree No. 145/2020/NĐ-CP, including:
1. Interpreting/Translation/Stenography
2. Secretary/Administrative Assistant
3. Receptionist
4. Tour Guide
5. Sales Support
6. Project Support
7. Programming of manufacturing machinery systems
8. Manufacture, installation of television, telecommunications equipment
9. Operation/inspection/repair of construction machinery, production electrical systems
10. Cleaning and sanitation of buildings and factories
11. Document editing
12. Bodyguard/Security guard
13. Telemarketing/Customer care via telephone
14. Handling financial, tax matters
15. Automobile repair/Operational inspection
16. Industrial technical drawing, scanning/Interior decoration
17. Driver
18. Management, operation, maintenance, and service on seagoing vessels
19. Management, supervision, operation, repair, maintenance, and service on offshore oil and gas rigs.
20. Aircraft piloting and in-flight services/Aircraft and aircraft equipment maintenance and repair/Flight dispatch and operation/Air traffic supervision
4. Procedures for establishing a foreign-invested enterprise operating in the field of labor leasing
To establish a foreign-invested enterprise operating in the field of labor leasing, investors are required to carry out the following steps:
– Step 1: Apply for an Investment Registration Certificate for the investment project in Vietnam at the Department of Finance of the province where the enterprise’s head office is located. Investors should note the financial capacity requirements to ensure the implementation of the investment project in Vietnam.
– Step 2: Register the establishment of a foreign-invested enterprise operating in the field of labor leasing with the provincial-level business registration authority where the enterprise’s head office is located.
Note: Pursuant to the amended Law on Investment, which is expected to take effect in 2026, foreign investors are permitted to establish an enterprise prior to carrying out the procedures for issuance of an Investment Registration Certificate for an investment project in Vietnam; however, they must still satisfy the applicable market access conditions when conducting the establishment procedures.
5. Key matters to be noted after the establishment of a foreign-invested enterprise operating in the field of labor leasing
First, after establishment, the enterprise must have its corporate seal made, display its signboard at the head office, and carry out the initial tax registration procedures, register a digital signature, and register for the use of electronic invoices in accordance with applicable laws.
Second, the enterprise must open and use a Direct Investment Capital Account (DICA). Pursuant to Clause 1 Article 5 of Circular No. 06/2019/TT-NHNN, a foreign direct investment enterprise established in the form of investment in the establishment of an economic organization and granted an Investment Registration Certificate is required to open and use a direct investment capital account. All inflows and outflows, including capital contributions for the establishment of the enterprise, must be conducted through the direct investment capital account in accordance with the foreign exchange management regulations stipulated in Articles 6, 7 of Circular No. 06/2019/TT-NHNN.
Third, the enterprise is required to make a security deposit at a Vietnamese commercial bank or a branch of a foreign bank lawfully established and operating in Vietnam, in accordance with Clause 1 Article 15 and Clause 2 Article 21 of Decree No. 145/2020/NĐ-CP.
Fourth, the enterprise must satisfy the conditions for conducting labor leasing services and apply for a Labor Leasing Operation License in accordance with Article 25 of Decree No. 145/2020/ND-CP. At the same time, the enterprise is required to carry out periodic reporting obligations on its investment activities and labor leasing operations in accordance with applicable laws.
This article was prepared by Oanh Thai with consultation from Lawyer Huong Vu.
This article is provided for general informational purposes only and should not be construed as legal advice for any specific case. The legal provisions referenced herein are effective as of the date of publication; however, they may have been amended, supplemented, replaced, or become invalid at the time of your reference. Therefore, we recommend that readers seek advice from a qualified lawyer before applying any information contained herein.
