Establishing a Foreign-Invested (FDI) Company in Vietnam

Short answer: A foreign investor establishing a company in Vietnam follows two main steps: step 1 — complete the investment procedure to be granted the Investment Registration Certificate (IRC) for projects subject to IRC issuance; step 2 — register the enterprise to be granted the Enterprise Registration Certificate (ERC). Market access conditions for foreign investors are determined under Vietnam’s international commitments and Vietnamese investment law. This article provides complete guidance under the Law on Investment 2020 and the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15).

Legal basis

• The Law on Investment 2020 (61/2020/QH14) and its guiding documents;
• The Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15, effective from 01/07/2025);
• Decree 168/2025/ND-CP on enterprise registration (effective from 01/07/2025);
• International investment treaties to which Vietnam is a party (CPTPP, EVIPA, RCEP, BITs, etc.) — applied under the principle that directly effective international treaties take precedence.

Conditions for foreign investors to establish a company in Vietnam

• Market access conditions: the intended business lines are not on the prohibited investment list; market access conditions are met under international commitments and Vietnamese law (capital ownership ratio, investment form, partner conditions, etc.);
• Financial capacity: demonstrating financial capability to implement the project (bank statements, financial support commitments, etc.);
• Project location: having a lawful location (office/factory lease agreements); some projects must conform to planning;
• Technology, environment: meeting technology and environmental protection requirements for projects subject to appraisal.

Step 1. Investment procedure — issuance of the Investment Registration Certificate (IRC)

A foreign investor establishing a business organization in Vietnam must complete the IRC application procedure before establishing the enterprise, except in special cases as prescribed (e.g., foreign-invested business organizations not subject to IRC issuance when newly established under certain statutory conditions).

The IRC application dossier includes:

• Written request for investment project implementation;
• Copies of the investor’s legal documents (passport; the organization’s Enterprise Registration Certificate);
• Investment project proposal (objectives, scale, investment capital, location, schedule, labor needs, etc.);
• Copies of documents proving financial capacity;
• Proposed land use needs or a copy of the location lease agreement;
• Technology explanation (if subject to technology appraisal).

Submit the dossier to the competent investment registration authority (the Industrial/Economic Zone Management Board for projects in zones; the Department of Finance for projects outside zones under current decentralization). IRC issuance time: 15 days from the date of receipt of a complete and valid dossier for projects not subject to investment policy approval; longer for projects subject to investment policy approval by the provincial People’s Committee, the Prime Minister, or the National Assembly.

Step 2. Enterprise establishment registration — issuance of the Enterprise Registration Certificate (ERC)

After being granted the IRC, the investor carries out enterprise establishment registration like a domestic investor, with additional dossier components:

• A copy of the Investment Registration Certificate;
• The application for enterprise registration, company charter, member/shareholder list;
• Copies of legal documents of members, shareholders, and the legal representative.

Submit to the Business Registration Office under the Department of Finance; processing time is 3 working days under Decree 168/2025/ND-CP.

Post-establishment procedures

• Open a direct investment capital account at a licensed bank to contribute capital and transfer profits;
• Contribute the full charter capital within 90 days;
• Publish the enterprise registration contents; register for tax and e-invoices;
• Obtain work permits/temporary residence cards for foreign employees;
• Perform periodic investment reporting to the investment registration authority.

Notes on international commitments and market access conditions

Market access conditions for foreign investors are determined specifically by sector based on Vietnam’s international commitments (WTO, CPTPP, EVIPA, etc.) and Vietnamese law. These commitments are updated periodically; investors should check the officially published List of sectors and trades with restricted market access for foreign investors before preparing a project.

Frequently asked questions

Can a foreign investor own 100% of a company in Vietnam?

Yes, for sectors where the law and international commitments allow 100% foreign ownership. Some sectors have ownership ratio limits (e.g., logistics services, advertising, distribution, etc.).

Do all FDI projects need an IRC?

Most projects with foreign investors establishing new business organizations must complete the IRC issuance procedure before enterprise registration, except special cases under the Law on Investment.

How long does it take to establish an FDI company?

It depends on whether the project is subject to investment policy approval. For ordinary projects: about 15 days for the IRC + 3 working days for the ERC, excluding dossier preparation time and related procedures (sub-licenses, location leasing, etc.).

Notes on applying current laws

This article is for investment knowledge and is presented for reference, helping readers understand the legal issue at a general level before preparing a project. Market access conditions and investment procedures vary greatly by sector and locality. For a specific assessment of your project, please contact an ANT Legal lawyer at 0966.475.966 for verification and advice before proceeding.

Common risks to watch out for

• Applying old commitments and schedules that are no longer effective.
• Skipping the IRC step and submitting the enterprise registration dossier directly.
• Not opening an investment capital account and contributing capital in violation of foreign exchange rules.
• Failing to perform periodic investment reporting.

How ANT Legal can help

ANT Legal advises on market access conditions, drafts IRC application dossiers, carries out investment and enterprise registration procedures, and advises on investment capital accounts and post-licensing procedures for foreign investors. For quick advice, please contact our lawyers at 0966.475.966.

Related articles

• Establishing a Joint Venture with Foreign Partners in Vietnam
• Procedure for Establishing a Foreign Company’s Representative Office in Vietnam
• Procedure for Registering a Private Enterprise in Vietnam
• Rights and Obligations of Enterprises
• Procedure for Increasing Charter Capital of a Joint-Stock Company