5 Steps to Establish a 100% Foreign-Owned Company in Vietnam

Establishing a 100% foreign-owned company in Vietnam has become an increasingly popular investment choice for many foreign businesses and individuals looking to enter this promising market. However, to ensure a smooth and lawful process, investors must clearly understand the procedures, mandatory requirements, and necessary legal documents. In this article, DEDICA outlines the five key steps to help foreign investors successfully and legally establish a 100% foreign-owned enterprise in Vietnam.

Step 1: Determine Business Lines and Check Investment Conditions

Before proceeding, the investor must define the intended business activities. Not all business sectors permit full foreign ownership. Some sectors have ownership restrictions or require a Vietnamese partner.

To assess feasibility, the investor should:

• Compare the proposed business lines with Vietnam’s WTO and FTA commitments;

• Review the list of conditional investment sectors under the 2020 Investment Law;

• Check relevant sector-specific laws (e.g., health, education, logistics).

Thorough preparation at this stage minimizes the risk of investment application rejection.

Step 2: Apply for the Investment Registration Certificate (IRC)

The IRC is the first mandatory legal document to legalize foreign investment activities in Vietnam.

The IRC application typically includes:

• Investment proposal letter;

• Financial capacity documents (bank statements, financial reports, etc.);

• Passport (for individuals) or business registration certificate (for entities);

• Office lease agreement;

• Technology explanation if the project uses restricted technologies.

Processing time is usually 15–20 working days, but may take longer for conditional sectors.

Step 3: Register the Enterprise and Obtain the Enterprise Registration Certificate (ERC)

Once the IRC is issued, the investor must register the business and obtain the ERC in accordance with the Enterprise Law.

Required documents for the ERC:

• Enterprise registration application form;

• Company charter (bilingual if applicable);

• List of founding members/shareholders;

• Legal documents of the investors;

• The issued IRC.

The Business Registration Office (under the Department of Planning and Investment) issues the ERC within 3–5 working days if the dossier is valid.

Step 4: Public Disclosure and Company Seal Registration

After receiving the ERC, the company must:

• Publicly disclose its registration on the National Enterprise Registration Portal (within 30 days);

• Make and register the company seal (optional);

• Purchase a digital signature for tax filings and online transactions.

Failure to fulfill these obligations may result in administrative penalties.

Step 5: Post-Incorporation Compliance

This final step enables the company to begin official operations:

• Open a corporate bank account and investment capital account;

• Contribute charter capital within 90 days as committed;

• Register with the tax authority and submit initial tax declarations;

• Register to use electronic invoices;

• Declare employees and register for social insurance contributions.

Additionally, the company should prepare internal accounting processes, labor contracts, and operational policies.

DEDICA – Your Trusted Partner for Foreign Investment in Vietnam
While the process of establishing a 100% foreign-owned company in Vietnam has become more streamlined, it still contains legal risks, especially if the investor is unfamiliar with local regulations or fails to prepare a proper dossier. Errors in business lines, office address, or incomplete financial documents may delay or derail the process.

DEDICA is proud to be a legal expert specializing in foreign investment. We offer:

• Strategic investment consulting tailored to your business goals;

• Full support for IRC and ERC applications;

• Assistance with bank account setup, capital contribution, tax and invoice registration;

• Ongoing legal consultancy for FDI companies.

Let DEDICA support your business journey in Vietnam—from the initial step to full-scale operation. Contact us for personalized, professional assistance.

Contact DEDICA Law Firm today for expert legal advice!

• Phone: (+84) 39 969 0012 (We are available on WhatsApp, WeChat and Zalo)

• Head Office: 144 Vo Van Tan Street, Vo Thi Sau Ward, District 3, Ho Chi Minh City, Vietnam

• Hours: Monday–Friday (8:30 am – 6:00 pm)

Call us now or leave us a message to get advice. Initial consultation is free of charge.