FOREIGN-INVESTED COMPANY ESTABLISHMENT SERVICES IN VIETNAM (2026): COMPANY SETUP PROCESS AND REQUIREMENTS IN VIETNAM
Vietnam continues to attract foreign investors thanks to its strategic location, competitive workforce, and rapidly growing economy. However, establishing a company in Vietnam requires compliance with a number of legal and administrative procedures, particularly for foreign-invested enterprises (FIEs). Investors must carefully follow the applicable licensing, investment, and corporate registration requirements before commencing operations. Depending on the business sector and investment structure, the incorporation process for a 100% foreign-owned company typically takes between 2 to 4 months. Alternatively, foreign businesses may choose to establish a Representative Office, which involves a simpler and faster procedure but is limited to non-profit-generating activities such as market research and business promotion.
Prospective clients seeking assistance with procedures for establishing a foreign-invested enterprise in Vietnam 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
Below is a summary of the 4 main stages of setting up an LLC / FIE.
- In rare cases where an investor intends their LLC/FIE to do business in a specified special sector, they may be required to fulfil Step 1 ‘Pre-Investment Approval’.
- Most investors can skip directly to Step 2, to apply for a required Investment Registration Certificate (IRC).
- Once the IRC is in hand, an organization may pursue to subsequent Step 3 to apply for an Enterprise Registration Certificate (ERC, also referred to as a Business Registration Certificate) as well as dependent actions such as securing a physical business address, and so on.
- After being licensed, the Enterprise will be required to register their company seals, open bank accounts, and more.
This can be diagrammed as follows:
I. Step 1 – Pre-investment approval
For mega investment projects, companies need to seek the approval of Vietnamese competent authorities prior to starting establishment procedures. As a result, it is important to understand if an investment will require approval, and if so, preparing the requisite documentation and working against the application processing times.
Here is a summary of project types, which, may require further special approvals:
- Construction of Residential housing projects;
- Airports, aerodromes, air transport businesses, cargo terminals, ports;
- Petroleum processing;
- Casinos and businesses involving betting;
- Infrastructure projects for industrial zones and export-processing zones;
- Nuclear power plants;
- Golf Courses;
- Special Land Use Rights;
- Projects located on or near islands, borders, coastal areas and other defence sensitive locations;
- Projects in sensitive heritage locations;
- Projects that require relocation of inhabitants; and,
- Projects that require re-purposing some types of forests, or rice crops.
II. Step 2 – Investment registration certificate application
The first step in the Vietnamese corporate establishment process is an application for an Investment Registration Certificate (IRC). This is required of all foreign-owned investment projects and establishes the right of the foreign enterprise to invest within Vietnam.
To apply, an investor must prepare:
- Application for the implementation of the investment project (this should include details of the project in Vietnam);
- Proposal of investment project (should include the details of the investment project, including lease agreements or land use needs);
- Financial statements (to be provided for the last two years of a company’s operation; additional information may be required to prove financial capacity) or a bank statement proving that the investor(s) have more than the planned charter capital contribution in their Vietnam subsidiary;
- Incorporation Certificate (for companies);
- Lease agreement (MOU agreement) and legal documents of the leased premises
Bank statement (to show that they have sufficient capital to fund their operations); and
- Confirmation of tax obligation fulfillment (if an investor cannot provide a financial statement).
Timeframe
15-45 working days from the date when documents are submitted. Some exceptional cases where the sector of intended operation is not governed by the WTO, this process may take longer.
III. Step 3 – Enterprise registration certificate application
The Enterprise Registration Certificate (ERC) is required for all projects that seek to set up new entities within Vietnam. When obtained, the ERC will be accompanied by a number that will double as the tax registration number of the entity.
- As part of the application process, the following information should be prepared:
- Application for enterprise registration;
- Company charter;
- List of all board members (applies to JSC and multi-member MLLC only);
- List of authorized representatives of the owner or company members;
- Legalized copies of passports of foreign individuals;
- List of legal representatives;
- Letters of appointment and authorization.
Timeframe
Ten working days and two additional working days for a signed and sealed printed version to be issued.
It should be noted that applications for the ERC and IRC cannot be processed concurrently. An IRC must be obtained first, and then an ERC. However, future amendments to an IRC or an ERC - for example, a change of address - can be completed concurrently.
IV. Step 4 – Corporate e-ID registration
Starting July 1, 2025, all businesses in Vietnam must transition to using a corporate electronic identification (e-ID) account for handling online administrative procedures. Existing corporate accounts on the National Public Service Portal or provincial-level portals will expire on June 30, 2025, in line with Decree No. 69/2024/ND-CP. The new system is designed to standardize digital authentication, enhance security, and streamline access to government services.
A corporate e-ID serves as the official digital identity of an organization, enabling it to verify information and conduct transactions that would normally require paper-based documentation. Registration is carried out by a company’s legal representative, who must first hold a Level 2 personal e-ID. If a company has multiple legal representatives, the applicant must obtain their consent before proceeding.
Key requirements and process highlights include:
- Application channels: either via the VNeID mobile app or in person using Form TK02 at the electronic identification authority.
- Verification: authorities will cross-check information with national and sectoral databases. If all data is available, approval is issued within 3 working days; if not, the process can take up to 15 days.
- Activation: the e-ID account must be activated within seven days of issuance, otherwise re-verification will be required.
- Foreign representatives: companies with foreign-only legal representatives may face practical hurdles, as Level 2 e-IDs currently require in-person registration. Further guidance from the Ministry of Public Security is expected to address these cases.
Businesses are strongly encouraged to begin preparations early to avoid disruptions in accessing digital government services after June 2025.
V. Step 5 – Post licensing procedures
Once the IRC and ERC have been issued, additional steps have to be taken to complete the procedure and start business operations. This includes:
Seal carving;
- Bank account opening;
- Labor registration;
- Business license tax payment; and,
- Charter capital contribution.
Besides these steps, businesses might also have to obtain other licenses prescribed by law to operate in certain fields. These licenses might include:
- Business licenses for conditional sectors: Enterprises operating in certain sectors, such as banking, insurance, telecommunications, real estate, and education, are required to gain additional permits from relevant regulatory bodies after obtaining ERC and IRC.
- Sub-licenses: Depending on the business type, you may need various permits. For example, restaurants require food safety permits, while construction businesses need specific construction permits, each with its own requirements.
VI. Requirements to establish a company in Vietnam
Minimum capital requirements
For most sectors and business lines, Vietnam requires no minimum capital requirements. However, the registered capital will be assessed by The Department of Planning and Investment for whether it is adequate to cover the expenses of the business until it generates enough revenue to cover its costs. It is possible to setup a basic business services company with less than US$15,000 in some cases, but in most cases it would be at or above this threshold, depending on the nature of the business.
It is best to verify whether your business may require minimum capital investment however, given that some industry sectors (business lines) do have requirements. Examples include:
- Finance, Banking, Insurance, and Fin-tech;
- Language centers or Vocational schools; and,
- Medical clinics.
Note that, the amount of registered capital that is selected and eventually approved, will be stated on your Business Registration Certificate, which will likely be viewed and known to companies that you do business with. Therefore, a higher amount of registered capital might in some cases bear positive effects for a firm, in terms of how a business is viewed by companies that it deals with. Changing the amount of registered capital after initial business registration, requires a formal application procedure to amend your corporation’s documents.
Charter capital and total investment capital
Charter Capital refers to the total value in capital and other assets that will be contributed by the owners of a company when establishing a company. The total investment capital of the company can combine both charter capital and loan capital. Charter capital and the total investment capital, including portions which are shareholders’ loans or third-party finance, as well as the company charter, must be registered with the licensing authority of Vietnam.
Once approved, investors can increase or decrease the charter capital amount with prior approval from the local licensing authority.
Capital contribution schedules
Under the laws of Vietnam, the investors must contribute capital within 90 days from the date of establishment of the FIE unless otherwise approved by the licensing authority.
Transferring capital to the FIE
To transfer capital into Vietnam, after setting up the FIE, foreign investors must open a capital bank account in a legally licensed bank. A capital bank account is a special purpose foreign currency account designed to enable tracking of the movement of capital flows in and out of the country. The account also allows money to be transferred to current accounts to make in-country payments and other current transactions.
Registered address and resident director
Company registered address
A business requires a legal address in Vietnam to incorporate a company in the country. Most businesses require to have its own physical location, such as an office or building leased or acquired, particularly for manufacturing, distribution and trading, retail services, restaurants and entertainment venues, and more.
A registered office address may be used for certain service-based businesses, however, such as business or personal consulting companies or similar virtual services firms.
When registering a company, a company submits documents which serve as proof of the address that will be used as the location for the business to operate in once the incorporation is completed. This address may be checked during the incorporation process by The Department of Planning and Investment.
According to recent notifications from the Ministry of Finance and local tax authorities, companies and business households can continue using their existing licenses without mandatory address updates. Licensing agencies cannot require address changes solely due to administrative restructuring, and tax authorities will update their systems accordingly.
That said, companies should be mindful of invoicing rules. While both old and new addresses are currently accepted, invoices must ultimately align with the address on the business license under Decree 123/2020/ND-CP and Decree 70/2025/ND-CP. Practically, businesses are advised to update their licenses when convenient, particularly if changes coincide with other corporate updates or when administrative boundaries have shifted. The update process can be completed online at no cost, with a three-day turnaround.
Company legal representative
A company is required to have at least one Legal Representative. The LR of a Vietnam-based company can hold a Company President, Director, or General Director position, depending on the company organization structure.
A qualifying legal representative requires a residential address in Vietnam. The residency status of the LR is preferable but should not be a qualifying requirement during the incorporation process; their residency status may be addressed separately.
Under Vietnam’s new corporate e-ID registration rules, all LRs must possess a Level 2 e-ID account to handle their company's applications. Currently, guidance is only available for Vietnamese nationals and foreigners holding temporary or permanent residence cards (TRC or PRC) for Level 2 e-ID registration. Companies should keep this requirement in mind when choosing LRs.
Further, foreign nationals involved with the company will require a work permit for Vietnam which they may apply for during or after the incorporation process.
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.
Prospective clients seeking assistance with procedures for establishing a foreign-invested enterprise in Vietnam 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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