Vietnam entry often breaks because lease, license, and capital are treated as separate workstreams.
They are connected.
A lease can affect what can be licensed. A license can affect what capital is registered for. Capital movement can affect what the bank, accountant, tax adviser, and authority expect to see. If the three tracks move without one sequence, the project can look busy while risk is compounding.
The common mistake
The founder finds a site. The landlord wants commitment. The agent says setup is possible. The investor wants to move money. The adviser starts documents.
Each step feels reasonable. The problem is order.
If the lease is signed before the activity and site fit are confirmed, the company may inherit a location problem. If capital moves before the correct account and documentation path are clear, cleanup begins before operations. If licensing is scoped too narrowly, the business may be registered but unable to do the work it needs to do.
A safer order
Use this sequence before the project has momentum:
- Define the revenue activity.
- Check market access and sector conditions.
- Identify whether the site type fits the activity.
- Review lease authority, term, permitted use, handover condition, utilities, and approvals.
- Map the company setup and investment registration route.
- Confirm bank account and capital contribution path.
- Move money only through the confirmed route.
- Track post-setup permits before operations begin.
This is not slow. It is disciplined.
Lease questions
Ask these before signing:
- Can this address support the registered activity?
- Is the landlord authorized to lease it for this purpose?
- Does the premises need fire, environmental, construction, food, alcohol, customs, or sector-specific approval?
- Does the lease allow fit-out, signage, utilities, subleasing, warehousing, manufacturing, or customer access if needed?
- What happens if registration or licensing takes longer than expected?
The answer should come from local confirmation, not only from the landlord’s confidence.
License questions
Ask these before documents are filed:
- What activity will appear in the registration and approval documents?
- Is the activity open, conditional, restricted, or prohibited for foreign investors?
- Is a sector license needed after company setup?
- Are there province, land, fire, environmental, labor, import-export, or food-safety dependencies?
- Does the timeline include only registration, or the full route to operation?
A registered company is not the same as an operating-ready business.
Capital questions
Ask these before money moves:
- What is the purpose of the money?
- Is it charter capital, project capital, shareholder loan, or operating revenue?
- Which account receives it?
- What registration schedule applies?
- What supporting documents will the bank require?
- Will foreign loan registration or debt-capacity logic matter?
- How will the accountant record it?
If the money path is casual, the later explanation becomes expensive.
The operating view
The founder’s job is not to become a lawyer, banker, and licensing agent. The founder’s job is to keep the sequence visible.
Create a one-page tracker with three columns:
- Lease and site.
- License and approvals.
- Capital and banking.
Every line should have an owner, status, evidence, and next action.
If one column is moving faster than the others, slow down and ask what it depends on.
The rule
Do not let commercial urgency decide legal sequence.
If you are choosing between a site, a setup route, and a capital movement, send Les the current facts through WhatsApp, WeChat, or Zalo and ask for a Reality Check before the project starts pulling you forward.