FOREIGN-OWNED COMPANY ESTABLISHMENT SERVICES IN VIETNAM (2026): ESSENTIAL PROCEDURES YOU NEED TO KNOW
Establishing a 100% foreign-owned company in Vietnam is becoming an attractive option for many international investors thanks to the country’s strong market potential, increasingly open investment environment, and the ability to maintain full control over business operations. However, alongside these development opportunities, investors also face numerous challenges related to legal procedures, documentation requirements, and regulations that are frequently updated.
In practice, even a minor mistake during the preparation of documents or the implementation of procedures may lead to delays in processing time, requests for additional documents, or even rejection of the investment application. This not only results in additional costs but also directly affects the company’s operational plans and investment strategies.
Therefore, understanding the legal regulations, preparing complete documentation, and following the correct procedures from the very beginning are crucial factors in ensuring that the company establishment process is carried out quickly, legally, and with minimal risks.
Prospective clients seeking assistance with procedures for establishment of Foreign-Invested Enterprises in Vietnam 2026 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)
I. What is a 100% foreign-owned company?
A 100% foreign-owned company is one of the two types of foreign-invested enterprises in Vietnam. Unlike a joint venture company, the entire charter capital of this type of enterprise is fully owned by foreign investors, without any capital contribution from domestic investors.
Benefits:
- Full authority to decide business strategies and manage company operations;
- Access to the Vietnamese market and free trade agreements (FTAs);
- Eligibility for tax incentives, land incentives, and investment support policies if operating in encouraged sectors or industries;
- Flexibility in profit distribution, capital transfer, and business expansion.
Note:
For investors who are still in the stage of researching the Vietnamese market and customer demand, establishing a representative office is considered a suitable option, helping to build a foundation before officially conducting business activities.
For investors who already own an overseas company and wish to expand their operations into the Vietnamese market without establishing a new legal entity, setting up a branch of a foreign company is considered a practical and effective solution.
II. Conditions for establishing a 100% foreign-owned company in Vietnam
According to the Law on Investment 2020 and the Law on Enterprises 2020, foreign investors must satisfy the following conditions for establishing a 100% foreign-owned company in Vietnam in order to carry out legal procedures.
Foreign investors
Investors may be either foreign individuals or foreign legal entities. Each type of investor must satisfy specific legal requirements to ensure lawful investment rights in accordance with current regulations.
For individuals:
They must have full civil act capacity and must not fall under prohibited cases under Vietnamese law (for example: individuals subject to criminal prosecution or undergoing bankruptcy procedures).
For organizations:
They must be legally established in the country where their head office is located, have the right to conduct investment activities under the laws of their home country, and must not be restricted from making overseas investments.
Business sectors
To ensure eligibility for licensing, foreign investors should clearly understand the conditions applicable to each business sector. According to Decree No. 31/2021/ND-CP, foreign-invested enterprises should pay attention to conditional business sectors and sectors that are not accessible to foreign investors:
Conditional business sectors for foreign investors
Foreign investors may only participate in certain sectors when specific conditions are met, such as limitations on capital ownership ratio, investment form, scope of operation, or requirements regarding Vietnamese partners.
Business sectors not accessible to foreign investors
Foreign investors are prohibited from operating in certain sectors, including:
- Journalism and press activities;
- Investigation and security services;
- Fishing and seafood exploitation;
- Judicial administrative services (assessment, notarization, auction, asset management and liquidation);
- Sending Vietnamese workers abroad under contracts;
- Travel services (except international travel services serving inbound tourists to Vietnam);
- Manufacturing and trading of weapons, explosives, and military equipment;
- Import, export, transit trade, and temporary import for re-export of restricted goods;
- Maritime services, inspection, traffic safety, and specialized equipment services;
- Forest exploitation and research on new livestock genetic resources.
Investment capital
Currently, there is no general minimum capital requirement imposed on foreign investors. However, the investment capital must be appropriate to the scale of the business sector and sufficient for project implementation. For certain specific industries, the law requires statutory capital. For example, real estate business activities require a minimum capital of VND 20 billion or more.
III. Procedures for establishing a 100% foreign-owned company in Vietnam
Step 1: Apply for the Investment Registration Certificate (IRC)
According to Article 37 of the Law on Investment 2020, all investment projects of foreign investors must obtain an Investment Registration Certificate (IRC) before implementation. This certificate confirms that your investment project is legally approved by Vietnamese authorities and serves as the basis for carrying out the following procedures for establishing a 100% foreign-owned company.
The application dossier for the IRC includes:
- Application form for issuance of the Investment Registration Certificate;
- Copies of the investor’s legal documents (individual or organization);
- Investment project proposal: business sectors, investment capital, project location, business plan, and capital contribution schedule;
- For conditional business sectors: documents proving satisfaction of sector-specific conditions (statutory capital, qualifications, professional licenses).
After obtaining the IRC, foreign investors must proceed with enterprise registration (Enterprise Registration Certificate – ERC) in order to officially establish a 100% foreign-owned company in Vietnam.
The ERC application dossier includes:
- Enterprise registration application form;
- Company charter;
- Legal documents of the investor;
- Copy of the Investment Registration Certificate (IRC).
Step 3: Company seal engraving
With both the IRC and ERC, the company may proceed with engraving its company seal and publishing enterprise registration information on the National Business Registration Portal. This publication serves as the legal basis for the seal to be valid in transactions, contracts, internal documents, and dealings with state authorities.
Step 4: Open a bank account and contribute investment capital
Within 90 days from the date of issuance of the Enterprise Registration Certificate, foreign investors are required to open a bank account in Vietnam to contribute investment capital according to the registered ratio stated in the IRC. This helps demonstrate the company’s financial capacity and serves as the basis for administrative procedures, international payments, and business operations.
Step 5: Complete tax procedures and related documentation
In the final stage of establishing a 100% foreign-owned company, investors must complete initial tax procedures, including tax code registration, tax declaration, and registration for the use of electronic invoices in accordance with regulations.
At the same time, in order to reside and work long-term in Vietnam, foreign investors must apply for a work permit and temporary residence card. In cases where the company hires foreign employees, the investor must also carry out similar procedures for foreign staff to ensure compliance with labor and immigration regulations.
IV. 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 establishment of Foreign-Invested Enterprises in Vietnam 2026 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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