Guide To Establishing A Foreign-Invested Company In Vietnam

May 20

With open investment policies and an increasingly favorable business environment, Vietnam has become an attractive destination for foreign investors. However, establishing a foreign-invested company in Vietnam requires compliance with a detailed legal process. This article provides a step-by-step guide to help investors understand and follow the correct procedures in accordance with Vietnamese law.

1. Legal Basis

The establishment of a foreign-invested enterprise in Vietnam is governed by the following key legal documents:

Law on Investment 2020
Law on Enterprises 2020
Decree No. 31/2021/ND-CP guiding the implementation of the Law on Investment
Decree No. 01/2021/ND-CP on enterprise registration

2. Determine the Appropriate Form of Investment

Before proceeding with the procedures, foreign investors must identify the most suitable investment form. The most common options include:

Establishing a new economic organization in Vietnam (wholly foreign-owned or joint venture)
Contributing capital, purchasing shares or capital contributions in an existing Vietnamese company

This article focuses on the process of establishing a new foreign-invested economic organization in Vietnam.

3. Procedures for Establishing a Foreign-Invested Company

Step 1: Obtain Investment Policy Approval (if required)

Not all investment projects require policy approval. However, investors must obtain approval from the People’s Committee of the province if the project falls under one of the following categories:

Investment capital of VND 300 billion or more
Projects related to national defense or security
Projects that require land use in sensitive areas or involve land use conversion

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

Required documents include:

Application for implementation of the investment project
Documents proving the investor’s financial capacity
Proposal for the investment project (objectives, scale, location, etc.)
Copy of passport (for individuals) or business registration certificate (for organizations)

Authority in charge: Department of Planning and Investment (DPI) where the company’s head office is located
Processing time: 15 working days from the date of receiving a valid application

Step 3: Apply for the Enterprise Registration Certificate (ERC)

After obtaining the IRC, the investor shall proceed with the standard enterprise registration process, submitting the following documents:

Application for enterprise registration
Company charter
List of members or founding shareholders
Copy of the legal representative’s identity document
Capital contribution decision (for institutional investors)

Processing time: 3 – 5 working days

Step 4: Post-Incorporation Procedures

After being granted the ERC, the enterprise must complete the following steps:

Create and register the company seal
Announce enterprise registration information on the National Business Registration Portal
Register for tax, open a bank account, and obtain a digital signature certificate
Contribute capital in full within 90 days from the date of establishment

4. Notes for Foreign Investors

Certain business lines are subject to foreign investment conditions. Investors should carefully check regulations on ownership limits, investment forms, and technical requirements.
If the company is located in an industrial park, export processing zone, or high-tech zone, the procedures shall be carried out at the management board of the respective zone instead of the Department of Planning and Investment.
Investors must provide consular legalized documents and certified Vietnamese translations when submitting documents for use in Vietnam.

5. Legal Support Services for Establishing Foreign-Invested Companies

Handling foreign investment procedures independently in Vietnam requires both legal knowledge and practical experience. With a team of lawyers specializing in foreign investment and enterprise establishment, Dedica Law Firm is committed to assisting investors with:

Comprehensive consulting on procedures, investment sectors, locations, and investment forms
Drafting and submitting applications for IRC and ERC in compliance with legal requirements
Post-establishment support: bank account opening, tax registration, company seal creation, capital contribution reporting, and more

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.