OPEN A COMPANY IN VIETNAM (2026): ESTABLISHING A FOREIGN-INVESTED COMPANY (FOREIGN-INVESTED COMPANY, FDI COMPANY) IN HANOI

OPEN A COMPANY IN VIETNAM (2026): ESTABLISHING A FOREIGN-INVESTED COMPANY (FOREIGN-INVESTED COMPANY, FDI COMPANY) IN HANOI

For foreign investors looking to enter the Vietnamese market, opening a company in Vietnam can be an effective way to establish a long-term business presence and take advantage of the country's growing economy. Hanoi, as the capital and one of Vietnam's major economic and commercial centers, is a popular destination for foreign investors across a wide range of industries.

However, establishing a foreign-invested company (foreign-invested company, FDI company) in Hanoi involves several legal and administrative requirements. Depending on the investor's nationality, investment capital, proposed business activities, and the applicable market access conditions, the procedures and required documents may differ.

In this article, we will provide an overview of the key issues foreign investors should know when opening a company in Vietnam, particularly when establishing an FDI company in Hanoi, including investment conditions, company structure, registration procedures, capital contribution requirements, and other important legal considerations in 2026.

Clients seeking assistance with the establishment of an FDI company in an industrial park 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. Open A Company In Vietnam: What Do You Need to Do to Establish an FDI Company in Hanoi?

Foreign investors who wish to establish an FDI company in Hanoi need to check the proposed business lines and applicable market access conditions; determine the appropriate investment structure, such as establishing a new company, forming a joint venture, or contributing capital to an existing company; prepare the investor's documents; determine whether the investment project is required to obtain an Investment Registration Certificate (IRC); complete the enterprise registration procedure to obtain an Enterprise Registration Certificate (ERC); open a Direct Investment Capital Account (DICA) if required; contribute capital in accordance with regulations; complete initial tax procedures; and obtain any required sub-licenses if the proposed business activities are subject to specific conditions.

If the application is straightforward, foreign investors may handle the procedures themselves. However, where the proposed business involves trading, retail, medical devices, education, e-commerce, logistics, F&B, manufacturing, platform-based technology, or where the investor is a foreign legal entity, it is advisable to seek professional legal assistance to avoid incorrect business lines, errors in IRC/ERC applications, DICA issues, or situations where the company has been established but is not yet legally permitted to conduct its intended business activities.

 

II. 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.

 

III. Open A Company In Vietnam: What Should Foreign Investors Check When Establishing an FDI Company in Hanoi?

1. Is the proposed business activity prohibited from investment and business?

Article 6 of the 2025 Law on Investment provides a list of sectors and business activities in which investment and business are prohibited. Therefore, before proceeding with the establishment of an FDI company in Hanoi, foreign investors should first determine whether their intended business activities fall within any prohibited sector or involve activities that are not legally permitted in Vietnam.

This is a fundamental step that should be completed before selecting business lines, preparing the investment project's objectives, or entering into a long-term lease agreement for the proposed business premises.

2. Is the proposed business subject to conditional investment and business requirements?

Article 7 of the 2025 Law on Investment regulates sectors and business activities subject to specific conditions. For foreign investors planning to establish an FDI company in Hanoi, particular attention should be paid to business sectors such as:

- Retail and distribution of goods;

- E-commerce;

- Medical devices;

- Education and training;

- Overseas study consulting services;

- F&B, restaurants, and cafés;

- Logistics;

- Healthcare and medical clinics;

- Advertising;

- Employment services;

- Services involving data, digital platforms, or online users;

- Products and goods subject to specialized regulatory requirements.

Where a business activity is subject to specific conditions, obtaining an Enterprise Registration Certificate (ERC) does not necessarily mean that the company can immediately commence business operations. The company may still need to obtain relevant sub-licenses or satisfy the applicable specialized conditions.

3. Is the foreign investor permitted to access the Vietnamese market?

Article 8 of the 2025 Law on Investment provides regulations on sectors and market access conditions applicable to foreign investors. In principle, foreign investors are entitled to market access under the same conditions as domestic investors, except where the proposed business falls within the list of sectors subject to restricted market access.

Depending on the relevant business activity, market access conditions may concern:

- The foreign ownership ratio in the company's charter capital;

- Permitted investment forms;

- Scope of business activities;

- Investor qualifications and capacity;

- Requirements concerning Vietnamese partners;

- Other conditions imposed under Vietnamese law or applicable international treaties.

Therefore, foreign investors should not determine business lines solely based on their commonly used names. The actual nature and scope of the proposed activities should be reviewed together with the market access conditions applicable to foreign investors.

4. Should the investor establish a new company or contribute capital to an existing Vietnamese company?

Article 18 of the 2025 Law on Investment recognizes various forms of investment, including establishing an economic organization and contributing capital, purchasing shares, or purchasing capital contributions in an existing economic organization.

Article 21 of the 2025 Law on Investment specifically regulates foreign investors' capital contributions, share purchases, and purchases of capital contributions in economic organizations. Accordingly, establishing a new company is not necessarily the most appropriate option in every case.

In certain circumstances, acquiring an ownership interest in an existing Vietnamese company may provide a faster route to market. However, establishing a new company may be more suitable where the investor wants to avoid potential risks associated with the existing company's debts, tax matters, contracts, employees, or previously issued licenses.

Dai Quang Minh can assess and compare the available investment structures before recommending the most appropriate option, including:

- Establishing a 100% foreign-owned company;

- Establishing a joint venture company;

- Contributing capital to an existing Vietnamese company;

- Purchasing shares or capital contributions;

- Establishing a new company and subsequently applying for the required sub-licenses;

- Converting or restructuring an existing Vietnamese company into a foreign-invested company.

5. Is an Investment Registration Certificate (IRC) required?

Article 26 of the 2025 Law on Investment provides regulations on projects subject to the Investment Registration Certificate (IRC) procedure, including investment projects conducted by foreign investors and certain investment projects of economic organizations falling within the cases prescribed by law.

Therefore, when establishing an FDI company in Hanoi, investors should determine at the outset whether the proposed investment project is required to obtain an IRC.

Where an IRC is required, the application should clearly present key information about the project, including its investment objectives, investment capital, project location, capital contribution schedule, implementation schedule, project duration, the investor's financial capacity, and applicable market access conditions.

6. Which authority handles the application: the Department of Finance or the relevant Management Board?

Under Article 27 of the 2025 Law on Investment, the authority responsible for issuing, amending, or revoking an Investment Registration Certificate depends on the location of the investment project.

Investment projects located within industrial parks, export processing zones, high-tech parks, concentrated digital technology zones, or economic zones may fall under the authority of the relevant Management Board. Projects located outside these zones generally fall under the authority of the Department of Finance, except for cases specifically regulated otherwise.

In Hanoi, following the restructuring of the local administrative system, the Department of Finance was established through the merger of the former Department of Planning and Investment and Department of Finance. Therefore, when preparing an FDI application in Hanoi, investors should verify the current receiving authority through the applicable public service portal or filing system rather than automatically relying on older templates referring to the former “Department of Planning and Investment.”

7. Is the proposed business location suitable for the investment project?

The proposed location is one of the issues that can cause problems in FDI registration applications in Hanoi. Before signing a long-term lease, investors should verify:

- Whether the building or office can legally be used as a business headquarters;

- Whether the lease agreement is entered into by the correct parties and covers the appropriate intended use;

- Whether an apartment is legally permitted to be used as the company's headquarters;

- Whether the premises are suitable for activities such as education, F&B, medical clinics, warehousing, or retail;

- Whether any location-specific licenses are required;

- Whether the premises are subject to fire prevention and fighting (PCCC), food safety, environmental, or facility-related requirements.

For companies providing consulting, IT, office-based, or other professional services, location requirements may generally be simpler. In contrast, businesses involved in retail, education, F&B, medical services, warehousing, logistics, or medical devices should conduct a more thorough location assessment before entering into a long-term lease.

8. Is the proposed investment capital appropriate?

Vietnamese law does not impose a single general minimum capital requirement applicable to every business sector. Nevertheless, the proposed investment capital should be reasonably consistent with the nature and scale of the project, its business activities, location, workforce, goods, machinery, office/store/warehouse rental costs, and expected operating expenses.

An investment capital amount that is too low may make it difficult to demonstrate the feasibility of the proposed project. On the other hand, registering an unnecessarily high amount of capital without sufficient capacity to contribute it within the prescribed period may create compliance risks after the project is approved.

9. Is the company required to open a Direct Investment Capital Account (DICA)?

After establishing an FDI company, the investor should determine whether the company falls within a case where a Direct Investment Capital Account (DICA) is required.

Where applicable, capital contributions must be made through the appropriate account and in accordance with the prescribed requirements regarding the transfer, timing, and description of the capital contribution. Investors should also retain complete payment and transfer records as evidence of their capital contribution.

DICA-related requirements should therefore be considered from the initial stage of preparing the investment application rather than being addressed only after the ERC has been issued.

10. Can an FDI company immediately conduct business after obtaining the ERC?

Not necessarily. Obtaining an Enterprise Registration Certificate (ERC) establishes the legal status of the enterprise, but it does not automatically mean that an FDI company in Hanoi can immediately conduct every type of business activity.

Where the registered business lines are subject to specific conditions, the company may need to obtain relevant business licenses or sub-licenses or satisfy specialized regulatory requirements before commencing operations.

For example:

- Retail businesses may need a business license and a license for establishment of a retail establishment;

- E-commerce businesses may be required to carry out notification or registration procedures for their website or application;

- Medical device businesses need to review product requirements, applicable declaration or circulation documentation, labeling, storage, and warranty requirements;

- Education businesses may need an education operation license;

- F&B businesses may need to satisfy food safety, PCCC, and premises-related requirements;

- Medical clinics must obtain the appropriate medical examination and treatment operating license;

- Logistics and transportation businesses may be subject to additional specialized licensing requirements.

Accordingly, foreign investors should assess both the company registration requirements and the post-registration licensing requirements before commencing business operations in Hanoi.

 

IV. Open A Company In Vietnam: Documents Foreign Investors Need to Prepare

The documents required to establish an FDI company in Hanoi may vary depending on whether the investor is a foreign individual or legal entity, the proposed business activities, the project location, the investment capital, and whether the investment project is subject to the IRC requirement.

1. Where the investor is a foreign individual

A foreign individual investor will generally need to prepare the following documents:

Document	Notes
Passport	Must be valid and contain clear personal information
Bank balance confirmation or other proof of financial capacity	Should be reasonably consistent with the proposed investment capital
Residential address and contact information	Used for preparing and declaring the application
Proposed business activities, investment capital, and project location	Should accurately reflect the investor's actual intended activities
Power of attorney, if using legal services	Authorizes Dai Quang Minh to prepare and carry out the procedures on the investor's behalf

Depending on the specific application, documents issued by foreign authorities or organizations may need to be translated, notarized/certified, and consularly legalized before being used in Vietnam.

2. Where the investor is a foreign legal entity

Where the investor is a foreign company or other legal entity, the following documents are commonly required:

Document	Notes
Certificate of Incorporation or Business Registration Certificate	Generally subject to consular legalization and Vietnamese translation
Charter or equivalent corporate documents	Used to establish the company's internal authority and decision-making structure
Financial statements or other documents proving financial capacity	Should reasonably support the proposed investment capital
Overseas investment decision	Must be issued by the competent authority in accordance with the parent company's internal rules
Passport of the authorized representative	Information should be consistent with the authorization and signing documents
Power of attorney	Required where the person signing or submitting the application is not the direct legal representative
Information about the proposed company in Hanoi	Including company name, address, capital, business lines, legal representative, and ownership ratio

Common issues encountered with foreign corporate investors include documents that have not been properly consularly legalized, signatories whose authority cannot be established, financial statements that do not sufficiently demonstrate the investor's financial capacity, and inconsistencies in the parent company's information across different documents.

3. Documents relating to the business location in Hanoi

The investor should prepare and provide information and documents concerning the proposed location, including:

- Office or business premises lease agreement;

- Documents proving the lessor's legal right to lease the premises;

- Information about the building, office, retail store, warehouse, or other business location;

- Intended use of the premises;

- Documents relating to PCCC, food safety, education, healthcare, warehousing, or other specialized requirements where applicable;

- An alternative location plan if the proposed premises do not satisfy the relevant requirements.

Investors should avoid signing a long-term lease or paying a substantial deposit before confirming that the proposed location is suitable for the intended business activities and any applicable sub-license requirements.

4. Documents and information concerning the business activities and investment plan

To properly prepare the FDI application, investors should provide HCC with information about:

- Proposed business lines;

- Products or services to be provided;

- Target customers;

- Sales and distribution channels;

- Whether the company will conduct retail activities;

- Whether the business will operate a website, application, or digital platform;

- Whether the company will conduct import or export activities;

- Whether the project requires a warehouse, retail store, training center, restaurant, medical clinic, or other specialized premises;

- Proposed investment capital;

- Capital contribution schedule;

- Expected need for foreign employees;

- Requirements relating to visas, work permits, or temporary residence cards.

The more accurately and comprehensively these details are provided from the beginning, the easier it is to structure the application correctly and minimize the risk of receiving requests for amendments or additional documents.

 

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

During the course of operations, should you have any questions or require any assistance, please contact Dai Quang Minh Company. We are always ready to provide support and accompany you throughout the process of construction, operation, and development.

We wish you sustainable development and breakthrough success.

Sincerely thank you./.