A foreign invested company is the standard vehicle for doing business in Vietnam with overseas capital – and incorporating one is a documents game. This guide lists exactly what a foreign invested company needs, from the investor’s side and the Vietnamese side, before the licensing clock even starts.
What counts as a foreign invested company
Any Vietnamese enterprise with foreign ownership falls under the investment law regime, but the procedural weight shifts at thresholds: majority foreign ownership brings the full licensing path, while minority stakes in unconditional sectors move lighter. The step-by-step setup guide covers the process; this article covers the inputs.
The investor-side documents
For corporate investors
Certificate of incorporation, charter or equivalent, latest audited financials or a bank balance confirmation, and the decision authorising the Vietnamese investment – all consularised and legalised in the home country, then translated. Legalisation is the long pole: order it the week you decide, not the week you file.
For individual investors
Passport copies and bank statements proving capital capacity. Simpler on paper, but banks scrutinise individual capital sources closely under anti-money-laundering rules.
The capital question
No general minimum exists, yet the licensing authority must find the capital adequate for the registered scope. A foreign invested company registering ambitious lines on token capital invites questions; our practice is to size capital against the first eighteen months of the business plan and document the logic.
The Vietnam-side inputs
A qualifying registered address – serviced offices work for services businesses; manufacturing needs premises with proper land documents. A legal representative resident in Vietnam or willing to appear. And the charter decisions that govern the foreign invested company for years: management structure, reserved matters, capital contribution schedule with the statutory 90-day deadline in mind – the deadline our in-kind contribution case study shows in action.
After the certificates
A foreign invested company is born at registration but becomes operational only after the post-licensing sequence: seal, tax registration, e-invoice setup, capital account opening, capital contribution, and the beneficial ownership declarations now required. Miss the sequence and the first audit finds it – our incorporation team runs it as one checklist.
Foreign invested company: frequently asked questions
Can one investor own 100%?
In most sectors yes – wholly foreign invested companies are the norm outside the capped industries listed in the ownership limits guide.
How long until the company can sign contracts?
From complete documents: three to five weeks to certificates, another one to two for the operational steps. The honest total is six to eight weeks for a clean services case.
Where are the official procedures published?
Business registration now sits with provincial Departments of Finance – portals are consolidated via the Ministry of Finance.
Charter capital: how much a foreign invested company really needs
Vietnam sets no general minimum, but the licensing authority reviews whether declared capital plausibly funds the business plan. In practice, service companies file with fifty to one hundred thousand USD equivalent; trading and manufacturing projects file higher to cover inventory or plant. Capital must be contributed within ninety days of the Enterprise Registration Certificate through the direct investment capital account – missing that deadline requires a formal reduction filing and flags the company for scrutiny. Contributions in kind, such as machinery or vehicles, are permitted with valuation papers.
Naming, address and legal representative rules
The company name must be distinguishable in the national registry and is checked before filing. The registered address must be a real, lease-evidenced premises – residential apartments are rejected, and shared or virtual offices are accepted only for certain service lines. At least one legal representative must reside in Vietnam; foreign nationals in the role will later need a work permit or exemption certificate, which is worth sequencing at the start rather than discovering at the first bank appointment.
Frequently asked questions
How long does the whole checklist take end to end?
For an unconditional sector with clean parent documents: two weeks of preparation and legalisation follow-up, three to four weeks for the Investment Registration Certificate, one week for the Enterprise Registration Certificate, then two to three weeks of post-licensing steps. Ten to twelve weeks is a realistic plan; conditional sectors add the sub-licence timeline on top.
Can an existing foreign invested company add new business lines later?
Yes – both certificates are amended through a filing that typically takes two to three weeks, provided the new lines are open to foreign ownership. This is routine, but each amendment reopens the file to review, which is why drafting business lines with reasonable breadth at incorporation saves cost later.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
