Establishing a foreign-invested foreign language center in Vietnam: Conditions, procedures and key legal considerations

Amid increasing international economic integration and growing demand for foreign language learning and proficiency improvement, Vietnam is becoming a promising market for foreign investors in the education sector. Among the various investment opportunities, establishing a foreign language center is one of the investment models attracting considerable interest from foreign investors.

However, this activity must simultaneously comply with regulations on investment, enterprises and sector-specific conditions applicable to the education sector. In particular, legislative changes in 2026 have introduced several new requirements concerning the conditions, procedures and authority responsible for processing applications for the establishment of foreign language centers.

Accordingly, investors should thoroughly understand the applicable conditions, legal procedures and key considerations before implementing their investment projects in Vietnam.

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1. What type of educational institution is a foreign-invested foreign language center classified as?

Pursuant to Clause 3, Article 39 of Decree No. 360/2026/ND-CP dated September 17, 2026, issued by the Government, a foreign language center is classified as another type of center performing continuing education tasks, which is a type of continuing education institution within the national education system.

Accordingly, a foreign-invested foreign language center is understood as an educational institution established or invested in by an economic organization with foreign investment capital, providing foreign language training, supplementary education and proficiency enhancement for learners in accordance with educational programs permitted by law.

Correctly identifying the type of educational institution is important when implementing an investment project, as this serves as the basis for determining the establishment conditions, the competent authority responsible for processing the relevant procedures and the applicable legal requirements governing the center.

2. Conditions for establishing a foreign-invested foreign language center

The establishment of a foreign-invested foreign language center must be considered from two aspects: (i) market access conditions applicable to foreign investors; and (ii) establishment conditions applicable to the center under sector-specific education regulations.

2.1. Market access conditions applicable to foreign investors

Under the 2025 Law on Investment, foreign investors are entitled to market access conditions equivalent to those applicable to domestic investors, except for business lines included in the List of Business Lines Subject to Market Access Restrictions for Foreign Investors.

Education services are classified as a business line subject to conditional market access for foreign investors, as provided in Appendix I issued together with Decree No. 96/2026/ND-CP. Accordingly, foreign investors wishing to establish a foreign language center in Vietnam must satisfy the market access conditions prescribed under Vietnamese law and relevant international treaties.

Under Vietnam’s commitments within the framework of the World Trade Organization (WTO), foreign language training falls under the category of other education services (CPC 929), which includes foreign language training. According to Vietnam’s Schedule of Specific Commitments on Services upon its accession to the WTO, Vietnam permits the establishment of educational institutions with 100% foreign-owned capital from January 1, 2009. Therefore, foreign investors may choose to establish a foreign language center in the form of a wholly foreign-owned enterprise or a joint venture with domestic investors.

However, permission to own 100% of the charter capital does not mean that foreign investors are exempt from sector-specific education requirements. Investors must still satisfy the requirements concerning facilities, training programs, management personnel and teaching staff in accordance with Vietnamese law.

2.2. Conditions for establishing a center under sector-specific education regulations

Pursuant to Clause 3, Article 39 of Decree No. 360/2026/ND-CP, a foreign language center may be established or granted permission for establishment upon satisfying the following basic conditions:

• Location and facilities: The center must have a location, facilities, classrooms, functional rooms and teaching equipment that meet the requirements of the educational programs conducted at the center in accordance with the regulations of the Ministry of Education and Training.
• Teaching programs and materials: The center must have teaching and learning materials that meet the requirements of the educational programs conducted at the center in accordance with the regulations of the Ministry of Education and Training.
• Personnel: The center must have a sufficient number of management personnel, teachers, staff and employees who meet the requirements of their respective job positions to organize and implement the educational programs at the center in accordance with the regulations of the Ministry of Education and Training.

In addition to the above conditions, investors should pay particular attention to the qualification requirements applicable to the director and teachers of the center under the Regulations on the Organization and Operation of Foreign Language and Computer Training Centers issued together with Circular No. 21/2018/TT-BGDDT of the Ministry of Education and Training, which remains in effect, as follows:

First, requirements applicable to the center director

Under Article 6 of the Regulations issued together with Circular No. 21/2018/TT-BGDDT, the center director is the person directly responsible for managing and operating the center’s organization and administrative structure, and is legally accountable for all activities of the center. The director must satisfy the following requirements:

• Have good personal character;
• Possess management capabilities;
• Hold a university degree in foreign languages or a university degree in another discipline together with a foreign language certificate at Level 3 or higher under the Vietnamese 6-Level Foreign Language Proficiency Framework or an equivalent qualification;
• Have experience working in the field of education and training.

For private centers and foreign-invested centers, the authority competent to permit the establishment of the center shall decide on the recognition of its director, namely the Director of the Department of Education and Training, as analyzed in Section 3.4 below. The director’s term of office is five (05) years.

Second, requirements applicable to teachers of the center

Under Article 18 of the Regulations issued together with Circular No. 21/2018/TT-BGDDT, foreign language teachers at the center must satisfy qualification requirements corresponding to their nationality and professional qualifications, specifically as follows:

• Vietnamese teachers: Must hold at least a college diploma in foreign language pedagogy or a college diploma in a foreign language together with a pedagogical training certificate.
• Foreign teachers: Must hold at least a college diploma in foreign language pedagogy; or a college diploma in a foreign language together with an appropriate foreign language teaching training certificate; or a college diploma or higher together with a foreign language proficiency certificate at Level 5 or higher under the Vietnamese 6-Level Foreign Language Proficiency Framework or an equivalent qualification, and an appropriate foreign language teaching training certificate.
• Native-speaking teachers: Must hold a college diploma or higher together with an appropriate foreign language teaching training certificate.

Investors should note that, in addition to the above professional qualification requirements, the recruitment and employment of foreign teachers must also comply with labor laws and regulations governing the employment of foreign workers in Vietnam.

Third, investment capital and operating location

Currently, the law does not prescribe a fixed minimum investment capital applicable generally to the establishment of foreign language centers. However, the investment capital must be appropriate to the center’s expected scale, location, facilities, equipment and proposed operating plan.

Notably, pursuant to Point b, Clause 1, Article 40 of Decree No. 360/2026/ND-CP, an application for permission to establish a private educational center must include documents explaining the amount of money and assets already invested or committed to be invested, which must be appropriate to the center’s proposed operating scale, together with relevant supporting documents. Such documents may include credit agreements, credit facility commitments, confirmations of funds being blocked in bank accounts, remittance documents or other documents evidencing lawful ownership or use rights over contributed assets.

In addition, investors must provide legal documents evidencing land use rights, house ownership rights or a lease agreement for the premises and facilities, with a minimum lease term of three (03) years.

Accordingly, although there is no mandatory minimum investment capital, investors must still prepare actual financial resources and corresponding supporting documents to demonstrate the feasibility of the project and satisfy the requirements of the competent authority.

3. Procedures for establishing a foreign-invested foreign language center

To implement an investment project for establishing a foreign language center in Vietnam, investors must complete the relevant legal procedures in an appropriate order, depending on their selected investment structure.

3.1. Selection of investment structure

Pursuant to Clause 2, Article 19 of the 2025 Law on Investment, foreign investors are permitted to establish an economic organization to implement an investment project before carrying out the procedures for obtaining an Investment Registration Certificate (IRC), provided that the applicable market access conditions for foreign investors are satisfied.

This is a notable change compared with the 2020 Law on Investment, under which foreign investors were, in principle, required to obtain an IRC before establishing an economic organization to implement an investment project.

Under the current regulations, investors may choose one of the following two options:

• Option 1: Complete the procedures for obtaining the IRC first, and then use the IRC as the basis for establishing the enterprise and completing enterprise registration procedures in accordance with the law.
• Option 2: Establish the enterprise first, and subsequently complete the procedures for obtaining the IRC for the investment project.

3.2. Enterprise establishment (issuance of the Enterprise Registration Certificate)

The enterprise shall be established through enterprise registration procedures with the provincial-level business registration authority where its head office is located and shall be issued an Enterprise Registration Certificate (ERC). The registered business lines must be consistent with the foreign language training activities proposed to be conducted by the center. In the case of Option 1, the enterprise shall be established on the basis of the IRC already issued in accordance with Section 3.3 below.

For the option of establishing the enterprise first, investors should pay attention to Clause 4, Article 72 of Decree No. 96/2026/ND-CP, under which the enterprise must complete the procedures for obtaining an IRC to implement an investment project consistent with its registered business lines within twelve (12) months from the date of establishment of the economic organization. The enterprise may only implement the investment project after completing the procedures for obtaining the IRC.

Allowing an enterprise to be established before the issuance of the IRC provides greater flexibility for investors in preparing the legal entity, establishing its organizational structure and carrying out investment preparation activities. However, investors must strictly monitor the twelve-month deadline and should not assume that holding an ERC automatically entitles the enterprise to implement the investment project.

3.3. Procedures for obtaining the Investment Registration Certificate

Where Option 1 is selected, these procedures must be completed before establishing the enterprise as specified in Section 3.2 above.

Pursuant to Point a, Clause 1, Article 26 of the 2025 Law on Investment, investment projects implemented by foreign investors are subject to the procedures for obtaining an IRC.

Accordingly, investors must prepare an investment project dossier specifying the following principal contents:

• Investor information and investment structure;
• Project objectives, scale and implementation location;
• Total investment capital, investors’ contributed capital and capital mobilization plan;
• Project duration and implementation schedule;
• Labor requirements;
• Proposed investment incentives (if any).

The dossier shall be submitted to the competent investment registration authority in accordance with the Law on Investment and its implementing regulations.

During the appraisal process, the investment registration authority shall consider the project’s conformity with relevant planning, market access conditions, the investor’s financial capacity and other relevant legal requirements.

After obtaining the IRC, the enterprise shall carry out the necessary procedures to implement the project in accordance with the registered contents.

3.4. Procedures for obtaining permission to establish a foreign language center

Regarding the licensing authority

Pursuant to Point a, Clause 5, Article 4 of Decree No. 360/2026/ND-CP, the Director of the Department of Education and Training is authorized to decide on the establishment of, or grant permission to establish, other centers performing continuing education tasks.

As analyzed in Section 1 above, a foreign-invested foreign language center falls within this category of centers. Accordingly, the authority to grant permission for its establishment rests with the Director of the Department of Education and Training.

Therefore, the enterprise must submit an application for permission to establish the center to the application-receiving authority under the Department of Education and Training having jurisdiction over the locality where the center is expected to operate.

Regarding the required application documents

Pursuant to Clause 1, Article 40 of Decree No. 360/2026/ND-CP, an application for permission to establish a private foreign language center must include the following documents:

1. A written request for the establishment of, or permission to establish, the center;

2. Legal documents evidencing land use rights, house ownership rights or a lease agreement for the premises and facilities, with a minimum lease term of three (03) years;

3. Documents explaining the amount of money and assets already invested or committed to be invested, which must be appropriate to the center’s proposed operating scale, including one or more of the following documents, depending on the form of capital contribution, source of funds, type of contributed assets and the status of capital contribution at the time of submission:

• Credit agreements or credit facility commitments issued by credit institutions or foreign bank branches for investment in the center;
• Confirmations of funds being blocked in the investor’s payment account;
• Remittance documents or documents evidencing financial resources that have been allocated or investment amounts already disbursed;
• Vouchers, contracts, acceptance records, payment records or other lawful documents evidencing the value of capital already invested in the construction or procurement of facilities, technical infrastructure and equipment;
• Documents evidencing lawful ownership or use rights over contributed assets, together with documents determining the value of such contributed assets in accordance with the laws on enterprises and other relevant laws, where capital contributions are made in the form of assets.

In addition, the enterprise must prepare and submit supporting documents demonstrating that the director and teaching staff of the center satisfy the applicable requirements, such as diplomas, certificates, experience confirmations and other relevant documents.

4. Legal risks of operating a foreign-invested foreign language center in violation of regulations

Establishing and operating a foreign-invested foreign language center without completing the required legal procedures or without satisfying the prescribed conditions may result in administrative penalties, remedial measures, suspension of operations or dissolution of the center. Specifically:

Where an enterprise establishes a center without obtaining permission from the competent authority:

Pursuant to Clause 3, Article 5 of Decree No. 04/2021/ND-CP, the act of establishing or permitting the establishment of a continuing education institution without obtaining permission from the competent authority may be subject to a fine ranging from VND 20 million to VND 40 million for a continuing education institution.

In addition, the violating enterprise may be required to implement remedial measures to protect the rights and interests of learners. Specifically, the enterprise must transfer learners to an eligible educational institution or cancel admission decisions and refund the amounts collected if the learners cannot be transferred.

Where an enterprise conducts educational activities without obtaining the required operating approval:

Pursuant to Clause 5, Article 6 of Decree No. 04/2021/ND-CP, the act of organizing educational activities or providing educational services without obtaining permission to operate, in the case of a continuing education institution, may be subject to a fine ranging from VND 20 million to VND 40 million.

Similarly, as in the case of establishing a center without obtaining permission from the competent authority, the enterprise may be required to transfer learners to an eligible educational institution or cancel admission decisions and refund the fees collected if the learners cannot be transferred.

Accordingly, from a risk management perspective, enterprises should not equate business line registration or the establishment of a legal entity with obtaining permission to conduct educational activities. For a foreign-invested foreign language center, the enterprise must complete the procedures for establishment or obtain permission for establishment in accordance with sector-specific education regulations before commencing educational activities. Conducting operations without satisfying the corresponding legal requirements may result in sanctions for administrative violations in accordance with applicable laws.

5. Conclusion

Establishing a foreign-invested foreign language center in Vietnam offers numerous opportunities for investors in the education sector. However, to implement an investment project lawfully and effectively, investors must understand the applicable market access conditions and complete all required procedures relating to investment, enterprise establishment (if applicable) and obtaining permission to establish the center in accordance with current laws.

In particular, given the significant changes in investment and education regulations, carefully reviewing the applicable legal requirements from the project preparation stage will help investors select an appropriate investment structure, mitigate legal risks and ensure stable, long-term operations in Vietnam.

This article was prepared by Legal Executive Le Thi Tuong Vy and reviewed by Lawyer Huynh Thi Y.

This article is intended for general informational purposes only and does not constitute legal advice in relation to any specific case. The legal provisions cited herein are effective as of the date of publication but may be amended, supplemented or replaced at the time readers consult this article. Accordingly, we recommend that readers seek advice from a lawyer before applying any of the information herein to their specific circumstances.