Establishing a Joint Venture Company with Foreign Investors in Vietnam

Short answer: “Joint venture company” is the common term for a foreign-invested enterprise jointly established in Vietnam by Vietnamese and foreign investors contributing capital. To set up, the foreign investor must complete investment approval/registration procedures to obtain an Investment Registration Certificate (IRC), then register the enterprise to obtain an Enterprise Registration Certificate (ERC). This article provides detailed guidance on conditions, dossiers and procedures under the Law on Investment 2025 (No. 143/2025/QH15, effective from 01/03/2026) and Decree 96/2026/ND-CP (effective from 31/03/2026, replacing Decree 31/2021/ND-CP).

Legal basis for establishing a joint venture company with foreign investors

• The Law on Investment 2025 (No. 143/2025/QH15, effective from 01/03/2026);
• Decree 96/2026/ND-CP detailing and guiding the implementation of certain articles of the Law on Investment (effective from 31/03/2026, replacing Decree 31/2021/ND-CP);
• The Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15);
• Decree 168/2025/ND-CP on enterprise registration (replacing Decree 01/2021/ND-CP, effective from 01/07/2025).

What is a joint venture company with foreign investors?

Current law does not use the term “joint venture company” as a separate enterprise type. It is the common name for a foreign-invested economic organization established by domestic and foreign investors jointly contributing capital, purchasing shares or purchasing capital contributions. A joint venture company is organized under one of the enterprise types provided in the Law on Enterprises 2020, most commonly a multi-member limited liability company or a joint-stock company.

Conditions for establishing a joint venture company with foreign investors

1. Market access conditions

Under Article 8 of the Law on Investment 2025, foreign investors are subject to the same market access conditions as domestic investors, except for business lines on the Government-issued List of business lines with restricted market access for foreign investors (issued with Decree 96/2026/ND-CP, detailing Article 8). For business lines with restricted market access, foreign investors must satisfy conditions on: the foreign investor’s charter capital ownership ratio in the economic organization; form of investment; scope of investment activities; investor capacity and participating partners; and other conditions prescribed by law and international treaties to which Vietnam is a party. In some business lines, foreign investors are not yet granted market access or are granted conditional access (for example: certain services, logistics, advertising, education…).

2. Conditions on financial capacity and the investment project

Investors must demonstrate financial capacity to implement the investment project, have a project proposal consistent with master plans, and satisfy business investment conditions (if the business lines are conditional).

3. Conditions on location and other approvals

Depending on the nature of the project, investors may additionally need: investment policy approval (for projects subject to investment policy approval), environmental impact assessment, site agreement, and sub-licenses for conditional business lines.

Procedures for establishing a joint venture company with foreign investors

Step 1. Apply for an Investment Registration Certificate (IRC)

For projects with foreign investors, the investor submits a dossier requesting an Investment Registration Certificate to the investment registration agency (the Management Board of industrial parks, export processing zones, hi-tech parks or economic zones, or the Department of Finance, as decentralized). The dossier includes: a written request to implement the investment project; documents on the investor’s legal status; the investment project proposal; documents proving financial capacity; a proposal on land use demand (if any); and technology explanation (if required). The current statutory processing time for IRC issuance and adjustment is set out in Article 39 of Decree 96/2026/ND-CP; longer where the project is subject to investment policy approval.

Step 2. Register the enterprise (ERC)

After being granted the IRC, the investor carries out enterprise registration procedures at the Business Registration Office under the Department of Finance to obtain an Enterprise Registration Certificate. The dossier includes: the enterprise registration application; the company charter; the list of members/shareholders; copies of the legal documents of members, shareholders and the legal representative; and a copy of the Investment Registration Certificate.

Step 3. Post-establishment procedures

• Publish the enterprise registration contents on the National Portal for Enterprise Registration;
• Open an investment capital account at a licensed bank to make capital contributions and transfer profits;
• Contribute the full charter capital within 90 days from the date of issuance of the Enterprise Registration Certificate;
• Register for tax and e-invoices; display the signboard at the head office;
• Obtain sub-licenses for conditional business lines (if any);
• Register labor and social insurance for employees; obtain work permits for foreigners working in Vietnam (if any).

Foreign investors’ capital contributions — key points to note

• Capital contributions, share purchases and capital contribution purchases by foreign investors in certain cases must complete the procedure for registration of capital contribution, share purchase or capital contribution purchase at the investment registration agency before changing the enterprise registration.
• Capital contribution cash flows and outward profit remittances must be made through an investment capital account opened at a licensed bank in Vietnam.
• The foreign investor’s ownership ratio must not exceed the permitted cap for business lines subject to conditional market access.

Frequently asked questions

How long does it take to establish a joint venture company with foreign investors?

The timeline depends on the nature of the project: projects not subject to investment policy approval are granted the IRC within the statutory period set out in Article 39 of Decree 96/2026/ND-CP; projects subject to investment policy approval take longer. After obtaining the IRC, enterprise registration is processed within 03 working days if the dossier is valid. Enterprises should allow additional time for dossier preparation and sub-licenses.

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

Yes, for business lines where the law allows foreign investors unrestricted market access in terms of ownership ratio. For business lines subject to conditional market access, the ownership ratio is limited as prescribed. In such cases the enterprise is usually called a 100% foreign-owned company rather than a joint venture company.

Is a joint venture company entitled to investment incentives?

A joint venture company may enjoy investment incentives (corporate income tax incentives, land rental exemptions/reductions…) if the project satisfies the conditions on incentivized business lines or incentivized locations. Under the Law on Investment 2025, incentivized business lines and incentivized locations (including industrial parks, industrial clusters, export processing zones, hi-tech parks…) are set out in Article 15 of the Law. The specific incentives are recorded in the Investment Registration Certificate.

Notes on applying current legal provisions

This article belongs to the investment–enterprise knowledge group and is presented for reference, helping readers understand the legal issue at an overview level before preparing dossiers or carrying out procedures. Legal provisions, market access conditions and administrative procedures may change over time, by business line and locality. Where it is necessary to determine the exact legal basis applicable to your project, you should contact an ANT Legal lawyer at 0966.475.966 for review and advice before proceeding.

Common risks to note

• Applying legal texts that have been amended, supplemented or replaced.
• Failing to check the market access conditions of the intended business lines.
• Preparing incomplete dossiers or documents proving the investor’s financial capacity.
• Making capital contribution cash flows outside the investment capital account as required.

How can ANT Legal help?

ANT Legal assists in reviewing market access conditions, transaction structuring and investment plans; drafting dossiers for the Investment Registration Certificate and enterprise registration; advising on sub-licenses, tax obligations and post-investment compliance. For quick advice, you may contact a lawyer at 0966.475.966.

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This article was reviewed by ANT Legal’s AI Legal Council under a 7-step internal process (cross-checked against current law — Decree 96/2026/ND-CP and the Investment Law 2025, effective 31/3/2026 and 01/3/2026). This is not confirmation that a human lawyer has reviewed your specific case.