ESTABLISHING FOREIGN-INVESTED COMPANY
According to data released by the General Statistics Office – Ministry of Finance, as of November 30th, 2025, the total registered foreign direct investment in Vietnam (including newly registered capital, adjusted capital, and capital contributions/share purchases) reached 33.69 billion USD, a 7.4% increase compared to the same period last year. While the investment environment is highly attractive, the procedures for establishing a foreign-invested company remain quite complex. In this article, Dai Quang Minh Lawfirm shares detailed experiences and processes to help you navigate these procedures effectively.
Dai Quang Minh Lawfirm would like to guide Customers through the procedures for establishing a foreign-invested company.
In case Customers have needs, please contact the hotline: 0932.191.299 for advice and direct support.
While establishing foreign-invested companies in Vietnam, investors often encounter many difficulties regarding sequences and procedures.
Understanding that, Dai Quang Minh Lawfirm is currently providing consultancy for establishing foreign-invested companies with all-inclusive costs, advising on investment forms and procedural sequences. Thereby, it not only helps businesses shorten time and costs but also ensures full compliance with legal regulations.
Customers interested in the procedures for Establishing a Foreign-Invested Enterprise in Vietnam, please contact Dai Quang Minh Lawfirm via Hotline: 0932.191.299; Zalo: 0932.191.299; Gmail: info@quangminhlawfirm.com; Viber: (+84) 337926405; WhatsApp: (+84) 337926405; Wechat: (+84) 337926405 (ID: _pouniverse) for the fastest, most accurate, free, and all-inclusive support.
I: Benefits when performing at Dai Quang Minh Lawfirm:
Support from preparing dossiers to submitting necessary papers at competent authorities;
Dai Quang Minh Lawfirm will provide full advice on legal regulations and investment conditions for each industry, avoiding legal risks, especially for conditional business lines;
Advise on choosing company models, preparing dossiers, and representing clients to work with state agencies;
Support investors in clearly understanding investment regulations and conditions for each specific industry;
Support in preparing all necessary legal documents, including business registration applications, company charters, lists of shareholders, etc.;
Dai Quang Minh Law Firm will represent the investor to submit dossiers and explain related issues to the registration agency.
Therefore, using the consultancy for establishing foreign-invested enterprises at Dai Quang Minh Law Firm helps foreign investors minimize risks and start business operations in Vietnam.
Customers interested in the procedures for Establishing a Foreign-Invested Enterprise in Vietnam, please contact Dai Quang Minh Law Firm via Hotline: 0932.191.299 for free, all-inclusive, fastest, and most accurate support.
II: Definition of foreign-invested companies
Foreign-invested companies, or FDI enterprise, is a company established with the participation of a foreign investor. According to the Investment Law 2020, this type of enterprise can be wholly or partially owned by foreign investors and must be established and operate according to Vietnamese legal regulations.
At the same time, foreign-invested companies will be organized under forms such as single-member limited liability companies (LLC), two-or-more-member LLCs, or joint-stock companies.
III: Legal basis for establishing a foreign-invested company
The establishment of a foreign-invested company must comply with the provisions of the Investment Law 2020 and the Enterprise Law 2020. These laws clearly stipulate conditions regarding industries, investment capital ratios, and procedures for granting Investment Registration Certificates.
Additionally, Vietnam is a member of many international trade agreements such as the WTO and bilateral/multilateral free trade agreements (CPTPP, EVFTA), creating favorable conditions for foreign investors, especially regarding tax incentives and market access rights.
IV: Conditions for establishing a company/enterprise with foreign investment capital
The general conditions for investors to establish a foreign-invested company based on Vietnamese law, the WTO Schedule of Commitments, and related international treaties are as follows:
1. Regarding the subject and nationality of the foreign investor:
Can be an individual aged 18 or older, or an organization/enterprise with the nationality of a WTO member or having signed a bilateral investment treaty with Vietnam;
Investors who are individuals possessing passports with the “cow-tongue line” will not be permitted to contribute investment capital or hold titles as managers representing capital contributions of organizations or representatives of companies established in Vietnam according to regulations.
2. Regarding the financial capacity of the foreign investor:
Foreign investors must have financial capacity as well as prove their financial capacity to invest in Vietnam;
Before investing in Vietnam, foreign investors need to appraise and follow relevant regulations on adjusting business fields to meet financial requirements.
3. Regarding headquarters and project implementation locations:
It is necessary to have a location to implement the investment project in Vietnam, proven based on house lease contracts, site leases, land leases, and legal land documents from the lessor;
Investors need to prove the location is qualified for leasing workshops and have workshop lease contracts in clusters or industrial zones if the investment projects are in the manufacturing sector.
4. Regarding experience capacity and specific conditions of the investment field:
Investors need to meet specific conditions in conditional business lines for foreign investors;
If the business field is commerce or wholesale/retail of goods, it must be proven that they have experience capacity in this field.
Customers interested in the procedures for Establishing a Foreign-Invested Enterprise in Vietnam, please contact Dai Quang Minh Law Firm via Hotline: 0932.191.299 for free, all-inclusive, fastest, and most accurate support.
V: Forms of investment for establishing a foreign-invested company
According to regulations, investors can establish a foreign-invested enterprise in two forms:
Initial capital contribution form: Foreign investors will contribute from 1% – 100% of the charter capital from the beginning of establishing a new enterprise in Vietnam. The contribution ratio will depend on the field in which the enterprise registers its business.
Form of purchasing shares/capital contributions in an enterprise: Foreign investors contribute capital to a Vietnamese company (which already has an enterprise registration certificate), at a ratio of 1% – 100% of the charter capital. The investor must carry out procedures to buy capital contributions or shares of the Vietnamese company to become a foreign-invested enterprise.
VI: Procedures for establishing a foreign-invested company
As shared above, there are currently 02 forms of establishing a foreign-invested enterprise: establishing a 100% Vietnamese-owned company or via capital contribution/share purchase. Therefore, the application dossiers and procedural sequences for registering a foreign-invested company will also differ. Let's continue exploring with Dai Quang Minh Law Firm.
Option 1. Procedures for direct capital contribution from the beginning
For establishing a company with 1% – 100% foreign capital contributed upon establishment, the investor will go through 02 stages: applying for an Investment Registration Certificate and applying for an Enterprise Registration Certificate.
➥ Process for granting the Investment Registration Certificate including the following 04 steps:
Step 1: Prepare the application for an Investment Registration Certificate
Investors need to prepare necessary documents such as:
- Investment project proposal: Including objectives, scale, capital sources, and capital mobilization plans;
- Proof of legal status: Certificate of establishment for organizations or copies of ID cards/passports for individuals;
- Proof of financial capacity: Financial statements or bank account confirmations;
- Site lease contract: Accompanied by land use right certificates or construction permits;
- Technology explanation (if necessary): Including process diagrams and machinery conditions.
Step 2: Submitting the application for an Investment Registration Certificate
- Perform project declaration on the National Foreign Investment Information System;
- Submit the dossier to the Department of Finance or Industrial Zone Management Board, depending on the project location;
- Investors monitor the processing progress through the system.
Step 3: Appraisal and issuance of the Certificate
- The investment registration agency appraises the dossier and grants the Investment Registration Certificate if conditions are met. Processing time ranges from 5 to 20 days depending on the project type.
Step 4: Drafting and submitting the business registration dossier
After receiving the Investment Registration Certificate, investors need to prepare the business registration dossier, including:
- Application for business registration;
- Company charter;
- List of members/shareholders (if the entity is a Limited Liability Company or a Joint Stock Company);
- Legal identification documents (ID card/Citizen ID card/Passport) and legal documents of the organization (if applicable).
The application dossier shall be submitted to the Department of Finance or submitted online via the National Business Registration Portal. The processing time is from 3 to 6 working days for the issuance of the Enterprise Registration Certificate, provided that all conditions are met.
Option 2: Procedures for Establishing a Foreign-Invested Company via Capital Contribution or Share Purchase
The sequence for establishing an enterprise with foreign investment capital through capital contribution or share purchase consists of the following steps:
Step 1: Establish a 100% Vietnamese-owned Company
Foreign investors can only contribute capital or purchase shares once a Vietnamese company has been established. If no such entity exists, the Vietnamese partner must complete the company must establishment procedures as previously guided in Step 4 by Dai Quang Minh Law Firm.
Step 2: Prepare the Registration Dossier for Capital Contribution or Share Purchase
The dossier shall include:
- Registration form for capital contribution, share purchase, clearly specifying the ownership percentage;
- Legal identification documents (ID Card/Citizen ID/Passport) of the investor;
- Capital contribution agreement between the investor and the company;
- Land use rights certificate (if applicable/relevant).
Step 3: Submit the Registration Dossier
The dossier is submitted to the Investment Registration Office under the Department of Planning and Investment where the company's head office is located. The processing time for the dossier is 15 working days.
Step 4: Execute Capital Contribution/Share Purchase
After receiving approval from the registration authority, the investor proceeds to transfer the capital into the Vietnamese company. If the ownership percentage exceeds 51%, the company is required to open a direct investment capital account.
Step 5: Amend the Enterprise Registration Certificate
At this stage, the foreign-invested company/enterprise carries out procedures to amend its business registration to record the change in shares or capital contribution by the foreign investor.
Step 6: Issuance of Business License and Operating Licenses
Upon completion of the business registration amendment, the company must apply for a Business License and any relevant operating licenses required for its specific activities.
Customers interested in the procedures for Establishing a Foreign-Invested Enterprise in Vietnam, please contact Dai Quang Minh Law Firm via Hotline: 0932.191.299 for free, all-inclusive, fastest, and most accurate support.
VII: Important Notes when Establishing a Foreign-Invested Company
When establishing a foreign-invested company in Vietnam, investors should consider the following key factors to avoid legal risks and ensure compliance:
1. Legal Risks to Note
- Certain business sectors require specific investment conditions and are subject to foreign ownership limits. Non-compliance may lead to the inability to obtain an operating license.
- Foreign investors or representatives of foreign organizations must obtain a work permit unless they fall under an exemption category.
2. Regulations on Capital Contribution Ratios and Financial Management
- Depending on the industry, foreign ownership ratios can range from 1% to 100%. However, sectors like real estate or education may have higher investment condition requirements or specific limits.
- When the capital contribution exceeds 51%, the enterprise must open a direct investment capital account and conduct all related transactions through this account.
3. Legalization of Documents and Certificates from Abroad:
- Legal documents related to the foreign investor, such as Business Registration Certificates, must be consularly legalized before being used in Vietnam.
VIII: Frequently asked questions about establishing foreign-invested company/ enterprise
1. How many forms of establishing a foreign-invested company are there?
There are two popular forms of establishing foreign-invested company:
- Registering for an Investment Registration Certificate first, followed by the Enterprise Registration Certificate.
- Establishing a company via capital contribution or share purchase from an existing Vietnamese company.
2. How long does it take to establish a foreign-invested company?
The processing time of establishing foreign-invested in Vietnam can range from 20 to 35 days, depending on the chosen method (capital contribution vs. direct registration from the start).
3. What taxed do foreign-invested companies have to pay?
Foreign-invested enterprises must pay the same types of taxes as domestic enterprises, including: License tax, value-added tax, corporate income tax and other specific taxes depending on the business sector.
4. Do foreign-invested companies/enterprises receive any investment incentives?
Foreign-invested companies may enjoy investment incentives in Vietnam. However, these incentives are not exclusively for foreign-invested enterprises but are similar to those available to domestic enterprises.
The above are the latest current regulations on establishing a foreign-invested company. The process and procedures can be complex and time-consuming if you do not clearly understand legal regulations. Contact Dai Quang Minh Lawfirm immediately via Hotline 0932.191.299 for free consultation and support to complete the procedures quickly.
Thank you sincerely./.
Contact information:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405
- WhatsApp: (+84) 337926405
- Wechat: (+84) 337926405 (ID: _pouniverse)
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