FOREIGN‑OWNED BUSINESS ESTABLISHMENT SERVICES (2026): ESTABLISHING A FOREIGN-INVESTED CONSTRUCTION COMPANY IN VIETNAM
Vietnam’s construction market continues to attract foreign investors due to urban development, industrial park expansion, infrastructure projects, commercial buildings, factories, warehouses, hotels and real estate projects. However, establishing a foreign-invested construction company in Vietnam is not only a matter of company incorporation. Investors must review foreign market access, investment registration, enterprise registration, construction capacity conditions, professional certificates, project-specific permits, labor safety, fire prevention and construction quality obligations.
For foreign investors, the most important point is to define the exact construction services to be provided. A company that only performs building completion works will have a different compliance scope from a company providing general construction, civil engineering works, installation, design, supervision, project management or construction consultancy services.
Prospective clients seeking assistance with procedures for setting up a construction company 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
I. MARKET ACCESS FOR FOREIGN INVESTORS IN CONSTRUCTION SERVICES
Construction and related engineering services are covered under Vietnam’s WTO Schedule of Specific Commitments in Services, including general construction work for buildings, civil engineering, installation and assembly work, building completion and finishing work, and other construction-related services under CPC 511, 512, 513, 514, 515, 516, 517 and 518. Vietnam’s WTO commitments previously included a temporary limitation for wholly foreign-owned construction service suppliers during the first two years after WTO accession; that transitional period has long expired.
In practice, foreign investors may generally establish a 100% foreign-owned construction company in Vietnam for ordinary construction services, provided that the proposed activities are not otherwise restricted and the company satisfies Vietnamese construction law requirements. However, the investor must still review the exact scope of services, because construction consultancy, design, supervision, project management, survey, installation of specialized systems, fire safety works or works relating to conditional sectors may require additional professional qualifications or sub-licenses.
Under the current investment framework, Decree No. 96/2026/ND-CP provides guidance on the Law on Investment and the market-access regime for foreign investors. If a business line is not open or is subject to market-access conditions, the licensing authority may refuse or require the investor to satisfy specific conditions before allowing the project.
Therefore, before submitting the investment dossier, the investor should clarify whether the company will provide only construction execution services or also provide design, survey, supervision, project management, installation, engineering consultancy, real estate development, distribution of construction materials or equipment leasing.
II. INVESTMENT REGISTRATION AND ENTERPRISE ESTABLISHMENT
A foreign investor normally establishes a construction company in Vietnam through two main legal steps: investment registration and enterprise registration.
The investment registration dossier usually includes information on the foreign investor, project objectives, investment capital, charter capital, head office, implementation schedule, business lines, financial capacity and proposed services. For a construction company, the project objectives should be drafted carefully. A vague objective such as “construction services” may not be sufficient if the investor intends to provide multiple construction-related services.
After completing the investment procedure, the investor establishes the Vietnamese enterprise. The common corporate forms are a single-member limited liability company, a multi-member limited liability company or a joint stock company. The enterprise registration should be consistent with the investment project, including company name, charter capital, legal representative, members or shareholders and business lines.
If the company intends to conduct additional activities such as trading construction materials, importing equipment, leasing machinery, real estate business, architectural design, construction supervision or engineering consultancy, those activities should be reviewed separately because they may trigger additional licensing or professional requirements.
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.
III. CONSTRUCTION CAPACITY AND PROFESSIONAL QUALIFICATION REQUIREMENTS
Construction is a regulated sector in Vietnam. The Law on Construction provides that organizations and individuals involved in construction activities must satisfy capacity conditions suitable to the type and grade of construction works and the construction jobs they perform.
This means that a foreign-invested construction company may not automatically perform all construction works immediately after receiving its Enterprise Registration Certificate. Depending on its actual activities, the company may need to obtain a construction capacity certificate or employ individuals holding appropriate construction practicing certificates.
Construction capacity requirements may apply to activities such as:
- Construction survey;
- Construction design;
- Construction supervision;
- Construction execution;
- Construction project management;
- Construction cost management;
- Construction inspection;
- Other construction consultancy services.
Decree No. 175/2024/ND-CP provides detailed rules for implementing the Law on Construction regarding management of construction activities, including competency requirements for organizations and individuals performing construction activities, practicing certificates and foreign contractor licenses.
From a practical perspective, the company should prepare a personnel and qualification plan before applying for construction capacity conditions. The licensing authority may review the company’s key personnel, practicing certificates, experience, equipment, management system and previous projects depending on the class and scope of the certificate.
For a newly established foreign-invested company, this can be a practical difficulty because the company may not yet have project experience in Vietnam. Investors should therefore structure the first stage of operation carefully, recruit qualified Vietnamese or foreign professionals where appropriate, and determine which construction activities the company can legally perform at each stage.
IV. DISTINGUISHING A FOREIGN-INVESTED CONSTRUCTION COMPANY FROM A FOREIGN CONTRACTOR
Foreign investors should distinguish between two different legal models.
The first model is establishing a Vietnamese company with foreign investment capital. Once established, this company is a Vietnamese legal entity and operates under Vietnamese enterprise, investment and construction laws. It must satisfy construction capacity conditions like other construction enterprises operating in Vietnam.
The second model is a foreign contractor directly performing construction activities in Vietnam without establishing a Vietnamese project company. In that case, the foreign contractor may need a foreign contractor license before carrying out construction activities. Decree No. 175/2024/ND-CP contains a separate section on foreign contractor licenses, including rules for managing foreign contractors and eligibility requirements.
This distinction is important. If the foreign parent company directly signs and performs a construction contract in Vietnam, a foreign contractor license may be required. If the investor establishes a Vietnamese foreign-invested construction company, the Vietnamese company generally follows the rules applicable to construction enterprises in Vietnam, including construction capacity certificates and professional conditions.
V. PROJECT-SPECIFIC LEGAL COMPLIANCE
Even after the company is established and has the required construction capacity, each construction project may still involve separate legal requirements. These requirements often depend on the project owner, type of work, location, scale, grade of construction work and specialized technical systems.
In many projects, the construction permit, design appraisal, environmental approval and fire safety appraisal are primarily the responsibility of the project owner. However, the construction company must still ensure that it performs the work according to approved designs, permits, technical standards, construction quality requirements, labor safety rules and contractual obligations.
The Construction Law regulates construction activities including construction planning, project formulation, survey, design, construction execution, supervision, project management, contractor selection, acceptance, handover, warranty and maintenance. Therefore, a construction company should not view its legal obligations as limited to company registration.
Key project-level issues may include:
Construction permits and approved design documents.
The contractor should verify that the project has the required permits and approved technical documents before starting work. Performing construction without proper permits or outside the approved design may create liability for both the project owner and contractor.
Construction quality management.
The company must organize construction in accordance with applicable standards, technical regulations, approved designs and quality management procedures. It should keep construction logs, inspection records, material records, acceptance minutes and handover documents.
Occupational safety.
Construction sites carry high safety risks. The company should prepare site safety rules, worker training, protective equipment, scaffolding control, machinery safety, electrical safety, lifting equipment safety and incident response procedures.
Fire prevention and firefighting.
If the project includes fire safety systems or works subject to fire safety appraisal and acceptance, the company should ensure that installation and construction are consistent with approved fire safety designs.
Environmental and waste control.
Construction activities may generate dust, noise, wastewater, construction waste and hazardous waste. The contractor should comply with environmental protection requirements at the site and contractual obligations imposed by the project owner.
Labor and foreign employees.
If the company uses foreign managers, engineers or technical specialists in Vietnam, work permit or work permit exemption requirements should be reviewed before they start working.
VI. BASIC PROCEDURE FOR ESTABLISHING A FOREIGN-INVESTED CONSTRUCTION COMPANY
A typical legal roadmap may include the following steps:
Step 1: Define the business scope.
The investor identifies whether the company will provide general construction, civil engineering, finishing works, installation, construction consultancy, design, supervision, project management or specialized works.
Step 2: Review market access and legal conditions.
The investor checks WTO commitments, Vietnam’s foreign investor market-access rules and any professional or sub-license requirements applicable to the proposed services.
Step 3: Prepare the investment registration dossier.
The dossier should include investor documents, financial capacity documents, project proposal, registered capital, project objectives, head office documents and explanation of business lines.
Step 4: Establish the Vietnamese enterprise.
After completing the required investment procedure, the investor registers the company and obtains the Enterprise Registration Certificate.
Step 5: Complete post-establishment procedures.
The company completes tax registration, digital signature, e-invoice registration, bank account opening, capital contribution, accounting setup and labor compliance.
Step 6: Apply for construction capacity certificates where required.
Depending on its services, the company prepares applications for construction capacity certificates and recruits qualified personnel with appropriate practicing certificates.
Step 7: Implement project-specific compliance.
Before performing construction works, the company checks project permits, approved designs, contracts, safety requirements, insurance, environmental obligations and construction quality documents.
Prospective clients seeking assistance with procedures for setting up a construction company 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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