FOREIGN DIRECT INVESTMENT COMPANY (FDI COMPANY) ESTABLISHMENT SERVICES IN VIETNAM (2026): WHAT DO FOREIGN INVESTORS NEED TO ESTABLISH A COMPANY IN VIETNAM?
Foreign investors establishing a company in Vietnam should first assess the applicable market access conditions, eligible business lines, foreign ownership limits, the appropriate investment model (100% foreign-owned enterprise or joint venture), legal documentation, financial capacity, and the project location. The typical process includes: reviewing market access conditions, preparing the investor's legal documents, obtaining the Investment Registration Certificate (IRC), obtaining the Enterprise Registration Certificate (ERC), opening a Direct Investment Capital Account (DICA), contributing charter capital within the statutory deadline, completing the initial tax registration, and obtaining any required sub-licenses for conditional business sectors.
Foreign investors should not begin the incorporation process by immediately submitting an application for enterprise registration. Instead, they should first determine whether their intended business activities are open to foreign investment, review the applicable market access conditions, identify the permitted business sectors, verify foreign ownership restrictions, decide whether to establish a wholly foreign-owned enterprise or a joint venture, prepare the necessary legal documents, demonstrate sufficient financial capacity, and secure an appropriate project location.
The standard procedure generally includes reviewing market access conditions, comparing the relevant VSIC and CPC codes for service-sector FDI projects, preparing the investor's documentation, obtaining the Investment Registration Certificate (IRC), obtaining the Enterprise Registration Certificate (ERC), opening a Direct Investment Capital Account (DICA), making the capital contribution within the prescribed timeframe, completing the initial tax registration, and obtaining any sector-specific licenses where required.
One of the most important considerations is selecting the appropriate investment structure from the outset. Foreign investors must determine whether to establish a 100% foreign-owned company in Vietnam, form a joint venture company, or acquire capital contributions or shares in an existing Vietnamese enterprise. Choosing an inappropriate investment model may result in requests for additional explanations from the licensing authorities, restrictions on the company's permitted business activities, or the need to restructure the investment after the application has been submitted.
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. Can Foreign Investors Establish a Company in Vietnam?
Yes. Foreign investors are permitted to establish a company in Vietnam, provided they satisfy the applicable requirements regarding business sectors, foreign ownership limits, investment structure, financial capacity, project location, and other relevant sector-specific regulations. However, foreign investors should not assume that the incorporation process is identical to that applicable to domestic enterprises.
Before registering a company in Vietnam, foreign investors should carefully review at least the following matters:
- Whether the intended business line is open to foreign investment;
- Whether 100% foreign ownership is permitted;
- Whether any foreign ownership restrictions apply;
- Whether a joint venture with a Vietnamese partner is mandatory;
- Whether an Investment Registration Certificate (IRC) must be obtained before applying for an Enterprise Registration Certificate (ERC);
- Whether any post-incorporation sub-licenses are required for the intended business activities; and
- Whether the proposed investment capital, project location, and financial capacity are appropriate for the intended business model.
The typical process for establishing a foreign-invested company in Vietnam is as follows:
Market Access Review → Investment Registration Certificate (IRC) → Enterprise Registration Certificate (ERC) → Direct Investment Capital Account (DICA) → Capital Contribution → Initial Tax Registration → Sub-Licenses (if required) → Business Operations
Among these steps, the market access review is the most critical. Before submitting any application, foreign investors should determine whether their proposed investment complies with Vietnam's market access conditions for foreign investors. Skipping this step may result in selecting an inappropriate business line, exceeding foreign ownership limits, choosing an unsuitable investment structure (such as a wholly foreign-owned enterprise instead of a joint venture, or vice versa), and may lead to requests for additional explanations, restrictions on the company's permitted business activities, the need to restructure the investment, or even refusal of the application.
In addition, foreign investors should identify the business sectors that are open to foreign investment in Vietnam, compare the applicable VSIC and CPC codes for service-sector FDI projects, prepare the application for the Investment Registration Certificate (IRC), complete the enterprise registration procedures to obtain the Enterprise Registration Certificate (ERC), and open a Direct Investment Capital Account (DICA) where required by Vietnamese law.
II. Who Is Considered a Foreign Investor?
A foreign investor is an individual or organization that carries out investment and business activities in Vietnam. When establishing a company in Vietnam, the investor may be a foreign individual, a foreign company, a multinational corporation, or any organization legally established under the laws of a foreign jurisdiction.
Determining whether the investor is an individual or an organization is essential, as each category is subject to different documentary requirements regarding legal documentation, proof of financial capacity, signing authority, consular legalization, capital contribution, the opening of a Direct Investment Capital Account (DICA), and the management of the investment capital in Vietnam.
1. Foreign Individual Investors
A foreign individual investor is a person holding foreign nationality who directly invests in and establishes a company in Vietnam. This investment structure is commonly chosen by investors who wish to contribute capital in their own name, maintain full control over the company, or establish a business entity to implement an investment project in Vietnam.
The required documents generally include:
- A valid passport;
- Documents evidencing the investor's financial capacity;
- The investor's contact information;
- Documents relating to the proposed investment project in Vietnam; and
- A power of attorney if the investor authorizes a consulting firm or another representative to submit the application on their behalf.
Foreign individual investors should pay particular attention to the source of investment capital, the statutory deadline for capital contribution, the designated bank account for capital remittance, the obligation to open a Direct Investment Capital Account (DICA) where required, and the relevant residence or work authorization if they intend to directly manage the company in Vietnam.
If a foreign individual intends to own 100% of the company's charter capital, it is also necessary to verify whether the intended business sector permits the establishment of a wholly foreign-owned company in Vietnam.
2. Foreign Organizational Investors
A foreign organizational investor is typically a foreign parent company, corporation, enterprise, or another organization established under foreign law. This is the most common structure where a foreign company intends to establish a subsidiary, an FDI company, or another foreign-invested enterprise in Vietnam.
The required documents generally include:
- A Certificate of Incorporation, Business Registration Certificate, or an equivalent legal document;
- The company's charter or equivalent constitutional documents, where applicable;
- Audited financial statements or other documents demonstrating financial capacity;
- A corporate resolution approving the investment in Vietnam;
- A document appointing the representative of the capital contribution;
- A power of attorney authorizing the person handling the incorporation procedures;
- The passport of the appointed representative; and
Consularly legalized, translated, and notarized or certified documents where the documents are issued overseas.
For foreign organizational investors, ensuring proper consular legalization and consistency across all legal documents is particularly important. If there are inconsistencies regarding the company name, registered address, legal representative, signing authority, financial statements, or authorization documents, the application for the Investment Registration Certificate (IRC) may be subject to requests for clarification or additional documentation.
Before submitting the application, foreign organizational investors should review Vietnam's market access conditions for foreign investors, determine whether their intended business activities are open to foreign investment, and prepare the application dossier in accordance with the legal requirements for establishing a foreign-invested company in Vietnam.
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. What Types of Companies Can Foreign Investors Establish in Vietnam?
Foreign investors may establish various types of business entities in Vietnam, depending on the number of investors, foreign ownership ratio, corporate governance structure, intended business activities, and the applicable market access conditions. The most common business structures include a single-member limited liability company, a multi-member limited liability company, a joint stock company, a wholly foreign-owned company, and a joint venture company.
|
Business Structure |
Suitable Circumstances |
Key Considerations for Foreign Investors |
|
Single-Member Limited Liability Company (Single-Member LLC) |
Where a single foreign investor owns 100% of the charter capital |
Suitable for a wholly foreign-owned company established by either a foreign individual or a foreign organization as the sole owner. |
|
Multi-Member Limited Liability Company (Multi-Member LLC) |
Where there are two or more capital-contributing investors |
Suitable for projects involving multiple foreign investors or a joint venture between foreign and Vietnamese investors. |
|
Joint Stock Company (JSC) |
Where there are three or more shareholders |
Appropriate for businesses intending to raise capital, transfer shares, attract additional investors, or expand their ownership structure. |
|
Joint Venture Company |
Where both foreign and Vietnamese investors participate |
Suitable where the relevant business sector requires a joint venture, imposes foreign ownership limitations, or where cooperation with a Vietnamese partner is necessary to implement the investment project. |
|
Wholly Foreign-Owned Company |
Where foreign investors own 100% of the charter capital |
Available only if the intended business sector permits full foreign ownership and does not require a joint venture with a Vietnamese investor. |
Choosing the appropriate business structure should not be based solely on the investor's preferred governance model or desired ownership percentage. Before deciding on a particular structure, foreign investors should carefully assess Vietnam's market access conditions for foreign investors, applicable foreign ownership limits, intended business activities, investment structure, permitted scope of operations, and any post-incorporation licensing requirements.
For example, where the intended business sector permits full foreign ownership, investors may choose to establish a wholly foreign-owned company in Vietnam. Conversely, if the relevant business sector imposes foreign ownership restrictions or requires the participation of a Vietnamese partner, a joint venture company may be the more appropriate structure. For further information, see: What Is the Difference Between a Wholly Foreign-Owned Company and a Joint Venture Company in Vietnam?
The documentation and regulatory requirements relating to the Investment Registration Certificate (IRC), Enterprise Registration Certificate (ERC), Direct Investment Capital Account (DICA), capital contribution procedures, and post-incorporation licenses may vary depending on the chosen business structure. Accordingly, foreign investors are advised to determine the appropriate business structure in conjunction with their intended business lines, investment capital, project location, and overall investment strategy, rather than selecting a business structure first and assessing the applicable legal requirements afterward.
V. Conditions for Foreign Investors to Establish a Company in Vietnam
To establish a company in Vietnam, foreign investors must satisfy a number of legal requirements relating to the proposed business activities, foreign ownership limits, financial capacity, project location, legal documentation, and any sector-specific licensing requirements. Assessing these conditions is a critical step before submitting applications for the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC).
1. Business Line Requirements
The proposed business activities should be assessed based on the actual scope of the investment project rather than relying solely on broad commercial descriptions such as consulting, trading, logistics, marketing, platform services, or e-commerce.
Foreign investors should determine:
- Whether the intended business activities are open to foreign investment;
- Whether the business sector is included in Vietnam's market access restrictions for foreign investors;
- Whether the applicable VSIC and CPC codes need to be identified;
- Whether any commitments under the WTO or relevant Free Trade Agreements (FTAs) apply;
- Whether the intended activities are subject to any operational restrictions; and
- Whether any post-incorporation sub-licenses are required.
For example, although businesses may generally be described as trading, activities such as export, import, wholesale, retail, and product distribution may each be subject to different legal requirements. Likewise, the term design services may cover graphic design, interior design, architectural design, or construction design, each of which may fall under different business classifications and regulatory frameworks.
2. Foreign Ownership Requirements
Not every business sector permits foreign investors to own 100% of a Vietnamese company. Depending on the applicable regulations, a business sector may:
- Permit 100% foreign ownership;
- Impose foreign ownership limits;
- Require a joint venture with a Vietnamese partner;
- Restrict the scope of permitted business activities; or
- Remain closed to foreign investment.
Accordingly, before deciding whether to establish a wholly foreign-owned company or a joint venture, foreign investors should carefully review Vietnam's market access conditions applicable to foreign investors.
3. Financial Capacity Requirements
Foreign investors must demonstrate sufficient financial capacity to implement the proposed investment project in Vietnam. The supporting financial documents should be consistent with the total investment capital, project scale, business activities, project location, and proposed capital contribution schedule.
- Documents commonly required include:
- A bank balance confirmation or bank statement;
- Audited financial statements;
- A financial support commitment from the parent company, where applicable;
- Documents evidencing the lawful source of investment funds; and
- Documents demonstrating financing capability or funding arrangements, if applicable.
Where the proposed investment capital is disproportionately high and the investor cannot adequately demonstrate financial capacity, the licensing authority may request additional explanations. Conversely, if the proposed capital is unreasonably low in light of the intended business activities, project location, and project scale, the authority may also require clarification regarding the project's feasibility.
4. Project Location Requirements
The project location must be appropriate for the proposed investment objectives and business activities. Although often overlooked, the project location can directly affect both the issuance of the Investment Registration Certificate (IRC) and the company's ability to operate legally after incorporation.
For example:
- Manufacturing projects should comply with requirements relating to factory premises, environmental protection, fire prevention and fighting, and construction regulations;
- Restaurants should satisfy requirements concerning business premises, food safety, and fire prevention and fighting;
- Logistics businesses should ensure compliance with warehouse, transportation, and operational location requirements;
- Educational institutions should meet standards relating to classrooms, minimum floor area, and educational facilities; and
- Retail businesses should verify the suitability of their business premises and determine whether a retail business license or other operating permits are required.
5. Legal Documentation Requirements
Foreign investors must provide complete and legally valid documentation. Where documents are issued overseas, investors should determine whether they must undergo consular legalization, translation into Vietnamese, and notarization or certification in accordance with Vietnamese law.
The following information should be consistent across all submitted documents:
- Investor's name;
- Nationality or country of incorporation;
- Registered address;
- Identification or registration number;
- Legal representative;
- Signing authority;
- Capital contribution ratio; and
- Financial information.
Any inconsistencies between the legal documents, financial records, powers of attorney, and investment application dossier may result in requests for additional documentation or explanations before the application can proceed.
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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