FDI COMPANY ESTABLISHMENT SERVICES IN VIETNAM (2026): ESSENTIAL REQUIREMENTS FOR FOREIGN INVESTORS

FDI COMPANY ESTABLISHMENT SERVICES IN VIETNAM (2026): ESSENTIAL REQUIREMENTS FOR FOREIGN INVESTORS

As Vietnam continues to attract significant foreign investment inflows, establishing a foreign-invested enterprise (FDI company) has become increasingly popular among international investors. However, in order to obtain the necessary licenses and operate legally, foreign investors must not only prepare adequate financial resources but also satisfy various legal requirements relating to business sectors, investment forms, ownership ratios, as well as documentation and procedural obligations.

So, what are the key conditions for establishing an FDI company in Vietnam in 2026? What requirements must investors fulfill to minimize risks and save time and costs during the investment process?

Clients interested in support services for establishing a foreign-invested company in Vietnam (2026) may contact Dai Quang Minh Law Firm 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 complimentary consultation and comprehensive, efficient, and accurate legal services.

In addition, Dai Quang Minh Law Firm provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.

Contact:

- 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. Summary of Requirements for Establishing an FDI Company in Vietnam

II. Investment Business Sector Requirements

The first and most important condition is determining whether the intended business sector is open to foreign investors.

Under the Law on Investment 2025, investment business sectors are generally divided into three categories:

Prohibited Business Sectors

Prohibited business sectors are those in which foreign investors are not permitted to engage in investment or business activities under any circumstances.

The list of prohibited business sectors is provided under Article 6 of the Law on Investment 2025 and further guided by Article 10 of Decree No. 96/2026/ND-CP, including:

Prostitution-related businesses;

- Trading in persons, human tissues, corpses, body parts, or human embryos;

- Business activities involving human cloning;

- Trading in firecrackers and explosive fireworks;

- Debt collection services; and others.

Conditional Business Sectors

Conditional business sectors are sectors in which investment and business activities may only be conducted upon satisfying specific requirements prescribed by law for reasons relating to national defense, national security, social order and safety, social morality, and public health.

The list of conditional business sectors is set out in Appendix IV of the Law on Investment 2025 and further detailed in Articles 11, 12, 13, and 14 of Decree No. 96/2026/ND-CP.

Business conditions may be imposed in various forms, including:

- Licenses;

- Certificates;

- Professional qualifications or practicing certificates;

- Written approvals or confirmations issued by competent authorities;

- Other forms prescribed by law.

Market Access Conditions for Foreign Investors

Market access conditions for foreign investors are classified into the following categories:

- Business sectors not open to foreign investors;

- Business sectors subject to market access conditions.

The applicable market access conditions are specified in the List of Sectors with Restricted Market Access for Foreign Investors under Appendix I of Decree No. 96/2026/ND-CP.

These market access conditions may include:

- Limitations on foreign ownership ratios in economic organizations;

- Required investment forms;

- Restrictions on the scope of investment activities;

- Requirements regarding the qualifications, capacity, or experience of investors;

In particular, foreign investors' market access rights are also subject to Vietnam's international commitments under the WTO and various Free Trade Agreements (FTAs), commonly referred to as “market access conditions”

Examples:

Logistics Services: This is a conditional business sector that may be subject to restrictions on foreign ownership ratios and the scope of services that foreign-invested enterprises are permitted to provide.

Education Services: Investors must satisfy specific requirements regarding minimum investment capital, facilities and infrastructure, and obtain the necessary operating licenses before commencing educational activities.

Trading and Retail Distribution: Foreign-invested enterprises engaged in retail distribution activities are generally required to obtain a Business License and, in certain cases, may also be subject to an Economic Needs Test (ENT) when establishing additional retail outlets.

III. Why choose Dai Quang Minh LawFirm

With years of practical experience in legal consulting, Dai Quang Minh Law Firm is a pioneer in corporate support services, specializing in fast and affordable company formation. Below are the reasons to choose business registration services at Dai Quang Minh Law Office:

Human Resources: Established in September 2009, with over 15 years of practical experience, Dai Quang Minh Law Firm brings together a team of lawyers and legal experts with long-standing expertise in private economic groups nationwide.

Consulting Policy: Clients are gifted a completely free legal consulting package when using services at Dai Quang Minh Law Firm.

Professionalism and Experience: Dai Quang Minh Law Firm has a workforce with in-depth knowledge of business formation, ensuring a swift and accurate consulting process.

Time-Saving: Using Dai Quang Minh Law Firm's services helps you save precious time as we handle the entire process and related procedures.

Legal Insight: Dai Quang Minh Law Firm ensures that all relevant legal regulations are strictly followed in accordance with the law.

Customization: Our consulting services are highly adaptable to your specific needs, allowing you to choose options suitable for your business.

Trusted Partner: Dai Quang Minh Law Firm has built a reputation for providing affordable business setup consulting to many enterprises and individuals nationwide.

Confidentiality Assurance: Dai Quang Minh Law Firm is committed to the absolute protection of your personal and business information.

Detailed Support: Dai Quang Minh Law Firm provides detailed advice and support regarding the process and requirements to help you better understand business formation.

Process Optimization: Our consulting helps optimize the business setup process, minimizing potential risks and difficulties.

Excellent Customer Experience: Dai Quang Minh Law Firm is dedicated to providing the best customer experience through professional advice and enthusiastic support.

Focus on Business Plans: By utilizing our registration services, you can focus on developing your business plans and core activities instead of worrying about legal procedures.

IV. Foreign Ownership Ratio Requirements

Pursuant to Clause 10, Article 17 of Decree No. 96/2026/ND-CP, restrictions on foreign ownership ratios under international investment treaties shall be applied as follows:

Where There Are Multiple Foreign Investors

Investors from different countries or territories subject to different treaties:

The aggregate foreign ownership ratio must not exceed the highest ownership limit prescribed under the applicable international treaties governing the relevant business sector.

Investors from the same country or territory:

The aggregate foreign ownership ratio must not exceed the ownership limit specifically applicable to investors from that country or territory.

Multi-Sector Business Operations

Where an economic organization engages in multiple business sectors subject to different foreign ownership restrictions, the maximum foreign ownership ratio shall be determined based on the sector with the lowest ownership cap (i.e., the most restrictive sector).

Priority of Sector-Specific Regulations (Securities Sector)

For public companies, securities companies, fund management companies, and investment funds, if securities laws provide specific regulations on foreign ownership limits, such regulations shall prevail.

Examples:

- For public companies, the foreign ownership limit is generally 50% pursuant to Clause 1, Article 139 of Decree No. 155/2020/ND-CP.

- For securities companies, securities investment companies, and securities investment funds, foreign investors may own up to 100% of the charter capital pursuant to Article 77 of the Law on Securities 2019.

Practical Examples

- Advertising Services: Foreign investors are often required to establish a joint venture with a Vietnamese partner.

- Certain Logistics Services: Foreign ownership ratios may be restricted depending on the specific service segment.

V. Investment Capital Requirements

Vietnamese law does not prescribe a fixed minimum investment capital requirement applicable to all FDI projects. Instead, the registered investment capital must be appropriate to the scale, objectives, and nature of the investment project.

Pursuant to Clause 1, Article 29 of Decree No. 96/2026/ND-CP, the registered investment capital of an investment project may consist of:

- Capital contributions by investors in the form of cash, machinery, equipment, intellectual property rights, technology, technical know-how, land-use rights, and other assets permitted by law and applicable international investment treaties;

- Capital mobilized from other sources for project implementation;

- Retained earnings used for reinvestment (if any).

The actual investment capital implemented for the project is determined based on the investor's contributed capital, mobilized capital, and retained earnings reinvested during the project implementation process.

Investors are responsible for determining and reporting the actual investment capital after the project has commenced operation.

Practical Examples

- F&B (Food and Beverage) Businesses: Investment capital typically ranges from USD 100,000 to USD 300,000 to ensure stable operations.

- Manufacturing Projects: Higher investment capital is generally required due to expenses relating to machinery, equipment, factories, and production facilities.

VI. Business Location Requirements

Foreign investors must demonstrate their lawful right to use the location where the investment project will be implemented.

After obtaining an Investment Registration Certificate (IRC), a foreign-invested enterprise may establish branches, representative offices, or business locations outside its head office without necessarily obtaining a new investment project approval.

However, foreign investors should note the following:

- The investor must provide evidence of lawful rights to use the project location;

- Business locations may only be established within the same province or centrally governed city where the head office or branch is located;

- A notification of establishment must be submitted to the Business Registration Office responsible for the business location;

- The company's head office must have a specific address in accordance with Vietnam's administrative divisions and may not be located in a residential apartment building.

Sector-Specific Requirements

- Manufacturing: Requires factories, workshops, or premises located in industrial zones or suitable production areas.

- Education: Must satisfy statutory requirements regarding facilities and educational infrastructure.

- F&B Businesses: Must comply with food safety and hygiene regulations.

VII. Investor Capacity Requirements

When applying for an Investment Registration Certificate, investors must submit documents demonstrating their financial capacity.

Such evidence may include at least one of the following:

- Audited financial statements for the most recent two years;

- Financial support commitment from the parent company;

- Financial support commitment from a financial institution;

- Financial guarantee regarding the investor's financial capability;

- Other documents evidencing the investor's financial capacity.

VIII. Other Legal Requirements

In addition to the conditions outlined above, foreign investors must comply with other legal requirements, including:

- Requirements relating to the company name, founders, business lines, and enterprise registration under the Law on Enterprises 2020 (as amended);

- Compliance with the laws of the investor's home jurisdiction and Vietnam's international commitments under the WTO, FTAs, and other treaties;

- Compliance with sector-specific laws and regulations;

- Obtaining any additional licenses, permits, or approvals required for conditional business sectors..

Prospective clients seeking assistance with procedures for establishing a foreign-invested company in Vietnam (2026) are kindly invited to contact Dai Quang Minh Law Firm 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 complimentary consultation and comprehensive, efficient, and accurate legal services.

In addition, Dai Quang Minh Law Firm provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.

Contact:

- 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

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