FOREIGN DIRECT INVESTMENT COMPANY (FDI COMPANY) ESTABLISHMENT SERVICES IN VIETNAM (2026): HOW TO HANDLE A REQUEST FOR AMENDMENTS OR SUPPLEMENTATION TO AN FDI COMPANY ESTABLISHMENT APPLICATION?
When establishing an FDI company in Vietnam, receiving a request from the competent authority to amend or supplement the application is not uncommon. The request does not necessarily mean that the investment project has been rejected. In many cases, the authority requires additional explanations or documents to clarify the investor's eligibility, financial capacity, business activities, project location, capital structure, or compliance with market access conditions.
This issue is particularly important because Vietnam's new Law on Investment No. 143/2025/QH15 has been effective since March 1, 2026, while the regulatory framework governing investment procedures continues to be updated.
So, what should foreign investors do when an FDI company establishment application is requested to be amended or supplemented? What are the common reasons for supplementation, how should the explanations and additional documents be prepared, and when should investors reconsider the original investment structure?
In this article, Dai Quang Minh Company explains the common situations in which an FDI application may be requested for amendment or supplementation and provides practical guidance on how investors can respond effectively, minimize processing delays, and improve the possibility of obtaining the Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC).
The key principle is that investors should not simply supplement documents mechanically. The requested amendments should first be reviewed to determine the underlying reason for the authority's concerns. Depending on the case, the investor may need to revise the investment project proposal, clarify financial capacity, adjust the proposed business activities, provide additional documents concerning the project location, or explain the project's compliance with applicable market access conditions.
Clients seeking assistance with the establishment of an FDI company in an industrial park 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
- Why Is an FDI Company Establishment Application Requested to Be Amended or Supplemented?
An FDI company establishment application may be requested to be supplemented due to formal errors, missing documents, or insufficient legal explanations. However, for foreign investors, the issue is often not simply that certain “documents are missing.” More commonly, the competent authority may not yet have sufficient grounds to assess whether the proposed investment project complies with regulations on investment, market access conditions, project location, capital, investor capacity, and post-establishment business conditions.
Under the 2025 Law on Investment, before establishing an FDI company, investors should, at a minimum, review the following matters:
- Whether the proposed business activity falls within the prohibited business sectors;
- Whether the proposed business activity is subject to conditional investment and business requirements;
- Whether foreign investors are permitted to access the relevant market;
- Whether the proposed investment structure is a new company establishment, joint venture, capital contribution, or share purchase;
- Whether the project is subject to an Investment Registration Certificate (IRC) requirement;
- Whether the competent authority handling the application is the Department of Finance or the relevant management board of the industrial park/economic zone;
- Whether the enterprise registration documents are consistent with the investment registration documents;
- Whether the company, after establishment, is required to open a DICA, contribute capital according to the registered schedule, and obtain additional licenses.
Therefore, when an application is requested to be supplemented, the investor should not address the issue by simply adding documents on an ad hoc basis. It is necessary to determine whether the request concerns a technical/formal error or indicates a potential problem with the underlying investment structure.
- Formal and Technical Errors
These are generally easier to resolve, for example:
- Missing Vietnamese translations;
- Documents that have not been properly notarized or certified;
- Foreign documents that have not been consularly legalized;
- Missing signatures or seals, or documents signed by an unauthorized person;
- Inconsistent information regarding passport details, investor name, address, or foreign enterprise registration number;
- Incorrect forms, incorrect receiving authority, incorrect project name, or incorrect information about the proposed company.
For this group of errors, the investor can generally supplement or amend the application once the authority's specific requirements have been properly identified.
- Substantive and Legal Errors
These issues are more complicated and may include:
- The proposed business lines do not comply with foreign market access conditions;
- The project objectives are too broad or do not clearly reflect the actual business activities;
- The investment capital is not appropriate for the scale of the project;
- The proposed project location lacks sufficient legal documentation;
- The documents demonstrating financial capacity are not sufficiently convincing;
- The DICA requirements and capital contribution schedule have not been properly clarified;
- Post-establishment sub-licenses have not been taken into consideration;
- The IRC, ERC, and actual operating model are inconsistent.
For these issues, simply providing additional documents may not be sufficient. The investor should review the entire investment plan before resubmitting the application.
- Errors Relating to Business Lines and Market Access Conditions
Errors relating to business lines and market access conditions are among the common reasons why an FDI company establishment application is requested to be supplemented.
2.1. Selecting Business Lines Based on Common Commercial Descriptions Without Analyzing the Actual Business Activities
Many investors describe their business activities using general commercial terms such as “online business,” “platform services,” “trade support services,” “product distribution,” “logistics services,” “consulting,” “training,” “equipment,” or “technology” without properly identifying the legal nature of the activities.
For example:
- Registering “software” while the actual business involves operating an e-commerce platform;
- Registering “management consulting” while the actual activities include brokerage, agency, or trade promotion;
- Registering “wholesale” while actually conducting direct retail sales to consumers;
- Registering “equipment” while the products fall within the category of medical devices;
- Registering “training” while actually operating a regulated educational center;
- Registering “logistics” while the actual activities involve transportation, warehousing, delivery, fulfillment, or customs agency services.
In these cases, the application may be requested to provide further explanations regarding the business lines, scope of activities, business codes, market access conditions, and specialized licensing requirements.
2.2. Failure to Check Article 6 of the 2025 Law on Investment on Prohibited Business Sectors
Article 6 of the 2025 Law on Investment provides for business sectors in which investment and business activities are prohibited. When preparing an FDI application, investors should immediately exclude prohibited activities or activities that may potentially fall within prohibited business sectors.
If the proposed business activities are described too broadly, the competent authority may request clarification to ensure that the investment project does not include prohibited activities or activities that the investor is not yet legally qualified to conduct.
2.3. Failure to Check Article 7 of the 2025 Law on Investment on Conditional Investment and Business Sectors
Article 7 of the 2025 Law on Investment provides for conditional investment and business sectors. Under Article 7, conducting investment and business activities in certain sectors requires compliance with specific conditions for reasons relating to national defense and security, social order and safety, social morality, and public health.
This has significant practical implications. A company may be legally established but still may not be permitted to conduct certain business activities if those activities require a license, professional certificate, approval, specific location conditions, personnel requirements, product requirements, or other specialized conditions.
Business sectors that commonly require further clarification include:
- Trading, retail, and distribution;
- E-commerce;
- Medical devices;
- Education and training;
- Healthcare and clinics;
- F&B, restaurants, and cafés;
- Logistics, transportation, and warehousing;
- Manufacturing;
- Advertising;
- Businesses involving data, digital platforms, or online users.
2.4. Failure to Check Article 8 of the 2025 Law on Investment on Market Access Conditions for Foreign Investors
Article 8 of the 2025 Law on Investment is particularly important for FDI applications. Under Clause 1 of Article 8, foreign investors are generally subject to the same market access conditions as domestic investors, except where the relevant business sector falls within the list of sectors subject to restricted market access for foreign investors.
Clause 2 of Article 8 provides that the List of Business Sectors with Restricted Market Access includes sectors that are not yet open to foreign investors and sectors subject to conditional market access.
Under Clause 3 of Article 8, market access conditions may include:
- Foreign ownership ratio in the charter capital;
- Form of investment;
- Scope of investment activities;
- Investor capacity;
- Partners participating in the investment activity;
- Other conditions prescribed by Vietnamese law and international treaties to which Vietnam is a member.
If the application does not clearly explain whether the proposed business activities fall within sectors subject to restricted market access, the competent authority may request additional explanations. This issue cannot necessarily be resolved simply by changing the business code; the entire business model may need to be reassessed.
2.5. How to Handle Errors Relating to Business Lines and Market Access Conditions
When an application is requested to be supplemented due to issues concerning business lines or market access conditions, investors should proceed in the following order:
- Identify the actual business activities to be conducted;
- Compare the proposed business lines with Articles 6, 7, and 8 of the 2025 Law on Investment;
- Check applicable international commitments and specialized regulations, where relevant;
- Determine whether the foreign investor is permitted to hold 100% of the capital;
- Determine whether a Vietnamese partner is required;
- Determine whether the scope of activities must be restricted;
- Revise the project objectives, business lines, and scope of activities where necessary;
- Identify and plan for any sub-licenses required after establishment.
If the problem concerns the substance of the business activities, the investor should revise the investment structure before resubmitting the application rather than attempting to justify an investment model that may not be legally feasible.
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.
- Errors Relating to Foreign Investor Documents
An FDI company establishment application may also be requested to be supplemented because the foreign investor's documents are incomplete, invalid, or insufficient to establish the signatory's authority.
4.1. Foreign Individual Investors
For individual foreign investors, common issues include:
- An expired or soon-to-expire passport;
- An unclear or incomplete passport copy;
- Inconsistent information regarding name, date of birth, nationality, or passport number across documents;
- Missing bank balance confirmation or other documents demonstrating financial capacity;
- A financial confirmation that does not clearly identify the account holder, balance, currency, or issuance date;
- Foreign-language documents that have not been properly translated into Vietnamese and notarized/certified.
4.2. Foreign Corporate Investors
For foreign corporate investors, the documentation is generally more complicated. Common issues include:
- The certificate of incorporation/business registration has not been consularly legalized;
- The parent company's documents have not been translated into Vietnamese;
- Missing charter or equivalent documents required to establish signing authority;
- Missing overseas investment approval or resolution of the owner/board of directors, where applicable;
- The person signing the application is not the legal representative;
- Missing power of attorney;
- Financial statements that do not sufficiently demonstrate the investor's financial capacity;
Inconsistent company name, address, or registration number across documents.
4.3. Errors Relating to Consular Legalization and Translation
Documents issued by foreign authorities or organizations generally need to be consularly legalized, unless an exemption applies under an international treaty or the principle of reciprocity. Such documents must then be translated into Vietnamese and the translations must be properly notarized or certified in accordance with applicable regulations.
Failure to complete these steps may result in the application being requested to be supplemented even though the substantive information contained in the documents is correct.
4.4. Errors Relating to Signing Authority
A common issue is that the application is signed by a person who does not have sufficient authority, or whose authority has not been adequately demonstrated.
For example:
- The document is signed by a director, but the foreign parent company's documents do not demonstrate the director's representative authority;
- The signatory acts under a power of attorney, but the power of attorney is invalid;
- The investment decision was not issued by the competent internal body of the foreign investor;
- The signature on the application does not match the signature on the power of attorney;
- Foreign documents do not clearly identify the legal representative.
4.5. How to Handle Errors Relating to Investor Documents
When requested to supplement investor documents, the investor should review:
- Whether the investor is an individual or a corporate entity;
- Whether the legal documents remain valid;
- Whether consular legalization is required;
- Whether the Vietnamese translations are valid;
- Whether the signatory has proper authority;
- Whether a resolution or investment decision is required;
- Whether the financial capacity documents are sufficiently convincing;
- Whether the investor's information is consistent throughout the entire application.
For foreign corporate investors, it is advisable to standardize the entire set of investor documents before resubmission to avoid repeated requests for supplementation.
- Errors Relating to Investment Capital, Financial Capacity, and Project Feasibility
Investment capital is another matter that the competent authority may request to be clarified in an FDI application. Not every business sector has a statutory minimum capital requirement, but the registered capital should be reasonable in relation to the project's scale, business activities, location, and implementation plan.
5.1. Investment Capital Is Too Low Compared with the Proposed Business Model
Some investors prefer to register a low amount of capital to reduce their initial capital contribution obligations. However, if the registered capital is disproportionately low compared with the proposed business model, the authority may request an explanation.
For example:
- A restaurant project with insufficient capital to lease the premises, purchase equipment, renovate the premises, and cover initial operating expenses;
- A medical device business with insufficient capital to import goods, rent warehouses, provide warranty services, and maintain inventory;
- A manufacturing project with insufficient capital to lease a factory, purchase machinery and raw materials, and pay employees;
- A logistics project with insufficient capital to lease warehouses, arrange transportation, and establish operating systems;
- An education project with insufficient capital to lease facilities, prepare classrooms, recruit teachers, and implement the educational program.
- A low level of capital does not automatically mean that the application will be rejected, but the investor should have a reasonable basis for explaining the proposed capital amount.
5.2. Investment Capital Is Too High Compared with the Investor's Financial Capacity
Conversely, some applications register a high level of investment capital while the supporting financial documents do not demonstrate a corresponding financial capacity.
In such cases, the competent authority may request additional bank balance confirmations, financial statements, financial support commitments, or other documents demonstrating the source and availability of funds.
5.3. Failure to Clearly Distinguish Charter Capital and Investment Capital
In an FDI application, investors should distinguish between the company's charter capital and the project's total investment capital. Depending on the investment structure, total investment capital may consist of contributed capital and mobilized capital.
If these figures are unclear or inconsistent among the application, investment project proposal, company charter, ERC, and capital contribution schedule, the competent authority may request amendments or supplementation.
5.4. An Unreasonable Capital Contribution Schedule
The application may be requested to clarify the capital contribution schedule if it is inconsistent with the project's implementation plan.
For example, the project is expected to commence operations shortly after establishment, but the proposed capital contribution schedule is too long, or the project requires machinery and equipment but the investment plan does not demonstrate that sufficient capital will be available at the appropriate time.
5.5. How to Handle Capital and Financial Capacity Issues
Investors should review:
- Whether the business sector has statutory capital requirements or specialized minimum capital requirements;
- Whether the registered capital is reasonable in relation to the premises, personnel, goods, equipment, machinery, and operating expenses;
- Whether the financial capacity documents are sufficiently convincing;
- Whether the capital contribution schedule is consistent with the project implementation schedule;
- Whether investment capital, charter capital, DICA transactions, and future capital contribution documents are consistent.
If the registered capital is unrealistically low, the investor should consider increasing it to a reasonable level before resubmitting the application. If the proposed capital is high but the supporting financial documents are insufficient, appropriate financial documents should be supplemented.
- Errors Relating to the Project Location
The project location is one of the factors that may cause an FDI company establishment application to be requested for supplementation or result in a longer processing time.
6.1. The Location Is Incompatible with the Proposed Investment Project
Not every location is suitable for every business activity. An office may be suitable for consulting, software, or general office services, but may not be suitable for an educational center, clinic, warehouse, retail outlet, restaurant, or manufacturing facility.
Common issues include:
- The proposed location is an apartment that is not permitted to be used as a business premises;
- The lease agreement does not clearly specify the permitted purpose of use;
- The lessor does not have lawful rights to lease the premises;
- Documents proving the legal status of the premises are missing;
- The location is inconsistent with applicable planning or permitted use;
- The factory lacks required environmental or PCCC documentation;
- The warehouse is unsuitable for the proposed goods;
- The retail premises do not provide a sufficient legal basis for obtaining the relevant license after establishment.
6.2. Locations Inside and Outside Industrial Parks
Under Article 27 of the 2025 Law on Investment, the authority responsible for issuing, amending, or revoking an Investment Registration Certificate depends, among other factors, on the location of the investment project.
Projects located in industrial parks, export processing zones, hi-tech parks, concentrated digital technology zones, or economic zones fall under the authority of the relevant management board, while projects located outside these zones generally fall under the authority of the Department of Finance, subject to certain special cases.
Therefore, if the application identifies the wrong project location or the wrong competent authority, the investor may be requested to amend the application, transfer the application to another authority, or provide additional supporting documents.
3.3. Project Location and Post-Establishment Licenses
The project location does not only affect the issuance of the IRC and ERC; it may also affect the sub-licenses required after establishment.
For example:
- F&B: food safety, PCCC, and kitchen-use requirements may need to be reviewed;
- Education: classroom space, facilities, and other educational conditions may apply;
- Clinics: healthcare facilities and professional operating requirements must be satisfied;
- Logistics: warehouses, PCCC, transportation, and related conditions may apply;
- Manufacturing: factory premises, environmental requirements, PCCC, and production capacity may need to be assessed;
- Medical devices: warehouse conditions, distribution requirements, product labeling, and product documentation may need to be reviewed.
If the location does not satisfy the conditions for the relevant sub-license, the company may still be legally established but may not yet be able to commence the intended business activities.
6.4. How to Handle Location-Related Errors
When an application is requested to be supplemented in relation to the project location, investors should prepare:
- The premises lease agreement;
- Documents proving the lessor's lawful right to lease the premises;
- Legal documents relating to the building, office, warehouse, or factory, where necessary;
- An explanation demonstrating the suitability of the location for the proposed project objectives;
- Environmental and PCCC documents, where applicable;
- An alternative location plan if the existing location is legally unsuitable.
If the investor has already leased an unsuitable location, the best solution may sometimes not be to provide additional explanations, but rather to change the project location before resubmitting the application.
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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