ESTABLISHMENT OF FOREIGN-INVESTED ENTERPRISE

    ESTABLISHMENT OF FOREIGN-INVESTED ENTERPRISE

    According to data released by the General Statistics Office under the Ministry of Finance, as of November 30, 2025, the total registered foreign direct investment (FDI) in Vietnam (including newly registered capital, adjusted capital, and capital contributions and share acquisitions) reached USD 33.69 billion, representing a 7.4% increase compared to the same period last year. Notwithstanding the highly attractive investment climate, the procedures for the establishment of foreign-invested enterprises remain relatively intricate. In this article, Dai Quang Minh Law Firm shall provide expert insights and a detailed procedural roadmap to facilitate your efficient compliance.

    Dai Quang Minh Law Firm is pleased to provide our valued Clients with instructions on the procedures for the establishment of foreign-invested enterprises.

    Should you require any further assistance, please do not hesitate to contact our hotline at 0932.191.299 for direct legal counsel and support.

    Investors often encounter significant challenges regarding administrative sequences and procedures when establishing foreign-invested enterprises in Vietnam.

    Recognizing these hurdles, Dai Quang Minh Law Firm offers comprehensive legal consultancy for the incorporation of foreign-invested companies. Our services feature all-inclusive fixed fees, strategic advice on investment forms, and detailed guidance on procedural workflows. Consequently, we not only assist enterprises in minimizing time and operational costs but also ensure full compliance with prevailing statutory regulations.

    Should you be interested in the procedures for the Establishment of Foreign-Invested Enterprises in Vietnam, please contact Dai Quang Minh Law Firm via our Hotline: 0932.191.299; Zalo: 0932.191.299; Gmail: info@quangminhlawfirm.com; Viber: (+84) 337926405; WhatsApp: (+84) 337926405; Wechat: (+84) 337926405 (ID: _pouniverse). We are committed to providing complimentary initial consultations and expedited, high-precision, all-inclusive legal services to facilitate your investment.

    I. KEY BENEFITS OF ENGAGING DAI QUANG MINH LAW FIRM:

    • Comprehensive Procedural Support: Providing end-to-end assistance, from the meticulous preparation of dossiers to the submission of required documentation to the competent state authorities.
    • Strategic Legal & Investment Advisory: Offering in-depth counsel on legal regulations and investment conditions tailored to specific business sectors, effectively mitigating legal risks, particularly for conditional business investment sectors.
    • Full-Service Corporate Structuring: Advising on the selection of optimal corporate models, drafting comprehensive dossiers, and acting as the authorized representative in all dealings with governmental agencies.
    • Specialized Sectoral Guidance: Assisting investors in navigating and thoroughly understanding the specific regulatory frameworks and investment conditions applicable to their chosen fields of operation.
    • Meticulous Documentation Preparation: Supporting the preparation of all essential legal instruments, including the Application for Enterprise Registration, the Company Charter (Articles of Association), the List of Shareholders/Members, and other statutory documents.
    • Authorized Liaison & Representation: Acting on behalf of investors to submit applications and provide necessary clarifications/explanations regarding any queries raised by the licensing authorities.

    Therefore, engaging the foreign-invested enterprise establishment services at Dai Quang Minh Law Firm empowers foreign investors to mitigate legal risks and seamlessly initiate their business operations in Vietnam.

    Should you require any further information regarding the Establishment of Foreign-Invested Enterprises in Vietnam, please do not hesitate to contact Dai Quang Minh Law Firm via our Hotline: 0932.191.299; Zalo: 0932.191.299; Gmail: info@quangminhlawfirm.com; Viber: (+84) 337926405; WhatsApp: (+84) 337926405; Wechat: (+84) 337926405 (ID: _pouniverse). We are committed to providing complimentary initial consultations and expedited, high-precision, all-inclusive legal services to facilitate your investment.

    II. DEFINITION OF FOREIGN-INVESTED ENTERPRISES

    A foreign-invested enterprise, or FDI enterprise, is a company established with the participation of foreign investors. According to the Law on Investment 2020, this type of business entity may be wholly or partially owned by foreign investors and must be established and operated in accordance with Vietnamese legal regulations.

    Furthermore, foreign-invested companies shall be organized under legal forms such as single-member limited liability companies, multi-member limited liability companies, or joint-stock companies.

    III: LEGAL GROUNDS FOR THE ESTABLISHMENT OF FOREIGN-INVESTED ENTERPRISES

    The establishment of a foreign-invested enterprise must comply with the provisions of the Law on Investment 2020 and the Law on Enterprise 2020. These laws clearly stipulate requirements regarding business sectors, investment capital ratios, and the procedures for the issuance of the Investment Registration Certificate.

    Furthermore, Vietnam is a member of various international trade agreements, such as the WTO, as well as bilateral and multilateral free trade agreements (CPTPP, EVFTA). These frameworks create favorable conditions for foreign investors, particularly concerning tax incentives and market access rights.

    IV: CONDITIONS FOR THE ESTABLISHMENT OF FOREIGN-INVESTED COMPANIES AND ENTERPRISES

    The general conditions for investors to establish foreign-invested companies, pursuant to Vietnamese law, the WTO Schedule of Specific Commitments, and relevant multilateral and bilateral international treaties, are as follows:

    1. Regarding the legal status and nationality of foreign investors

    Investors may be individuals aged 18 or older, or organizations/enterprises with nationalities of WTO member states or countries that have signed bilateral investment treaties with Vietnam;

    Individual investors holding passports containing the "nine-dash line" shall not be permitted to contribute investment capital, act as authorized representatives for an organization's capital contribution, or serve as the legal representative of a company established in Vietnam, in accordance with applicable regulations.

    2. Regarding the financial capacity of foreign investors

    Foreign investors must possess financial capacity and provide proof of financial capability for their investment in Vietnam;

    Prior to investing in Vietnam, foreign investors are required to assess and comply with relevant regulations governing their specific business sectors to ensure all financial requirements are met.

    3. Regarding the headquarters and project implementation location

    A specific location for investment project implementation in Vietnam is required, which must be evidenced by a lease agreement (for a house, office, or land) and legal land title documents provided by the lessor;

    Investors must prove that the location is eligible for factory leasing and possess a valid factory lease agreement within industrial clusters or industrial zones for projects involving manufacturing activities.

    4. Regarding the professional experience and specific conditions of the investment sector

    Investors must satisfy the specific conditions applicable to conditional business sectors for foreign investors;

    If the business sector involves trading, wholesale, or retail of goods, proof of prior experience and capacity in this field must be provided.

    Clients interested in the procedures for Establishing Foreign-Invested Enterprises in Vietnam, please contact Dai Quang Minh Law Firm via Hotline: 0932.191.299 for free, comprehensive, rapid, and most accurate support.

    V: FORMS OF INVESTMENT FOR ESTABLISHING FOREIGN-INVESTED COMPANIES

    Theo quy định, các nhà đầu tư có thể thành lập công ty doanh nghiệp có vốn đầu tư nước ngoài theo 02 hình thức như sau:

    According to the regulations, investors may establish foreign-invested companies and enterprises under the following two forms:

    • Form of capital contribution from the beginning: Foreign investors shall contribute from 1% to 100% of the charter capital from the time of establishing a new enterprise in Vietnam. The capital contribution ratio will depend on the business sectors registered by the enterprise;
    • Form of purchasing shares/capital contributions in an enterprise: Foreign investors contribute capital to an existing Vietnamese company (which already has an Enterprise Registration Certificate), with a capital contribution ratio from 1% to 100% of the charter capital. Investors must perform procedures to purchase capital contributions or shares of the Vietnamese company to transform it into a foreign-invested enterprise.

    VI: PROCEDURES FOR THE ESTABLISHMENT OF FOREIGN-INVESTED ENTERPRISES

    As shared above, there are currently two forms of establishing a foreign-invested enterprise: establishing a company with 100% Vietnamese capital [then transferring] or via capital contribution/share purchase. Therefore, the application dossiers and sequences of procedures for registering a foreign-invested company will also differ. Let’s continue exploring with Dai Quang Minh Law Firm.

    Option 1: Procedures for establishing foreign-invested companies/enterprises with capital contribution from the beginning

    For the establishment of a foreign-invested company where 1% to 100% of the capital is contributed at the time of incorporation, investors shall undergo two stages: applying for an Investment Registration Certificate and applying for an Enterprise Registration Certificate

    ➥ The procedure for applying for an Investment Registration Certificate (IRC) consists of the following 3 steps:

    Step 1: Preparation of the application dossier for an Investment Registration Certificate (IRC)

    Nhà đầu tư cần chuẩn bị các giấy tờ cần thiết như:

    Investors must prepare the necessary documents, including:

    • Investment project proposal: Including objectives, scale, capital sources, and capital mobilization plans;
    • Proof of legal status: Certificate of incorporation/establishment (for organizations) or copies of ID card/Citizenship ID/Passport (for individuals);
    • Proof of financial capacity: Financial statements or bank account balance certificates;
    • Location lease agreement: Accompanied by the Land Use Rights Certificate (LURC) or construction permit;
    • Technology explanation (if required): Including process flow charts and the technical status of machinery.

    Step 2: Submission of the application for the Investment Registration Certificate (IRC)

    • Declare the project on the National Foreign Investment Information System;
    • Submit the dossier to the Department of Finance or the Management Board of Industrial Zones, depending on the project's location;
    • Investors shall monitor the processing status through the system.

    Step 3: Appraisal and issuance of the Certificate

    • The investment registration authority shall appraise the dossier and issue the Investment Registration Certificate if all conditions are met. The processing time ranges from 5 to 20 days, depending on the type of project.

    ➥ Next, the procedure for applying for an Enterprise Registration Certificate (ERC) consists of the following 3 steps:

    Step 4: Drafting and submitting the application dossier for enterprise registration

    After receiving the Investment Registration Certificate (IRC), the investor needs to prepare the enterprise registration dossier, including:

    • Application for enterprise registration;
    • Company charter;
    • List of members/shareholders (for limited liability companies or joint-stock companies);
    • Legal documents (ID card/Citizenship ID/Passport) and legal documents of the organization (if any).

    The 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 to be issued the Enterprise Registration Certificate (ERC) if all conditions are met.

    Option 2: Procedures for Establishing a Foreign-Invested Company through Capital Contribution or Share Acquisition

    The process for establishing a foreign-invested enterprise through capital contribution or share acquisition includes the following steps:

    Step 1: Establishment of a 100% Vietnamese-Owned Company

    A foreign investor may only contribute capital or acquire shares in an existing Vietnamese company. If such company has not yet been established, the Vietnamese partner must complete the company incorporation procedures (as mentioned in Step 4 above).

    Step 2: Preparation of the Dossier for Capital Contribution/Share Acquisition Registration

    The dossier typically includes:

    • A written registration for capital contribution or share acquisition, specifying the ownership ratio;;
    • Legal documents of the investor (ID card/Citizen ID/Passport);
    • Capital contribution agreement between the investor and the company;
    • Land use right certificate (if relevant).

    Step 3: Submission of the Registration Dossier

    The dossier shall be submitted to the Investment Registration Division of the Department of Planning and Investment where the company’s head office is located. The statutory processing time is 15 working days.

    Step 4: Implementation of Capital Contribution/Share Acquisition

    Upon receiving approval from the competent authority, the investor shall transfer capital into the Vietnamese company. If the foreign ownership ratio exceeds 51%, the company is required to open a Direct Investment Capital Account (DICA).

    Step 5: Amendment of the Enterprise Registration Certificate

    The company shall carry out procedures to amend its Enterprise Registration Certificate to record the change in shareholding or capital contribution by the foreign investor.

    Step 6: Obtaining Business Licenses and Operational Permits

    After completing the amendment procedures, the company must apply for the relevant business licenses and sector-specific operational permits, if required by law.

    Clients interested in the procedures for Establishing Foreign-Invested Enterprises in Vietnam, please contact Dai Quang Minh Law Firm via Hotline: 0932.191.299 for free, comprehensive, rapid, and most accurate support.

    VII. Important Notes When Establishing a Foreign-Invested Company

    When establishing a foreign-invested company in Vietnam, investors should take into account the following key factors to mitigate legal risks and ensure compliance with applicable regulations:

    1. Legal Risks to Be Considered

    • Certain business sectors are subject to specific investment conditions and limitations on foreign ownership ratios. Failure to comply with these requirements may result in the refusal of an operating license;
    • Foreign investors or representatives of foreign organizations may be required to obtain a work permit unless they qualify for an exemption under Vietnamese law.

    2. Regulations on Capital Contribution Ratio and Financial Management

    • Depending on the business sector, the permitted foreign ownership ratio may range from 1% to 100%. However, in certain sectors such as real estate and education, foreign ownership may be restricted or subject to more stringent investment conditions;
    • Where foreign ownership exceeds 51%, the enterprise is required to open a Direct Investment Capital Account (DICA) and conduct capital transactions through this account.

    3. Legalization of Foreign Documents and Certificates

    • Legal documents relating to foreign investors, such as the Certificate of Incorporation or Business Registration Certificate, must be consular legalized before being used in Vietnam.

    VIII. Frequently Asked Questions on Establishing a Foreign-Invested Enterprise

    1. What are the common forms of establishing a foreign-invested company?

    There are two common forms:

    • Applying for an Investment Registration Certificate first, followed by obtaining an Enterprise Registration Certificate;
    • Establishing a company through capital contribution or share acquisition in an existing Vietnamese company​.

    2. How long does it take to establish a foreign-invested company?

    The establishment process in Vietnam typically takes from 20 to 35 days, depending on the selected method (direct establishment or capital contribution/share acquisition).

    3. What types of taxes must a foreign-invested company pay?

    A foreign-invested enterprise is subject to the same taxes as domestic enterprises, including: license tax, value-added tax (VAT), corporate income tax (CIT), and other sector-specific taxes depending on the business activities.

    4. Are foreign-invested companies entitled to investment incentives?

    Foreign-invested enterprises may be entitled to investment incentives in Vietnam. However, such incentives are not exclusively granted to foreign enterprises but are generally available under the same conditions applicable to domestic enterprises.

    The above outlines the current regulations on the establishment of foreign-invested companies in Vietnam. The procedures may be complex and time-consuming without a clear understanding of the legal framework.

    Please contact Dai Quang Minh Law Firm via Hotline: 0932.191.299 for professional consultation and efficient support in completing the required procedures.

    Sincerely.

    Contact Information:

    - Zalo: 0932.191.299

    - Gmail: info@quangminhlawfirm.com

    - Viber: (+84) 337926405

    - WhatsApp: (+84) 337926405

    - Wechat: (+84) 337926405

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