ESTABLISHMENT OF FOREIGN-INVESTED ENTERPRISES IN VIETNAM (FDI ESTABLISHMENT) 2026: LEGAL REQUIREMENTS FOR DOCUMENTS OF FOREIGN INDIVIDUAL INVESTORS ESTABLISHING A FOREIGN-INVESTED ENTERPRISE IN VIETNAM
When establishing a foreign-invested enterprise in Vietnam, the preparation of a complete and legally compliant investment dossier is one of the most critical stages of the investment registration process. Among the various components of the application, the documents relating to the foreign individual investor play a decisive role in enabling the competent licensing authority to verify the investor's legal identity, nationality, financial capability, and eligibility to carry out investment activities in accordance with Vietnamese law.
Failure to provide adequate supporting documentation may result in requests for supplementation, delays in the licensing process, or even the rejection of the investment registration application. Unlike domestic investors, foreign individual investors are generally required to submit a broader range of legal documents when applying for an Investment Registration Certificate ("IRC"). These documents not only establish the investor's legal status but also demonstrate compliance with various administrative requirements relating to notarization, consular legalization, certified translation, and documentary authentication.
Depending on the nationality of the investor, the proposed investment structure, and the business sector involved, additional documents or explanations may also be requested by the licensing authority to ensure that the investment project fully complies with Vietnamese investment legislation and other applicable legal regulations. The documentary requirements imposed upon foreign individual investors are intended to ensure the transparency, legality, and authenticity of the investment process.
Clients who are interested in the procedures for establishing a foreign-invested enterprise in Vietnam are welcome to contact Dai Quang Minh Company via: Hotline: 0932.191.299; Zalo: 0932.191.299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for free, comprehensive, prompt, and accurate assistance.
In addition, Dai Quang Minh Company provides a wide range of legal services, including sublicenses and specialized permits, enterprise registration, investment advisory services, foreign labor and work permit services, as well as ongoing legal consultancy for both domestic and foreign-invested enterprises.
Contact us:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat: (+84) 337926405 (ID: _pouniverse)/ (+84) 869672216 (ID: DQM_Verna)
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I. Legal framework governing documents of foreign individual investors
The preparation and submission of documentary evidence by foreign individual investors constitute an essential legal requirement in the process of establishing a foreign-invested enterprise in Vietnam. The legal framework governing these documentary requirements is primarily established under the Law on Investment 2025, the Law on Enterprises 2025, and Decree No. 96/2026/NĐ-CP detailing and guiding the implementation of the Law on Investment, together with other relevant implementing regulations issued by the competent authorities. These legal instruments prescribe the categories of documents that foreign investors must provide, the authentication procedures applicable to foreign-issued documents, and the legal principles that licensing authorities apply when examining the investment registration dossier.
The primary objective of requiring documentary evidence from foreign individual investors is to enable the competent investment authority to verify the investor's legal identity, nationality, legal capacity, and eligibility to conduct investment activities in accordance with Vietnamese law. Unlike domestic investors, whose identity can generally be verified through national databases, foreign investors must provide official documents issued by competent authorities in their home jurisdictions. These documents allow the licensing authority to confirm that the investor is a legally recognized individual possessing full civil capacity to make investment decisions and assume the legal rights and obligations arising from the establishment and operation of a foreign-invested enterprise.
An important legal principle underlying the investment registration process is that the identity of every foreign individual investor must be established through authentic, reliable, and legally valid documentation. Consequently, documents submitted by foreign investors are generally required to satisfy various procedural requirements concerning notarization, consular legalization, certified translation, and documentary authentication before they may be accepted by Vietnamese authorities. These procedures are designed to ensure that foreign-issued documents can be relied upon as accurate evidence of the investor's legal status and identity. In practice, licensing authorities do not merely examine the existence of the required documents but also review their authenticity, consistency, validity period, and compliance with applicable legal formalities. Any discrepancy between the investor's identity documents and the information contained in the investment registration application may result in requests for clarification or supplementary documentation before the licensing process can proceed.
The documentary evidence submitted by foreign individual investors therefore maintains a direct and substantial relationship with the issuance of the Investment Registration Certificate ("IRC"). Before approving an investment project, the competent authority must be satisfied that the investor has been properly identified and that all statutory documentary requirements have been fulfilled in accordance with Vietnamese law. Incomplete, inconsistent, expired, or improperly authenticated documents may prevent the licensing authority from verifying the investor's legal capacity, thereby delaying the investment approval process or requiring the investor to amend and supplement the application dossier. Accordingly, careful preparation of investor documentation should be regarded as a fundamental component of the investment registration process rather than a mere administrative formality.
II. Required documents for foreign individual investors
Foreign individual investors establishing a foreign-invested enterprise in Vietnam are required to prepare a comprehensive set of legal documents demonstrating their identity, financial capability, and eligibility to undertake investment activities in accordance with Vietnamese law. Although the exact documentary requirements may vary depending on the nature of the investment project, the proposed business sector, and the investment structure, several core documents are consistently required throughout the investment registration process. Among the most fundamental documents is the investor's passport, which serves as the primary evidence of the investor's legal identity and nationality.
The passport should remain valid throughout the investment registration process and, as a practical matter, should have a sufficient remaining validity period to avoid administrative complications during licensing procedures. In addition, the passport submitted to the licensing authority is generally required to be a properly certified copy prepared in accordance with the applicable notarization or certification requirements prescribed by Vietnamese law. In addition to identity documents, foreign individual investors must also provide documentary evidence demonstrating their financial capability to implement the proposed investment project.
The most common form of financial evidence is a bank account balance confirmation issued by a recognized financial institution, although bank statements and other lawful financial documents may also be accepted depending on the circumstances of the project. The objective of these documents is to enable the competent licensing authority to assess whether the investor possesses sufficient financial resources to contribute the proposed charter capital and implement the investment project according to the registered investment schedule. Depending on the scale and characteristics of the investment project, the licensing authority may request supplementary financial documents or additional explanations regarding the investor's financial resources, particularly where the proposed investment involves substantial capital commitments or complex financing arrangements.
Certain investment projects may also require the submission of additional project-specific documentation beyond the standard identity and financial records. For example, where required by the applicable investment legislation or requested by the licensing authority, the investor may need to prepare an investment proposal describing the objectives, scale, implementation schedule, investment capital, financing structure, land use requirements, labor demand, technological solutions, and anticipated socio-economic benefits of the proposed project.
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III. Authentication, consular legalization, and translation requirements
Foreign-issued documents submitted in support of an investment registration application must comply not only with the substantive documentary requirements prescribed by Vietnamese investment legislation but also with various procedural requirements relating to authentication and document recognition. Before such documents may be accepted by the competent licensing authority, investors are generally required to provide certified copies of the original documents in accordance with the applicable legal procedures. Certified copies serve to confirm that the copies faithfully reproduce the original documents and enable the licensing authority to rely upon their authenticity during the examination of the investment dossier.
For documents issued outside Vietnam, consular legalization is generally required before they can be used in Vietnamese administrative procedures. Consular legalization is the process through which the authenticity of the signature, seal, and official capacity of the foreign issuing authority is verified so that the document may be legally recognized in Vietnam. However, this requirement is not absolute.
Certain foreign-issued documents may be exempt from consular legalization where such exemption is provided under an applicable international treaty to which Vietnam is a party, or pursuant to the principle of reciprocity recognized between Vietnam and the issuing country. Consequently, foreign investors should carefully determine whether their country of origin benefits from any applicable exemption before commencing the legalization process, as this may significantly reduce both the time and costs associated with preparing the investment dossier.
Following authentication or consular legalization, foreign-language documents generally must be translated into Vietnamese before submission to the licensing authority. The Vietnamese translation should accurately reflect the contents of the original document and is typically required to be notarized or certified by a competent authority in accordance with Vietnamese law. Licensing authorities generally rely upon the Vietnamese translation when examining the investment application; therefore, any inaccuracies, omissions, or inconsistencies between the original document and its translation may result in requests for clarification or supplementary documentation.
In practice, a considerable number of licensing delays arise from documentary deficiencies rather than substantive legal issues. Frequently encountered problems include the submission of uncertified passport copies, failure to complete consular legalization where required, inaccurate or incomplete Vietnamese translations, inconsistencies between the translated documents and the originals, expired financial documents, and powers of attorney that do not clearly define the representative's authority. In addition, investors sometimes submit documents issued by foreign authorities without verifying whether the issuing entity is recognized by Vietnamese authorities for legalization purposes.
IV. Practical issues encountered during the licensing process
Although the statutory documentary requirements applicable to foreign individual investors are relatively well established under Vietnamese investment legislation, numerous practical issues frequently arise during the investment licensing process. One of the most common problems concerns the validity of the investor's passport. Since the passport serves as the primary document establishing the investor's legal identity and nationality, an expired passport—or one approaching its expiration date—may significantly delay the processing of the investment application.
Practical difficulties also frequently arise from deficiencies in document authentication and translation procedures. Foreign-issued documents that have not undergone the required consular legalization, or that are submitted without proper Vietnamese translations, are generally not accepted by the licensing authority unless a legal exemption applies. In some cases, investors rely on unofficial or inaccurate translations that fail to accurately reproduce the contents of the original documents.
Financial documentation represents another area in which licensing authorities frequently identify deficiencies. Documents demonstrating the investor's financial capability should correspond with the proposed investment structure, charter capital, and total project investment capital stated in the investment registration application. In practice, however, investors sometimes submit bank balance confirmations or financial statements that do not adequately support the declared investment capital or that contain information inconsistent with the proposed financing plan. Licensing authorities may also question financial documents issued too long before the submission date, as such documents may no longer accurately reflect the investor's current financial condition.
Where documentary deficiencies are identified, the competent licensing authority will ordinarily issue a formal request requiring the investor to supplement or amend the application dossier before an Investment Registration Certificate ("IRC") can be granted. While such requests are a routine part of the administrative review process, they often result in unnecessary delays when investors have not adequately prepared their documentation in advance. As a practical matter, foreign individual investors should carefully review all documents prior to submission, ensure that passports remain valid throughout the licensing process, verify the consistency of personal and financial information across the entire dossier, complete all required legalization and translation procedures, and obtain updated financial documents where appropriate.
If you are interested in the reporting procedures applicable to enterprises engaged in the business of cybersecurity products and services, please contact Dai Quang Minh Company via Hotline: 0932.191.299; Zalo: 0932.191.299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for free, comprehensive, prompt, and accurate assistance..
In addition, Dai Quang Minh Company provides a wide range of legal services, including sublicenses and specialized permits, enterprise registration, investment advisory services, foreign labor and work permit services, as well as ongoing legal consultancy for both domestic and foreign-invested enterprises.
Contact us:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat: (+84) 337926405 (ID: _pouniverse)/ (+84) 869672216 (ID: DQM_Verna)
- Telegram: (+84) 337926405/ (+84) 869672216
During the course of your business operations, if you have any questions or require further assistance, please do not hesitate to contact Dai Quang Minh Company. We are always ready to support and accompany you throughout the establishment, operation, and growth of your business.
We wish you sustainable growth, continued success, and remarkable achievements in your business endeavors.
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Dai Quang Minh Company. /.
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