FDI COMPANY ESTABLISHMENT SERVICES IN VIETNAM (2026): PROCEDURES FOR ESTABLISHING AN FDI COMPANY IN VIETNAM
Vietnam offers foreign investors two principal methods of market entry: (i) establishing a new foreign-invested enterprise (FIE) and (ii) investing in an existing Vietnamese company through capital contribution, share acquisition, or capital acquisition. Among these, establishing a new FDI company remains one of the most common options for investors seeking full control over their business operations in Vietnam. However, this process involves several legal procedures, including obtaining an Investment Registration Certificate (IRC), registering the enterprise, and fulfilling post-licensing obligations. This article outlines the key procedures for establishing an FDI company in Vietnam in accordance with the applicable laws and regulations.
Clients interested in support services for establishing a foreign-invested company in Vietnam (2026) may 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 complimentary consultation and comprehensive, efficient, and accurate legal services.
In addition, Dai Quang Minh Company 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. Choosing the Appropriate Method for Establishing an FDI Company in Vietnam
Foreign investors may choose one of the following two primary methods to enter the Vietnamese market:
- Establishing a new foreign-invested enterprise (FIE) in Vietnam (direct investment); or
- Contributing capital, purchasing shares, or acquiring capital contributions in an existing Vietnamese company (indirect investment).
The investment method selected will directly affect the timeframe, costs, legal procedures, and level of control that the foreign investor will have over the business in Vietnam. Therefore, investors should carefully assess their investment objectives and business strategy before deciding on the most suitable approach
II. Direct Foreign Investment (Establishment of a New FDI Company in Vietnam)
Step 1: Online Declaration of Investment Project Information:
The foreign investor submits the basic information of the investment project through the National Foreign Investment Information System before filing the physical application dossier.
Step 2: Submission of the Application for the Investment Registration Certificate (IRC):
After completing the online declaration, the investor submits the application dossier to the competent investment registration authority to obtain the Investment Registration Certificate (IRC).
Step 3: Submission of the Application for the Enterprise Registration Certificate (ERC):
Upon obtaining the IRC, the investor proceeds with the enterprise registration procedure to establish the legal entity in Vietnam and obtain the Enterprise Registration Certificate (ERC).
Step 4: Application for a Business License (Applicable to Retail Businesses):
If the enterprise intends to engage in retail activities or exercise distribution rights in Vietnam, it must apply for a Business License before commencing such business operations.
Step 5: Opening a Direct Investment Capital Account (DICA):
After the company is established, the foreign investor must open a Direct Investment Capital Account (DICA) with a licensed commercial bank in Vietnam to facilitate capital contribution and other investment-related transactions in accordance with Vietnam's foreign exchange regulations.
Step 6: Completion of Post-Incorporation Procedures:
Following the establishment of the company, the enterprise must complete various post-incorporation formalities, including:
- Engraving the company seal;
- Publishing the enterprise registration information;
- Completing the initial tax registration and tax declaration procedures;
- Obtaining a digital signature and registering for electronic invoices;
- Contributing the charter capital within the prescribed statutory time limit;
- Obtaining any required sector-specific licenses (if applicable); and
- Fulfilling other legal obligations in accordance with Vietnamese law.
Important Notes Regarding the Direct Investment Capital Account (DICA)
- The Direct Investment Capital Account (DICA) must be opened in either a foreign currency or Vietnamese Dong (VND), depending on the approved investment project.
- All capital contributions and profit remittances must be conducted through this account to ensure compliance with Vietnam's foreign exchange control regulations.
- Failure to contribute capital within the statutory deadline or through the prescribed account may result in administrative penalties.
Common Mistakes Made by Foreign Investors
- Foreign investors frequently encounter the following issues:
- Contributing capital through an incorrect bank account (i.e., not via the DICA);
- Failing to contribute the registered charter capital within the statutory 90-day period;
- Transferring funds with an incorrect or inconsistent payment description that does not reflect the registered investment purpose.
These mistakes may require amendments to the investment or enterprise registration dossiers and may also expose the investor to administrative sanctions under Vietnamese law.
Estimated Timeline
In practice, the entire process of establishing an FDI company in Vietnam generally takes approximately 25 to 35 working days, depending on the registered business lines, the complexity of the investment project, and the completeness of the investor's application dossier.
III. Why choose Dai Quang Minh Company
With years of practical experience in legal consulting, Dai Quang Minh Company 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 Company:
Human Resources: Gather a team of corporate legal experts and project legal experts with a long working history at domestic private economic groups; large foreign-invested enterprises operating in Vietnam.
Consulting Policy: Clients are gifted a completely free legal consulting package when using services at Dai Quang Minh Company.
Professionalism and Experience: Dai Quang Minh Company has a workforce with in-depth knowledge of business formation, ensuring a swift and accurate consulting process.
Time-Saving: Using Dai Quang Minh Company 's services helps you save precious time as we handle the entire process and related procedures.
Legal Insight: Dai Quang Minh Company 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 Company has built a reputation for providing affordable business setup consulting to many enterprises and individuals nationwide.
Confidentiality Assurance: Dai Quang Minh Company is committed to the absolute protection of your personal and business information.
Detailed Support: Dai Quang Minh Company 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 Company 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. Indirect Investment (Capital Contribution or Share Acquisition in a Vietnamese Company)
In addition to establishing a new foreign-invested company, many foreign investors in Vietnam choose to enter the market by contributing capital or acquiring shares in existing Vietnamese enterprises.
This is a faster way to access the market, helping investors shorten implementation time and immediately take advantage of the company’s existing business system.
Step 1: Register capital contribution and share purchase
Step 2: Change of business registration
Advantages of foreign investors contributing capital or purchasing shares in Vietnamese companies
This form of capital contribution or share acquisition in Vietnamese enterprises offers several significant benefits for foreign investors, especially during market entry:
- It significantly shortens implementation time, as investors do not need to go through the full process of establishing a new foreign-invested company.
- It simplifies legal procedures; in some cases, an Investment Registration Certificate (IRC) is not required.
- It allows investors to immediately utilize an existing operating system, including business licenses, workforce, and customer networks.
- This is a suitable solution for foreign investors who want to enter the Vietnamese market quickly while optimizing initial costs.
Actual timeline for establishing an FDI company under two forms
Although many law firms cite a licensing timeline of only 15–20 working days, in practice:
- Document revision and correction: 5 - 10 days;
- Obtaining approval for conditional business lines: 7 - 15 days;
- Total actual processing time: 25 - 45 days.
Proper and accurate preparation of documents from the beginning can significantly reduce processing time.
V. Which investment form should foreign investors choose?
The choice between establishing a new FDI company and contributing capital or acquiring shares in a Vietnamese company depends on business objectives, implementation timeline, and the level of control the investor wishes to have.
When foreign investors contribute capital or establish a business in Vietnam, the business lines must comply with:
- WTO commitments;
- Vietnamese legal regulations;
- Some sectors may be restricted or subject to specific conditions.
Below is a guide to help investors choose the appropriate option.
When to choose capital contribution or share acquisition (indirect investment)
This option is suitable when investors:
- Want to enter the market quickly (15–25 days);
- Want to take advantage of an existing company with available licenses and systems;
- Do not want to carry out the full Investment Registration Certificate (IRC) procedure;
- Want to test the market before expanding.
This is an optimal choice for investors who prioritize speed and flexibility.
When to establish a new FDI company (direct investment)
This option is suitable when investors:
- Want full control over business operations;
- Plan long-term and large-scale projects;
- Need to build their own brand in Vietnam;
- Do not want to depend on an existing company.
This is appropriate for strategic investors focused on sustainable development.
Important considerations before choosing
Investors should carefully evaluate:
- Whether the business line is restricted under WTO commitments;
- Permitted foreign ownership ratios;
- Licensing conditions for conditional business sectors;
- Legal risks when acquiring an operating company;
Possible consequences of choosing the wrong investment form
- Longer implementation time;
- Additional costs for adjustments;
- Even the need to redo the entire application process.
Prospective clients seeking assistance with procedures for establishing a foreign-invested company in Vietnam (2026) are kindly invited 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 complimentary consultation and comprehensive, efficient, and accurate legal services.
In addition, Dai Quang Minh Company 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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2.FDI COMPANY ESTABLISHMENT SERVICES IN VIETNAM (2026): ESSENTIAL REQUIREMENTS FOR FOREIGN INVESTORS
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