Foreign-Invested Company Incorporation Services

Route 1 – Vietnamese company incorporation and capital transfer

Step 1: establish a company with 100% Vietnamese-owned capital. Step 2: complete the M&A approval and registration procedures to transfer part or all of the Vietnamese shareholder’s capital contribution to the foreign investor. Under the Law on Investment 2025, the transaction value declared in the M&A application dossier is the estimated transaction value, and certain acquisitions must be notified to the investment registration authority even where prior approval is not required.

Route 2 – Direct incorporation of a 100% foreign-owned company

The standard sequence is to apply for the Investment Registration Certificate (IRC) first and then complete enterprise registration (ERC). Typical timelines are 25–30 working days in Hanoi and 30–35 working days in Ho Chi Minh City.

New under the Law on Investment 2025: foreign investors that satisfy market-access conditions may establish the enterprise first (ERC) and complete the IRC procedures afterwards within the statutory time limit. IVLF will advise on the optimal sequencing for your sector and investment structure.

Company information

• Proposed company name and registered office address
• Business lines / activities
• Charter capital and capital contribution schedule
• Beneficial owner information – under the Law on Enterprises (as amended by Law No. 76/2025/QH15), enterprises must declare individuals who directly or indirectly hold 25% or more of charter capital or voting rights, or who otherwise control the company

Foreign individual investor

• Certified copy of the investor’s passport
• Bank statement or equivalent evidence of financial capacity

Foreign corporate investor

• Certified copy of the Certificate of Incorporation or Business Registration Certificate, duly consular legalised (or apostilled, where applicable)
• Audited financial statements or bank confirmation evidencing financial capacity
• Passport of the legal representative in Vietnam

When you engage IVLF, our lawyers will:

• Advise on market-access conditions, investment structure, charter capital and licensing requirements applicable to your business lines
• Advise on the IRC and enterprise registration procedures, including the ERC-first route available under the Law on Investment 2025
• Prepare the complete application dossiers and arrange execution of documents at your convenience
• Submit the applications to the Business Registration Office under the provincial Department of Finance (which has assumed this function from the former Department of Planning and Investment) and to the investment registration authority
• Monitor the process, respond to official requests and represent you before the competent authorities
• Deliver the IRC, ERC, company seal and full corporate file to you, and publish the establishment announcement on the National Business Registration Portal
• Provide post-incorporation support: digital signature (USB token), initial tax registration, e-invoice registration, bank account opening, work permits and ongoing compliance

After obtaining the ERC and before commencing operations, the company should:

• Install the company signboard at the registered office
• Open a corporate (and, where required, a direct investment) bank account
• Obtain a digital signature for e-invoicing, online tax filing and e-banking
• Submit the initial tax registration dossier to the tax authority and register for e-invoices before issuance
• Contribute the registered charter capital in full within 90 days from the ERC issuance date, unless a longer schedule is stated in the IRC
• Apply for work permits for foreign employees under Decree No. 219/2025/ND-CP – the streamlined single-step procedure now takes about 10 working days, and owners contributing VND 3 billion or more and assignments under 90 days per year are exempt
• Maintain and update the beneficial owner register and notify the business registration authority of any changes within 10 days

Good news for new investors: from 1 January 2026, the annual business licence fee has been abolished under Resolution No. 198/2025/QH15, so newly established companies no longer file business licence fee declarations.

Vietnam remains one of Asia’s most attractive destinations for foreign direct investment. Yet language barriers, evolving regulations and multi-authority procedures can slow down market entry.

Having advised more than 7,500 domestic and international clients, IVLF delivers incorporation services that are efficient, transparent and fully compliant – with one team handling licensing, tax, banking and immigration from start to finish.