This article provides general information only and is not legal advice for any specific case. Regulations may change – please consult a professional before acting.
Vietnam remains a magnet for foreign direct investment thanks to political stability, competitive labour costs and strong growth. This guide walks through the documents, procedure, timeline and costs of setting up a foreign-invested (FDI) company in Vietnam, updated for the current legal framework.
What Counts as an FDI Company?
An FDI company is an enterprise established in Vietnam with foreign investors holding 1% or more of capital – either 100% foreign-owned or a joint venture with Vietnamese partners. Under the Law on Investment, foreign investors may establish companies in Vietnam subject to conditions on business lines, ownership ratios and licensing procedures. Note: under the new Law on Investment 2025 (effective March 2026), qualifying investors may also incorporate first (ERC) and complete investment registration afterwards.
Documents to Prepare
For the foreign investor
- Valid passport / ID (notarised); Certificate of Incorporation for corporate investors;
- Audited financial statements for the last two years or a bank balance confirmation proving financial capacity.
For the Vietnamese company
- Investment project proposal; office lease agreement; draft company charter;
- Supporting documents: evidence of the right to use the business location; joint-venture contract (if any).
The Three-Step Procedure
Step 1 – Investment Registration Certificate (IRC)
Filed with the provincial Department of Finance (or industrial-zone management board). Statutory processing: 15 working days.
Step 2 – Enterprise Registration Certificate (ERC)
Filed after the IRC. Processing: 5–7 working days.
Step 3 – Seal, Bank Accounts and Tax Registration
Carve the corporate seal, open the investment capital account and transaction accounts, and register for e-tax.
Timeline and Estimated Costs
- IRC: ~15 days – USD 2,500–5,000;
- ERC: 5–7 days – USD 500–1,000;
- Post-licensing steps: ~5 days – USD 300–500;
- Total: ~25 working days – USD 3,300–6,500 (depending on entity type, business lines and service scope).
Key Points Foreign Investors Must Watch
- Conditional sectors: securities, banking, telecoms and others carry specific conditions;
- Ownership ratio: 100% ownership is generally permitted except in capped sectors;
- Capital contribution deadline: charter capital must be fully contributed within 90 days of ERC issuance;
- Periodic reporting to the investment authority is mandatory.
Why Set Up in Vietnam?
Access to a market of nearly 100 million people; CIT exemptions/reductions of 4–9 years for priority projects; and export expansion through EVFTA, CPTPP and RCEP.
Frequently Asked Questions
Can a foreign investor own 100% of a Vietnamese company?
Yes – except in conditional business lines with ownership caps.
How long does FDI company formation take?
On average 25–60 days depending on the sector and dossier readiness.
Is there a general minimum capital requirement?
No statutory minimum applies across the board, but certain sectors impose minimum capital.
Can an FDI company hire foreign employees?
Yes – with work permits or applicable exemptions under Decree 219/2025.
Ready to enter the Vietnamese market?
Our Company Services team handles IRC, ERC and every post-licensing step from USD 2,000. Contact us for a free consultation and fee quote within 24 hours.
