FOREIGN DIRECT INVESTMENT COMPANY (FDI COMPANY) ESTABLISHMENT SERVICES IN VIETNAM (2026): WHAT SHOULD FOREIGN INVESTORS DO TO ESTABLISH AN FDI COMPANY IN HO CHI MINH CITY?
Ho Chi Minh City is Vietnam's leading destination for foreign direct investment (FDI), attracting a significant number of foreign investors across sectors such as trading, food and beverage (F&B), logistics, technology, medical devices, management consulting, education, e-commerce, and business support services. As a result, the demand for establishing foreign-invested companies in Ho Chi Minh City continues to grow each year.
However, establishing an FDI company in Ho Chi Minh City involves far more than simply registering a business. Before submitting an application, foreign investors should carefully assess Vietnam's market access conditions, determine whether an Investment Registration Certificate (IRC) is required, verify that the proposed business location complies with the intended business activities, evaluate an appropriate investment capital structure, and identify whether any business licenses or sector-specific permits will be required after incorporation. Careful planning at the outset can significantly reduce licensing risks and help ensure a smooth and legally compliant investment process.
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. Foreign investors planning to establish an FDI company in Ho Chi Minh City typically follow the process outlined below
|
Stage |
Key Actions |
Outcome |
|
1 |
Review the proposed business activities, foreign ownership limits, and applicable requirements under the WTO, Free Trade Agreements (FTAs), and sector-specific regulations. |
Determine whether the proposed investment is legally permissible. |
|
2 |
Assess the proposed project location, including the office, warehouse, retail premises, or factory, as applicable. |
Confirm that the project location satisfies the legal requirements for the intended business activities. |
|
3 |
Apply for an Investment Registration Certificate (IRC), where required. |
Obtain the Investment Registration Certificate and the investment project code. |
|
4 |
Register the company to obtain the Enterprise Registration Certificate (ERC). |
Establish a Vietnamese legal entity and obtain the enterprise registration number. |
|
5 |
Complete the post-incorporation procedures, including company seal registration, initial tax registration, electronic invoicing, bank account opening, and opening a Direct Investment Capital Account (DICA) where required. |
The company is ready to receive capital contributions and commence operations. |
|
6 |
Obtain any required business licenses or sector-specific permits for activities such as retail, F&B, logistics, medical devices, or other regulated sectors. |
The company is legally authorized to conduct its business operations. |
II. What Should Foreign Investors Review Before Establishing an FDI Company in Ho Chi Minh City?
1. Review the Business Activities and Market Access Conditions
Under Vietnam's Investment Law, foreign investors establishing an economic organization in Vietnam must comply with the applicable market access conditions. These conditions may relate to foreign ownership limits, investment structure, permitted scope of business activities, investor qualifications, or requirements imposed by sector-specific legislation.
|
Issue to Review |
Key Question |
|
Is the business activity prohibited? |
Does the proposed business fall within the list of prohibited investment and business activities? |
|
Is the business sector subject to investment conditions? |
Are there any requirements relating to minimum capital, professional qualifications, or sector-specific licenses? |
|
Is 100% foreign ownership permitted? |
Are there any foreign ownership restrictions under the WTO, applicable Free Trade Agreements (FTAs), or Vietnamese sector-specific laws? |
|
Is an Investment Registration Certificate (IRC) required? |
Is the proposed investment project subject to the IRC application procedure? |
|
Are any post-incorporation licenses required? |
Will the company need additional licenses for activities such as retail, F&B, logistics, medical devices, education, or e-commerce? |
2. Review the Investor's Legal Status
If the investor is a foreign individual, the application dossier generally includes a valid passport, residential address information, documents evidencing financial capacity, and supporting documents demonstrating the ability to contribute investment capital.
If the investor is a foreign organization, the documentation is typically more extensive and may include the Certificate of Incorporation or an equivalent legal document, the company's charter or equivalent constitutional documents, the corporate investment resolution, audited financial statements or bank balance confirmation, and the appointment of the capital representative. Documents issued overseas generally must undergo consular legalization, translation into Vietnamese, and notarization or certification before they may be used in Vietnam.
3. Review the Investment Capital and Charter Capital
Not every business sector requires a minimum investment capital. However, if the proposed capital is disproportionately low compared to the scale of the intended business, the licensing authority may request additional explanations regarding the project's feasibility.
For example, a trading company engaged in importing goods, leasing warehouses, employing staff, and distributing products in Ho Chi Minh City would generally be expected to have a higher level of investment capital than a consulting company operating solely from an office.
4. Review the Project Location
The project location is one of the most common issues encountered when establishing an FDI company in Ho Chi Minh City. Not every address is suitable for investment registration. Virtual offices, residential apartments, premises without commercial functions, warehouses that do not satisfy fire safety requirements, or locations that are incompatible with the proposed business activities may result in requests for additional documentation or may prevent the investment project from being approved or operated in practice.
5. Review Post-Incorporation Licensing Requirements
Many foreign investors mistakenly believe that obtaining an Enterprise Registration Certificate (ERC) is sufficient to commence business operations. In practice, companies operating in certain regulated sectors must obtain additional licenses after incorporation.
For example, foreign-invested economic organizations engaging in retail distribution activities may be required to obtain a Business License and, where applicable, a License for the Establishment of Retail Outlets in accordance with Decree No. 09/2018/ND-CP.\
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. Common FDI Sectors in Ho Chi Minh City: Trading, F&B, Logistics, Technology, and Medical Devices
1. FDI Trading, Import, Export, and Distribution Companies
Trading is one of the most common sectors for foreign-invested companies in Ho Chi Minh City. Foreign investors typically establish companies to import goods, engage in wholesale and retail distribution, supply products to distributors, or sell through e-commerce platforms.
Before proceeding, investors should review the following:
|
Business Activity |
Key Considerations |
|
Importation |
Review the applicable HS codes, product-specific import regulations, and determine whether an import license is required. |
|
Wholesale Distribution |
Generally subject to fewer regulatory requirements than retail activities, but the business lines and products should still be carefully reviewed. |
|
Retail Distribution |
A Business License may be required under Decree No. 09/2018/ND-CP. |
|
Establishing Retail Stores |
A License for the Establishment of Retail Outlets may be required, and the proposed business location should be reviewed for compliance. |
|
Online Sales |
Additional obligations relating to e-commerce websites or online marketplaces may apply. |
2. FDI Companies in the F&B, Restaurant, Café, and Food Service Sector
The food and beverage (F&B) sector offers attractive investment opportunities but is also subject to numerous operational and regulatory requirements. In addition to obtaining the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC), investors should carefully assess the project location, food safety requirements, fire prevention and fighting regulations, business signage, employment of foreign workers, lease agreements, and any business licenses that may be required for regulated trading activities.
Under the Law on Food Safety and Decree No. 15/2018/ND-CP, food production and food business establishments are generally required to obtain a Certificate of Eligibility for Food Safety, except where statutory exemptions apply.
Before signing a lease agreement, investors should review the following:
|
Issue |
Why It Matters |
|
Permitted use of the premises |
Not every property may legally be used for restaurant or food service operations. |
|
Fire prevention and fighting (FPF) compliance |
Directly affects the ability to lawfully operate the business. |
|
Kitchen and food preparation facilities |
Must satisfy the applicable food safety requirements. |
|
Lease agreement |
The lease should have an appropriate term, identify the correct parties, and clearly specify the permitted use of the premises. |
|
Business signage and operating hours |
Local regulations, building management rules, or residential area restrictions may apply. |
3. FDI Logistics Companies
The logistics sector comprises numerous business segments, including freight forwarding, warehousing, transport agency services, cargo transportation, logistics support services, customs brokerage, and courier services. Each segment may be subject to different requirements concerning foreign ownership limits, sector-specific licenses, vehicles, personnel qualifications, or operational premises.
V. What Should Foreign Investors Consider When Choosing Their Office, Warehouse, Retail Store, or Business Premises?
The project location is one of the most critical factors in establishing an FDI company in Ho Chi Minh City. Foreign investors should thoroughly review the proposed premises before signing a long-term lease agreement or making a substantial security deposit.
1. Company Office
The registered office used as the company's headquarters and project location should have a clear and valid address, be supported by a legally valid lease agreement, and comply with the intended business activities. It should not be located in a residential apartment designated solely for residential purposes.
For consulting, technology, and trading businesses that do not maintain inventory, the office requirements are generally less complex.
2. Warehouse
Where the company intends to import, store, and distribute goods, the warehouse should be reviewed to ensure compliance with zoning requirements, fire prevention and fighting (FPF) regulations, storage conditions, and any sector-specific requirements.
Certain products, including food, cosmetics, chemicals, and medical devices, may be subject to additional warehousing standards under Vietnamese law.
3. Retail Stores
If the foreign-invested company intends to establish one or more retail outlets in Ho Chi Minh City, investors should determine whether a License for the Establishment of Retail Outlets is required.
Foreign investors should avoid obtaining only the Enterprise Registration Certificate (ERC) and immediately entering into a lease agreement for a retail store. Approval for a retail outlet may depend on factors such as the proposed location, floor area, types of products to be sold, the company's financial plan, and the suitability of the retail premises.
4. Restaurants, Cafés, and Other F&B Establishments
For restaurants, cafés, and other food and beverage businesses, the project location must be suitable for obtaining the necessary food safety approvals, complying with fire prevention and fighting regulations, and supporting lawful business operations.
Common issues include leasing premises that are not approved for food service operations, the absence of designated food preparation areas, failure to satisfy fire safety requirements, lease agreements that do not permit restaurant operations, or locations situated in buildings that impose restrictions on food and beverage businesses.
5. Projects Located in Industrial Parks, Export Processing Zones, or High-Tech Parks
Where an investment project is located within an industrial park, export processing zone, or high-tech park in Ho Chi Minh City, the competent licensing authority may be the relevant Management Board rather than the general investment registration authority.
Accordingly, foreign investors should identify the competent authority at the outset of the investment process to avoid submitting the application to the wrong authority, which may result in unnecessary delays.
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
BÀI VIẾT LIÊN QUAN:
Bình luận: