A Preschool Education Company in Vietnam: Conditions for Establishing

Long Phan Consulting explains the conditions for establishing a preschool education company under current Vietnamese law. Investors must satisfy two independent layers of conditions: Business Registration conditions and specialized conditions under education law. The enterprise needs a project proposal consistent with the provincial master plan, a minimum investment of VND 30 million per child, and a qualified workforce. It must also complete two separate procedures, namely the school establishment decision and the educational operation permit, before enrolling students. Long Phan Consulting sets out each requirement below.

Mandatory Conditions for Establishing a Preschool Business Enterprise

Operating a preschool business requires an enterprise to simultaneously satisfy two independent layers of conditions: business registration conditions under enterprise law, and specialized conditions under education law. Missing either layer, the enterprise cannot lawfully enroll students.

Business Registration Conditions

The enterprise must register the preschool education business line under Vietnam’s Economic Sector System. This is industry code 8511 for nursery education, or industry code 8510 for the preschool education group, depending on the scope of operation. Procedures are carried out at the Department of Planning and Investment or the Department of Finance, depending on local assignment, under the Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15).

Enterprise law does not set a separate legal capital requirement for the preschool education sector. The charter capital is self-declared by the enterprise, which is fully responsible for contributing it as committed. The enterprise’s legal representative must satisfy the general conditions under Article 12 of the Law on Enterprises 2020, and must not be prohibited from establishing or managing an enterprise under Article 17 of this Law.

Preschool education falls within the List of Conditional Business Lines under Appendix IV of the Investment Law 2025 (Law No. 143/2025/QH15). This list is maintained as the List of 142 conditional business lines issued together with Resolution 66.17/2026/NQ-CP, effective from July 1, 2026. As a result, the enterprise may be granted an Enterprise Registration Certificate, but is only permitted to officially operate this business line after satisfying the specialized conditions and obtaining approval from the competent authority.

Specialized Conditions for Preschool Education (Project Proposal, Facilities, Personnel, Finance)

The specialized conditions are set out in Decree 125/2024/ND-CP, comprising two separate groups corresponding to two stages: the conditions for school establishment (Article 3) and the conditions for permitting educational operation (Article 5). Each group is tied to a different type of administrative decision.

At the establishment stage, the enterprise must have a project proposal consistent with the provincial master plan. This proposal must clearly identify objectives, the education program, land, planned facilities, organizational structure, and financial resources, under Clauses 1 and 2, Article 3 of Decree 125/2024/ND-CP. At the operation-permit stage, the enterprise must demonstrate that these conditions have actually been completed. This includes facilities meeting the required standards, teachers meeting qualification standards, the current preschool education program, and the minimum financial investment, under Article 5 of Decree 125/2024/ND-CP.

Conditions for Establishing or Permitting the Establishment of a Preschool

The decision on establishment (for public schools) or the decision permitting establishment (for private schools) is the first legal document confirming the school’s existence. The four groups of conditions below must be fully reflected in the project proposal submitted with the dossier, under Articles 3 and 4 of Decree 125/2024/ND-CP.

Project Proposal Consistent with the Provincial Master Plan

The project proposal for establishing a preschool must be consistent with the provincial master plan and related local plans of the area where the school is located, under Clause 1, Article 3 of Decree 125/2024/ND-CP. This requirement was revised from the previous regulation to align with the Law on Planning. It means the proposed school location must fall within an area already planned for educational purposes, or one consistent with the local land-use function.

The project proposal must clearly identify the objectives, tasks, program, and content of preschool education, as well as land, facilities, equipment, and the proposed construction site. It must also cover the organizational structure, financial resources, and the strategic direction for building and developing the school, under Clause 2, Article 3 of Decree 125/2024/ND-CP. Enterprises should review the local master plan before preparing the project proposal to avoid rejection due to an unsuitable location.

Land, Facilities, and Equipment Planned for Construction

At the project-proposal stage, the enterprise only needs to present a plan for land, facilities, and equipment, without yet having completed them in practice. However, this plan must be feasible and consistent with the minimum standards on location, area, and facilities set by the Ministry of Education and Training. These standards are verified in practice at the stage of applying for the educational operation permit, under Article 5 of Decree 125/2024/ND-CP.

In inner-city areas of special-grade urban centers, the enterprise is permitted to substitute the required school construction land area with floor construction area. The floor area must not be smaller than the minimum average land area per child under the professional standards set by the Ministry of Education and Training.

Minimum Investment per Child

The minimum investment level is a core financial condition, set out under Clause 4, Article 5 of Decree 125/2024/ND-CP. For a private preschool constructing new facilities, the minimum investment is VND 30 million per child, excluding land-use costs. Total investment capital is calculated based on the point in time of the highest planned scale, and the capital plan must be consistent with the planned scale of each development stage.

If the enterprise does not construct new facilities but instead leases or uses existing facilities, the minimum investment only needs to reach 70% of the above level, approximately VND 21 million per child. The enterprise must prepare a legal document confirming the amount of investment capital it holds. This document must show the capital is lawful and consistent with the planned scale at the time of registering for the educational operation permit, under Point c, Clause 2, Article 6 of Decree 125/2024/ND-CP.

>>See more: What is the minimum charter capital of a joint stock company?

Organizational Structure and Operating Regulations

An enterprise operating a private preschool must develop operating regulations under the Regulation on Organization and Operation of Private Preschools issued together with Circular 13/2015/TT-BGDDT. It must also comply with the Preschool Charter issued together with Circular 52/2020/TT-BGDDT (as amended and supplemented by Circular 51/2026/TT-BGDDT dated June 30, 2026).

If the school has two or more capital-contributing members, the organizational structure must include a Board of Management under Article 8 of the Regulation issued with Circular 13/2015/TT-BGDDT. If only one investor contributes the entire capital, that investor directly performs the duties and powers of the Board of Management without needing to establish this body. The operating regulation is one of the mandatory dossier components when applying for the educational operation permit, under Point d, Clause 2, Article 6 of Decree 125/2024/ND-CP.

Conditions for Obtaining the Educational Operation Permit After Establishment

Being permitted to establish a school does not mean the enterprise may enroll students. A preschool may only carry out childcare, nurturing, and educational activities after obtaining a separate decision permitting educational operation, under Articles 5 and 6 of Decree 125/2024/ND-CP. This is an independent step that does not automatically arise from the establishment decision.

Qualified Teaching Staff and Management Personnel

The school must have management staff, teachers, employees, and workers sufficient in number and meeting the required standards. They must be qualified to carry out childcare, nurturing, and educational activities for children, under Clause 2, Article 5 of Decree 125/2024/ND-CP. Regarding qualification standards, preschool teachers must hold at least a college-level teaching diploma. This is required under Point a, Clause 1, Article 72 of the Law on Education 2019 (Law No. 43/2019/QH14, as amended and supplemented by Law No. 123/2025/QH15).

Enterprises should ensure that labor contracts with teachers and management personnel correctly reflect their job titles and professional qualifications, to support the assessment of the dossier for the educational operation permit. Personnel dossiers lacking valid qualification certificates are a common reason the Division of Education and Training requests supplementation.

Applicable Preschool Education Program

The school must have an education program, materials, and learning resources that meet the requirements set by the Ministry of Education and Training. This is required under Clause 2, Article 5 of Decree 125/2024/ND-CP. The current preschool education program was issued under Circular 17/2009/TT-BGDDT, as amended, supplemented, and consolidated in Consolidated Document No. 01/VBHN-BGDDT.

The new preschool education program is currently only being piloted at 510 preschool education institutions for the 2026-2027 school year, under Decision 388/QD-BGDDT dated February 12, 2026, and has not yet been applied nationwide. Enterprises not included in the pilot list should continue developing their education plans based on the current program until an official notice of broader application is issued.

Mandatory Deadline from the Date of the Establishment Decision

The enterprise has a maximum of 02 years from the effective date of the decision on establishment or permission to establish the preschool, to satisfy the conditions and obtain the educational operation permit. If this deadline passes without the operation permit being granted, the Division of Education and Training reports to the Chairperson of the District-level People’s Committee. This is now the corresponding competent authority during the transition period, and it revokes the establishment decision under Clause 4, Article 4 of Decree 125/2024/ND-CP.

This is a timeline the enterprise needs to plan financially and in terms of construction from the moment the establishment dossier is submitted. Revocation of the establishment decision requires the enterprise to redo the entire procedure from the beginning.

Competent Authority for Decisions and Dossier Submission Location

The authority to decide on preschool establishment and educational operation permits is currently in a transition period, as Vietnam implements the two-tier local government model. Enterprises need to identify the correct competent authority at the time of dossier submission to avoid submitting to the wrong agency.

Authority Under the Original Provisions of Decree 125/2024/ND-CP

Under the original regulation, the Chairperson of the District-level People’s Committee decides on the establishment of public preschools or permits the establishment of semi-public and private preschools, under Clause 1, Article 4 of Decree 125/2024/ND-CP. The establishment dossier is submitted to the District-level People’s Committee through the online public service portal, by post, or in person.

For the procedure of permitting educational operation, the authority to decide rests with the Head of the District-level Division of Education and Training, under Article 6 of Decree 125/2024/ND-CP. The dossier applying for the educational operation permit is submitted to the Division of Education and Training. This is a different agency from the one issuing the establishment decision, so enterprises must prepare two separate dossiers for submission to two different agencies.

Authority During the Two-Tier Local Government Implementation Period

From July 1, 2025 to February 28, 2027, the authority under Clause 1, Article 4 of Decree 125/2024/ND-CP to establish or permit a preschool is exercised by the Commune-level Chairperson. This follows Article 4 and Article 1 of Appendix I issued together with Decree 142/2025/ND-CP. Similarly, the authority to permit educational operation under Clause 1, Article 6 of Decree 125/2024/ND-CP is also exercised by the Commune-level Chairperson during the same period. This follows Article 4 and Article 2 of Appendix I issued together with Decree 142/2025/ND-CP.

Enterprises preparing dossiers in 2026 should submit both dossiers to the Commune-level People’s Committee where the school is located. This replaces the District-level People’s Committee under the original regulation. The Commune-level People’s Committee is also responsible for inspecting and supervising the maintenance of conditions of preschool education institutions in its area, under Resolution 23/2026/NQ-CP.

Procedure from Business Registration to the Educational Operation Permit

A complete preschool establishment dossier goes through four sequential steps, each tied to a different agency and a different type of legal document. Enterprises cannot skip or reorder these steps.

Step 1 – Registering the Enterprise with the Preschool Education Business Line

The enterprise submits the establishment registration dossier to the Department of Planning and Investment (or the Department of Finance, depending on local assignment). This dossier selects the preschool education business line under the corresponding industry code and records the planned charter capital. This step follows the Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15), with a standard processing time of 03 working days from receipt of a complete and valid dossier.

Step 2 – Preparing the Project Proposal and Applying for the Establishment Decision

After obtaining the Enterprise Registration Certificate, the enterprise prepares the preschool establishment project proposal under Form No. 02 of Appendix I issued with Decree 125/2024/ND-CP, together with a submission report under Form No. 01. This is filed with the Commune-level People’s Committee during the 2025-2027 period. Within 05 working days of receiving a complete dossier, the receiving agency issues a written notice of any content requiring correction or supplementation, under the procedure set out in Article 4 of Decree 125/2024/ND-CP.

Step 3 – Completing Facilities and Personnel According to the Approved Project Proposal

This is the stage where the enterprise actually implements the commitments made in the project proposal. This includes constructing or leasing the location, installing equipment, recruiting teachers meeting the required standards, and finalizing the organizational and operating regulations. The enterprise should retain legal documents proving land-use rights, house ownership, or a lease agreement with a term of at least 05 years, under Point b, Clause 2, Article 6 of Decree 125/2024/ND-CP. This document is mandatory for the next step.

Step 4 – Submitting the Dossier Applying for the Educational Operation Permit

Once the actual conditions have been completed, the enterprise submits the dossier applying for the educational operation permit to the Division of Education and Training (or the Commune-level People’s Committee during the 2025-2027 period). This dossier comprises a submission report under Form No. 03, legal documents on land, a document confirming investment capital, and the organizational and operating regulations, under Clause 2, Article 6 of Decree 125/2024/ND-CP. Only after obtaining the decision permitting educational operation may the school lawfully announce student enrollment.

Choosing the Appropriate Option Based on the Investment Form

Investors have two options for satisfying the facilities and financial conditions when opening a private preschool: constructing new facilities, or leasing and using existing facilities. Each option involves a different minimum investment level, preparation time, and legal requirement regarding location, under Clause 4, Article 5 and Point b, Clause 2, Article 6 of Decree 125/2024/ND-CP, compared in detail below.

Legal basis for each criterion is as follows. The minimum investment level applies Clause 4, Article 5 of Decree 125/2024/ND-CP. The land-use rights requirement applies Clause 1, Article 3 of Decree 125/2024/ND-CP. The 05-year lease requirement applies Point b, Clause 2, Article 6 of Decree 125/2024/ND-CP. The 02-year deadline for the educational operation permit applies Clause 4, Article 4 of Decree 125/2024/ND-CP.

Common Errors That Cause Dossiers to Be Rejected or Delayed

In practice, dossiers applying for the establishment and operation permit of preschool education institutions are often rejected or delayed. These delays stem from errors made when preparing the conditions, the dossier, or determining the competent authority. Some common errors enterprises should particularly note include:

Registering a business line that does not match the correct preschool education industry code, causing the Department of Planning and Investment to request adjustment before proceeding to subsequent steps. Preparing a project proposal with a location inconsistent with the provincial master plan, leading to rejection at the establishment assessment stage. Failing to demonstrate financial capacity meeting the minimum investment of VND 30 million per child (or 70% if leasing existing facilities), causing the operation-permit dossier to be rejected. A lease agreement with a term shorter than 05 years, which does not satisfy the dossier condition under Article 6 of Decree 125/2024/ND-CP. Teaching staff not meeting the college-level teaching qualification standard under Article 72 of the Law on Education 2019, or incomplete labor contracts at the time of dossier assessment. Exceeding the 02-year deadline from the date of the establishment decision without completing the operation-permit dossier, resulting in revocation of the establishment decision and requiring the process to be redone from the start. Submitting the dossier to the wrong competent authority due to confusion between the original regulation (district level) and the temporary authority during the two-tier local government period (commune level).

Legal Updates for 2026 to Note When Preparing the Dossier

Those preparing a preschool establishment dossier in 2026 should track two parallel groups of changes. These are administrative procedure and business condition reforms in the education sector, and the reorganization of the nationwide list of conditional business lines. Both directly affect the sequence and processing time of the dossier.

Reduction and Decentralization of Preschool Business Conditions Under Resolution 23/2026/NQ-CP

Resolution 23/2026/NQ-CP, dated April 29, 2026 and effective from April 29, 2026 to March 1, 2027, provides for the reduction, decentralization, and simplification of administrative procedures and business conditions applicable to preschool education institutions. These changes are set out under Appendix I issued together with this Resolution. The guiding principle is to create favorable conditions for organizations and individuals and increase the initiative of local governments, while ensuring that education quality and learner-safety conditions are not diminished.

Enterprises should cross-check Appendix I of Resolution 23/2026/NQ-CP against Decree 125/2024/ND-CP at the time of dossier submission. This helps identify which procedures have been reduced or decentralized, avoiding the application of outdated procedures.

Change to the List of Conditional Business Lines Applicable from July 1, 2026

From July 1, 2026, the List of Conditional Business Lines under Appendix IV of the Investment Law 2025 is reviewed and reduced under Resolution 66.17/2026/NQ-CP, to only 142 business lines, effective until February 28, 2027. Preschool, general, and higher education activities are confirmed to remain within this list of 142 conditional business lines.

This means enterprises operating preschool businesses must still fully comply with the specialized conditions under Decree 125/2024/ND-CP. The reduction of the general list does not exempt the obligation to apply for the educational operation permit for this business line.

Consulting Services for Preparing the Proposal and Representing Clients in Preschool Establishment and Operation Licensin

Long Phan Consulting supports clients through both mandatory administrative procedures:

• Applying for the school establishment decision, and applying for the educational operation permit.
• This helps investors shorten processing time and reduce legal risk when opening a preschool.
• The specific scope of work includes: Reviewing business registration conditions and advising on the selection of the appropriate preschool education business line consistent with the intended business model.
• Preparing the preschool establishment project proposal in accordance with Form No. 02 of Appendix I of Decree 125/2024/ND-CP, cross-checked against the provincial master plan at the intended location.
• Representing clients in submitting the school establishment dossier to the Commune-level People’s Committee and the educational operation permit dossier to the Division of Education and Training (or the corresponding competent authority).
• Tracking the assessment progress and proactively supplementing the dossier as requested by the receiving agency at each stage.
• Advising on standardizing personnel dossiers, lease agreements, and investment capital confirmation documents before submitting the dossier applying for the educational operation permit.
• Providing timely updates on changes in authority and procedure under Decree 142/2025/ND-CP and Resolution 23/2026/NQ-CP throughout the dossier process.
• If the dossier is rejected multiple times or exceeds the 02-year deadline for the educational operation permit, the enterprise risks having its establishment decision revoked and losing its entire initial investment.
• This is when engaging a legal consulting provider from the project-proposal stage becomes valuable.

Enterprises, clients, or investors seeking a preliminary assessment may send their documents via email at info@longphanpmt.com or Zalo/WhatsApp at +84 906 735 386.

Frequently Asked Questions on Conditions for Establishing a Preschool Education Company

Below are the most common concerns investors face when preparing a dossier to establish a preschool education company, with each answer citing the specific legal basis for reference.

Conclusion

Operating a preschool business requires an enterprise to pass two independent layers of conditions and three separate administrative decisions. These are business registration, school establishment, and permission for educational operation, each tied to a different dossier and competent authority, under Decree 125/2024/ND-CP. During the transition of authority under Decree 142/2025/ND-CP, and amid the changes under Resolution 23/2026/NQ-CP and Resolution 66.17/2026/NQ-CP, investors need to track the correct dossier submission point and minimum investment level. This avoids delays or revocation of the establishment decision. Long Phan Consulting accompanies investors from the project-proposal stage until the school is officially permitted to operate. Clients may contact hotline 1900636389 for specific advice tailored to their locality and intended investment model.