ESTABLISHMENT OF FOREIGN-INVESTED ENTERPRISES IN VIETNAM (FDI ESTABLISHMENT) 2026: LEGAL REQUIREMENTS FOR THE PROJECT LOCATION AND HEAD OFFICE OF FOREIGN-INVESTED ENTERPRISES IN VIETNAM
Selecting an appropriate project location and head office is one of the most fundamental legal considerations for foreign investors establishing a business in Vietnam. Unlike many investors initially assume, the location of a foreign-invested enterprise ("FIE") is not merely an administrative matter but a statutory requirement that directly affects investment licensing, enterprise registration, land use compliance, tax administration, and the lawful implementation of the investment project.
Vietnamese investment legislation requires foreign investors to demonstrate that the proposed project location is legally available and suitable for the intended business activities before the competent authorities issue the Investment Registration Certificate ("IRC") and Enterprise Registration Certificate ("ERC"). Consequently, investors must carefully evaluate the legal status of the premises, zoning regulations, lease arrangements, and sector-specific requirements before commencing the incorporation process.
Failure to satisfy the legal requirements relating to the project location or the enterprise's registered head office may delay licensing procedures, result in requests for additional documentation, or even lead to the refusal of the investment registration application. Accordingly, understanding the legal framework governing project locations and head offices is an essential component of successful investment planning in Vietnam.
To assist foreign investors in understanding these legal requirements, Dai Quang Minh Company would like to provide an overview of the principal regulations governing project locations, head office requirements, supporting documentation, and practical legal considerations applicable to foreign-invested enterprises in Vietnam.
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)
- Telegram: (+84) 337926405/ (+84) 869672216
I. Legal framework governing the project location and head office
The legal requirements relating to the project location and the registered head office of foreign-invested enterprises are primarily governed by the Law on Investment, the Law on Enterprises, the Law on Land, the Law on Housing, together with their implementing regulations and other sector-specific legislation. These legal instruments collectively regulate where an investment project may be implemented, the conditions applicable to leased premises, and the documentary evidence required during the investment licensing process.
Under Vietnamese law, every investment project must identify a specific implementation location, while every enterprise must maintain a registered head office located within the territory of Vietnam. Although these two concepts are often situated at the same address, they serve different legal purposes. The project location relates to where the investment activities are actually carried out, whereas the registered head office functions as the enterprise's official legal address for administrative, tax, licensing, and judicial purposes.
The competent licensing authorities carefully examine the legality of both the project location and the proposed head office when reviewing an application for an Investment Registration Certificate and an Enterprise Registration Certificate. Investors are therefore expected to demonstrate that the proposed premises are lawfully available for commercial use and are suitable for the intended investment activities.
Accordingly, the selection of business premises should be considered an integral part of the overall investment planning process rather than a matter to be addressed after incorporation.
II. Legal requirements for the project location
One of the most important conditions for obtaining investment approval is the existence of a lawful project location. Foreign investors must clearly identify where the investment project will be implemented and provide supporting documentation demonstrating their legal right to use the proposed premises.
The suitability of the project location depends largely upon the nature of the proposed investment activities. Manufacturing projects generally require land located within industrial parks, export processing zones, or other approved industrial areas. By contrast, projects involving consulting services, software development, trading, or other office-based activities may generally be implemented from commercial office buildings, mixed-use commercial premises, or other legally permitted business locations.
The competent licensing authority may also consider planning regulations, land use purposes, construction approvals, environmental requirements, and industry-specific licensing conditions when evaluating whether the proposed location satisfies the applicable legal requirements. Accordingly, selecting an appropriate location involves considerably more than simply finding available office space.
Foreign investors should therefore verify the legal status of the premises before signing lease agreements or submitting investment registration documents in order to minimize licensing risks and unnecessary project delays.
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III. Requirements for the registered head office
Every foreign-invested enterprise established in Vietnam must maintain a registered head office with a complete and identifiable address. The registered office serves as the enterprise's official legal domicile and is used for tax administration, correspondence with governmental authorities, service of legal documents, licensing procedures, and corporate governance matters.
The registered head office must be capable of receiving official communications from state authorities and should remain operational throughout the enterprise's existence. Any subsequent change of address generally requires notification or amendment procedures with the competent licensing authorities in accordance with Vietnamese law.
In practice, investors should ensure that the proposed premises are legally permitted to be used as business offices. Certain residential apartments constructed exclusively for residential purposes may not legally serve as enterprise headquarters, whereas commercial office buildings, mixed-use developments, serviced offices, and other legally authorized commercial premises may generally satisfy the statutory requirements, depending upon the applicable planning regulations.
Selecting an appropriate head office therefore requires careful consideration of both enterprise legislation and land use regulations to ensure ongoing legal compliance after incorporation.
IV. Supporting documents and practical considerations
When applying for an Investment Registration Certificate and Enterprise Registration Certificate, foreign investors are generally expected to provide documentary evidence demonstrating the legality of the proposed business premises. Depending on the specific circumstances of the project, such documentation may include lease agreements, documents evidencing the lessor's ownership or lawful right to lease the premises, land use certificates, building ownership certificates, or other supporting documents requested by the licensing authority.
Where the premises are leased from a commercial property owner or developer, investors should also verify that the lessor possesses the legal authority to lease the property for commercial purposes. Failure to confirm the lessor's legal status may create licensing difficulties or contractual disputes after the investment project has commenced.
From a practical perspective, investors should also consider accessibility, transportation infrastructure, taxation issues, employee convenience, future expansion capacity, and industry-specific operational requirements when selecting business premises. Although these factors may not always constitute statutory legal requirements, they frequently influence the long-term success and efficiency of the investment project.
Obtaining legal advice before executing lease agreements and submitting investment registration documents can significantly reduce regulatory risks while ensuring that the selected premises satisfy all applicable legal requirements.
V. Practical recommendations for foreign investors
Foreign investors should begin evaluating potential project locations well before initiating the investment licensing process. Early planning allows investors to conduct legal due diligence, negotiate lease terms, verify planning compliance, and obtain the supporting documents required by the licensing authorities without delaying project implementation.
Investors should avoid assuming that every available commercial property automatically satisfies the legal requirements applicable to foreign-invested enterprises. The legality of the premises depends upon numerous factors, including land use purposes, construction approvals, zoning regulations, licensing conditions, and the nature of the proposed investment project.
Where manufacturing, logistics, or other specialized industries are involved, investors should carefully assess whether the project must be located within industrial parks, export processing zones, high-tech parks, or other specially regulated investment areas. Conversely, office-based service enterprises should verify that their proposed commercial premises are legally permitted for business registration purposes.
Finally, obtaining professional legal advice before selecting the project location and registered head office can substantially reduce licensing risks, improve regulatory compliance, and establish a strong legal foundation for the successful implementation and long-term development of the foreign-invested enterprise in Vietnam.
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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.
Sincerely,
Dai Quang Minh Company. /.
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