Vietnam: Forms of establishing a foreign-invested company in Vietnam

Pham Hong Manh · Apolat Legal

1. Direct Establishment of a Company(1)

Step 1: Apply for an Investment Registration Certificate (“IRC”): 

Required documents include(2):  

  • A written request to implement the investment project, including a commitment to bear all expenses and risks if the project is not approved; 
  • Documents proving the investor’s legal status: Copy of legal identification (ID card/passport for individuals; Certificate of incorporation or equivalent for organizations); 
  • Documents proving the investor’s financial capacity, including at least one of the following: The investor’s financial statements for the last two years; Commitment of financial support from the parent company; Commitment of financial support from a financial institution; Guarantee of financial capability from a third party; Other documents demonstrating financial capacity, such as bank statements; 
  • Investment project proposal, including: Investor identity or investor selection method; Investment objectives; Investment scale; Investment capital and funding plan; Project location, duration, implementation timeline; Information on current land use at the project site and proposed land use needs (if any); Labor needs; Proposed investment incentives; Socio-economic impacts and effectiveness of the project; Preliminary environmental impact assessment (if applicable under environmental law); 
  • Land use right documents or other evidence proving the right to use the project site. 

Competent authority(3): The Department of Finance of the province/city where the company’s head office is intended to be located, or the Management Board of an industrial zone, export-processing zone, high-tech zone, or economic zone (if the project is located in such zones). 

Processing time(4): 15 days from the date of receiving a complete and valid application. 

Step 2: Apply for an Enterprise Registration Certificate (“ERC”): 

Required documents depend on the type of enterprise and include(5):  

  • Application form for enterprise registration; 
  • Company charter; 
  • List of members (for multi-member limited liability companies) or list of founding shareholders and foreign shareholders (for joint stock companies); 
  • The IRC obtained in Step 1; 
  • Legal documents of the members/shareholders (ID card/passport for individuals; Certificate of incorporation or equivalent for organizations); 
  • Power of attorney and legal documents of the authorized representative (if any). 

Competent authority(6): At the Business Registration Office under the Department of Finance of the province/city where the company’s head office is located. 

Processing time(7): 03 working days from the date of receiving a complete and valid application. 

Step 3: Opening a direct investment capital account at a licensed commercial bank and proceed with capital contribution. 

2. Indirect Establishment of a Company(8)

Step 1: Establish a 100% Vietnamese-owned company, similar to Step 2 above. 

Step 2: Register for foreign investors to contribute capital or purchase shares/equity in the Vietnamese company. 

Foreign investors must complete the registration procedure before changing the members/shareholders in the following cases:  

  • The contribution/purchase increases foreign ownership in sectors subject to conditional market access for foreign investors; 
  • The contribution/purchase results in foreign investors holding over 50% of the charter capital, including: An increase from ≤ 50% to > 50%; any increase if foreign investors already hold > 50% of the charter capital. 

Required documents include(9):  

  • Application for capital contribution/share purchase/equity acquisition; 
  • Legal documents of the foreign investor (ID card/passport for individuals; Certificate of incorporation or equivalent for organizations); 
  • ERC issued in Step 1; 
  • Preliminary agreement on the capital contribution/share purchase between the foreign investor and the current owners/shareholders/members of the Vietnamese company. 

Competent authority(10): The Department of Finance of the province/city where the Vietnamese company is located or the Management Board of the relevant zone (if applicable). 

Processing time(11): 15 days from the date of receiving a complete and valid application.. 

Step 3: Open a direct or indirect investment capital account at a licensed commercial bank and carry out capital contribution or transfer payment transactions. 

Step 4: Amend the ownership/member/shareholder/capital information in the ERC within 10 days from the date of change(12)


(1) Clause 1, Article 21 of the Investment Law 2020.

(2) Clause 1, Article 33 of the Investment Law 2020. 

(3) Clause 1, Clause 2, Article 39 of the Investment Law 2020.

(4) Clause 3, Article 36 of Decree 31/2021/ND-CP.

(5) Article 23, Article 24 Decree 01/2021/ND-CP.

(6) Clause 5 Article 26 Law on Enterprises 2020.

(7) Clause 5 Article 26 Law on Enterprises 2020.

(8) Clause 2 Article 21 Law on Investment 2020.

(9) Article 66 of Decree 01/2021/ND-CP.

(10) Clause 2 of Article 66 of Decree 01/2021/ND-CP.

(11) Clause 3 of Article 66 of Decree 01/2021/ND-CP.

(12) Clause 2 of Article 30 of the Enterprise Law 2020.

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