Are you planning to invest or start a business in Vietnam but unsure where to begin? From legal documents and investment structures to licensing, tax planning, and compliance requirements, proper preparation is critical for foreign investors. This guide outlines everything foreign investors need to prepare before entering Vietnam—based on the latest laws, regulations, and practical investment experience.
Vietnam has become one of Southeast Asia’s most attractive investment destinations thanks to its political stability, competitive labor costs, growing consumer market, and strong participation in global trade agreements. However, despite its openness to foreign investment, Vietnam maintains a regulated investment framework that foreign investors must understand before entering the market.
Foreign investors who prepare thoroughly before investing often avoid delays, licensing rejections, and unnecessary compliance risks later on.
Under Vietnam’s Law on Investment, a foreign investor includes:
Foreign individuals holding non-Vietnamese nationality
Foreign companies established under foreign laws
Vietnamese companies with more than 50% foreign ownership
Once classified as a foreign investor, all investment activities—company establishment, capital contribution, or acquisition—are subject to foreign investment regulations.
Vietnam’s investment authorities carefully review foreign investment projects, especially in conditional or sensitive sectors. Lack of preparation can result in:
Rejected licensing applications
Delays in capital contribution
Inability to open bank accounts
Compliance violations after establishment
Restrictions on profit repatriation
Early preparation allows investors to structure their entry legally and efficiently.
Before entering Vietnam, foreign investors should prepare across four core areas: legal structure, documentation, financial planning, and regulatory compliance.
The first step is defining what you want to do in Vietnam. Authorities will assess your investment based on your stated business scope.
Foreign investors should clarify:
Business activities to be conducted in Vietnam
Whether the sector is open, conditional, or restricted
Whether 100% foreign ownership is allowed
Whether a Vietnamese partner is required
Whether additional licenses may apply
Sectors such as software, manufacturing, consulting, and trading are generally open, while advertising, logistics, education, fintech, and media are subject to conditions.
Foreign investors commonly choose one of the following structures:
100% foreign-owned company
Joint venture with a Vietnamese partner
Capital contribution or share acquisition in an existing Vietnamese company
Business Cooperation Contract (BCC)
Each structure has different licensing requirements, ownership implications, and compliance obligations. Choosing the wrong structure may limit operations or trigger unexpected approvals.
Document preparation is one of the most common sources of delay for foreign investors.
Foreign documents typically required include:
Passport (for individual investors)
Certificate of incorporation (for corporate investors)
Company charter and shareholder list
Financial statements or proof of financial capacity
Authorization documents for legal representatives
All foreign documents must be:
Notarized
Consular legalized
Translated into Vietnamese
Notarized in Vietnam
Incomplete or incorrectly legalized documents often lead to rejected applications.
Vietnam uses a two-step licensing system for foreign investors, and preparation for this process is essential.
The Investment Registration Certificate (IRC) approves the foreign investment project itself. It includes:
Investment objectives
Business scope
Investment capital
Location and project duration
Capital contribution timeline
Foreign investors should prepare a clear, realistic business plan. Authorities may request clarification if the scope is too broad or unclear.
The Enterprise Registration Certificate (ERC) establishes the legal entity that will operate in Vietnam.
It records:
Company name and address
Legal representative
Charter capital
Ownership structure
Registered business lines
Foreign investors must ensure that registered business lines match actual operations to avoid compliance issues.
Some sectors require additional approvals beyond IRC and ERC, such as:
Retail trading licenses
Advertising service conditions
Education operation permits
Fintech or payment licenses
Data processing or cybersecurity compliance
Foreign investors should identify these requirements early to avoid operational delays after incorporation.
Legal establishment alone is not enough. Financial compliance is a major focus of Vietnamese authorities.
Foreign investors must prepare to open a Direct Investment Capital Account in Vietnam. This account is mandatory for:
Capital contribution
Capital transfers
Profit repatriation
Recording ownership changes
Investment funds cannot be transferred directly into operational accounts.
Foreign investors must prepare:
The correct capital amount
A lawful source of funds
A capital contribution schedule
Failure to contribute capital on time or through the correct channel may lead to penalties or forced adjustments.
Foreign investors should understand Vietnam’s tax system, including:
Corporate income tax
Value-added tax (VAT)
Withholding tax for cross-border services
Transfer pricing rules (for related-party transactions)
Early tax planning helps investors avoid compliance risks and optimize operational costs.
Preparation should also extend beyond establishment to long-term operations.
Foreign-invested companies must comply with Vietnamese labor laws, including:
Written labor contracts
Social insurance contributions
Overtime and working hour regulations
Work permits or exemptions for foreign employees
Failure to comply may result in fines or restrictions on hiring foreign experts.
Companies handling personal data, digital platforms, or cross-border services must prepare for:
Personal data protection obligations
Cybersecurity compliance
Data storage and processing requirements
This is especially important for IT, e-commerce, and digital service companies.
Foreign investors should protect their IP assets early by:
Registering trademarks and copyrights
Securing IP ownership from employees and contractors
Using confidentiality and non-disclosure agreements
Vietnam follows a “first-to-file” system for IP, making early registration essential.
Many investors encounter problems not because Vietnam is restrictive—but because of poor preparation.
Common mistakes include:
Assuming all sectors allow 100% foreign ownership
Choosing the wrong investment structure
Submitting incomplete or unlegalized documents
Ignoring sector-specific conditions
Failing to plan capital transfers correctly
Overlooking post-licensing compliance obligations
Professional legal guidance significantly reduces these risks.
DEDICA Law provides comprehensive legal services for foreign investors at every stage of market entry.
Pre-investment legal assessment
Investment structure planning
IRC and ERC preparation and submission
Capital contribution and banking compliance
Industry-specific licensing advisory
Employment, tax, and data compliance guidance
Ongoing legal counsel for business operations
Our lawyers have experience working with multinational corporations, international law firms, and foreign investors across multiple industries.
Deep expertise in Vietnamese investment law
Practical, business-oriented advice
Clear communication and predictable timelines
Cost-effective and compliant solutions
Long-term partnership beyond company setup
DEDICA Law focuses on helping investors enter Vietnam safely, legally, and strategically.
Vietnam offers strong opportunities for foreign investors—but success depends on preparation. Understanding legal requirements, licensing procedures, financial compliance, and operational obligations before entering the market is essential to avoid costly mistakes.
Are you planning to invest or start a business in Vietnam?
Contact DEDICA Law for professional legal guidance and a smooth market entry strategy.
📞 Hotline: (+84) 39 969 0012 (Available via WhatsApp, WeChat, Zalo)
🕒 Working Hours: Monday – Friday (8:30 – 18:00)
Contact us today for a free initial consultation with our experienced lawyers!
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