Attorney Vu Manh Quynh is the Managing Partner of ECOVIS Vietnam Law, advising international investors on Foreign Direct Investment (FDI), corporate governance, and regulatory compliance in Vietnam.

Summary: ECOVIS Vietnam Law advises education companies, training centers, language schools, and edtech investors on licensing, labor compliance, teacher contracts, and FDI market entry in Vietnam. Attorney Vu Manh Quynh provides execution-ready legal support for education businesses operating in Ho Chi Minh City and nationwide.

Legal Basis at a Glance

1. Why Education Businesses in Vietnam Need Legal Structuring Early

Vietnam’s education and training sector is one of the most regulated environments for foreign investment. The regulatory framework applicable to a specific education business depends heavily on the type of educational activity: formal educational institutions are governed by Decree 86/2018/ND-CP, which imposes ownership conditions and requires approval from the competent education authority. Foreign language training centres and computer training centres operate under a separate framework — Decree 46/2017/ND-CP as amended by Decree 135/2018/ND-CP — with sector conditions assessed at the provincial Department of Education and Training level under Circular 21/2018/TT-BGDDT.

This distinction matters because it determines which authority reviews the application, what pre-conditions apply, and what the realistic processing timeline is. The most common mistake is treating market entry as a two-step process — incorporate, then operate. Depending on the specific activity, there are typically four to six distinct regulatory stages between signing a lease and lawfully conducting classes.

2. Common Legal Issues for Education and Training Companies

• Business line classification: Foreign language and computer training are open with conditions under Decree 46/2017/ND-CP; formal educational institutions have additional ownership and quality requirements under Decree 86/2018/ND-CP
• Pre-approval pathway: For training centres, the operating licence is issued by the provincial Department of Education and Training after company registration — not by MOET at the national level for this category
• Operating location compliance: Permitted learning areas must meet educational facility standards; a commercial office lease does not satisfy educational licensing requirements
• Advertising compliance: Representations about qualifications, learning outcomes, or institutional accreditation must be accurate and verifiable under the Law on Advertising (Law No. 16/2012/QH13)
• Personal data protection: Collection of student data — including data of minors — is regulated under Decree 13/2023/ND-CP. Education businesses must establish lawful processing bases, obtain appropriate consent, observe purpose limitation, and assess cross-border transfer requirements for international cloud platforms

3. Foreign Investment and Licensing: Activity-Specific Pathways

Vietnam’s Investment Law 2020 requires foreign investors to obtain an IRC before the ERC. For education businesses, the pre-conditions and competent authorities depend on the specific educational model:

• Foreign language and computer training centres: IRC and ERC obtained through the standard DPI process. The operating licence is issued by the provincial Department of Education and Training after company registration, based on compliance with Decree 46/2017, Decree 135/2018, and Circular 21/2018/TT-BGDDT. There is no MOET-level pre-approval requirement for this category.
• Formal educational institutions: Investment policy decisions involve provincial People’s Committee review and, in some cases, Prime Ministerial approval. Decree 86/2018/ND-CP governs conditions, ownership structure, and curriculum requirements.

“The most important input to a realistic market-entry timeline for an education business is clarity about which regulatory framework applies to the specific planned activities. The pathway and the competent authority differ significantly between a language training centre, a corporate training company, and a formal school.” — Attorney Vu Manh Quynh, Managing Partner, ECOVIS Vietnam Law

Practical timeline for HCMC: a standard foreign language training centre typically requires 3 to 5 months from initial feasibility review to lawful operation.

4. Teacher Contracts, Foreign Employees, and Work Permits

Foreign teachers working in Vietnam require a work permit under Decree 152/2020/ND-CP as amended by Decree 70/2023/ND-CP. Three documents must be aligned: the work permit, the labor contract, and the TRC. Exemptions from the work permit requirement are narrow and procedurally defined — they are not a general exception for part-time or flexible teaching arrangements.

A common structural risk: engaging foreign teachers through service contracts does not remove the work permit requirement. Employers face administrative fines of VND 75 million to VND 100 million per violation under Decree 12/2022/ND-CP — assessed at the employer entity level.

5. Personal Data Protection: Student Data and Minors

• Processing personal data of children under 16 requires parental or guardian consent
• Student data may only be used for the specific purposes for which it was collected (purpose limitation)
• International cloud-hosted LMS platforms should be assessed for cross-border transfer compliance under Decree 13/2023/ND-CP
• Data breaches affecting student personal data require notification to the relevant authority within prescribed timeframes

6. How ECOVIS Vietnam Law Can Support

1. Investment feasibility review — applicable regulatory framework, ownership structure, and competent authority pathway
2. IRC and ERC filing coordination with HCMC DPI
3. Sector licensing advisory — provincial Department of Education and Training or MOET-level, depending on education model
4. Teacher employment contracts, student service agreements, and international certification partnership agreements
5. Work permit and TRC coordination for foreign teachers and educational experts
6. HR compliance setup: internal labor regulations, payroll, social insurance registration
7. Personal data protection compliance: consent mechanisms, minor-data procedures, cross-border transfer assessment
8. Advertising and marketing compliance review

7. Frequently Asked Questions

Can a foreign investor own 100% of an education company in Vietnam?

It depends on the specific educational activity. Foreign language training centres and corporate training companies are generally open to 100% foreign ownership under Decree 46/2017/ND-CP. Formal educational institutions governed by Decree 86/2018/ND-CP have ownership conditions. An investment feasibility review is recommended before selecting ownership structure.

What permits does a foreign language training centre in Ho Chi Minh City need?

Under Decree 46/2017/ND-CP as amended by Decree 135/2018/ND-CP and managed under Circular 21/2018/TT-BGDDT: an IRC and ERC through the standard DPI process; an operating licence from the provincial Department of Education and Training; fire safety approval; and compliance with facility, curriculum, and teacher qualification standards.

Do foreign teachers need a work permit in Vietnam?

Yes, with narrow exceptions. Under Decree 152/2020/ND-CP as amended by Decree 70/2023/ND-CP, foreign nationals conducting teaching work require a valid work permit. Exemptions are procedurally defined and are not a general exception for flexible or part-time teaching. Legal advice should be obtained before relying on any exemption.

How long does it take to set up a foreign language training centre?

Typically 3 to 5 months from initial feasibility review to lawful operation in HCMC. Delays most commonly result from premises fire safety approval, teacher qualification verification, and operating licence processing by the Department of Education and Training.

What are the consequences of employing foreign teachers without valid work permits?

Under Decree 12/2022/ND-CP, employing a foreign worker without a valid work permit is an employer-level administrative violation subject to a fine of VND 75 million to VND 100 million. Multiple simultaneous violations may each be subject to separate assessment. The foreign employee may face departure proceedings.

How does personal data protection apply to student data?

Decree 13/2023/ND-CP applies to all personal data processing in Vietnam, including student enrolment data. Education businesses must collect only data needed for defined purposes, obtain parental consent for data of children under 16, implement technical safeguards, and assess international cloud storage for cross-border transfer compliance.

8. Implementation Checklist

• ☐ Identify the applicable regulatory framework (Decree 86/2018 for formal institutions; Decree 46/2017 as amended for language/computer training centres)
• ☐ Confirm competent licensing authority (provincial Department of Education and Training or MOET, depending on model)
• ☐ Assess ownership structure options
• ☐ Review premises for educational facility compliance before committing to a lease
• ☐ Obtain investment feasibility opinion before signing lease or committing capital
• ☐ File IRC and ERC; apply for operating licence from education authority
• ☐ Draft teacher employment contracts aligned to work permit specifications
• ☐ Apply for work permits for all foreign teachers before they begin teaching
• ☐ Register internal labor regulations with DOLISA (required at 10+ employees)
• ☐ Implement personal data protection procedures: consent, minor-data rules, cross-border transfer assessment
• ☐ Review advertising and marketing materials for compliance

For a complimentary consultation on education business legal advisory in Vietnam, contact Attorney Vu Manh Quynh: vietnam@ecovislaw.vn | www.ecovislaw.vn

Attorney Vu Manh Quynh is the Managing Partner of ECOVIS Vietnam Law, advising international investors on Foreign Direct Investment (FDI), corporate governance, and regulatory compliance in Vietnam.

This material is for general informational purposes only and does not constitute legal, tax or professional advice. Investors should seek specific advice based on their business sector, ownership structure and investment location in Vietnam. Legal and regulatory references reflect the position as of June 2026 and are subject to change.

Last reviewed: June 2026 | ECOVIS Vietnam Law