Company Incorporation Vietnam: Foreign-Invested Company 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.

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. 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

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
• 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
• 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.

Formation & founder agreements

The right entity and cap table from day one, plus founder agreements covering vesting, roles and exits – the clauses that prevent co-founder disputes later.

ESOP & talent

Employee stock option plans that work under Vietnamese corporate and labour law, employment contracts and IP assignment so the company actually owns what it builds.

Fundraising

Convertible instruments and priced rounds: term sheets, SHA/SSA negotiation, foreign investor approvals and DICA capital routing – closing rounds without licensing surprises.

Commercial contracts & compliance

Customer and supplier templates, data protection basics, sub-licences for conditional sectors and a compliance calendar that scales with you.

Exit readiness

Clean corporate records, UBO filings and due diligence preparation – so an acquisition or Series B never stalls on housekeeping.

A business operating without a strategy is like a ship setting sail without a compass. Leaders often seek business strategy advisory when facing three core problems:

• Stagnant growth momentum: revenue plateaus or declines for several consecutive quarters despite continuous marketing spend
• Uncontrolled scaling: growing too fast but the governance system, cash flow, and supply chain cannot keep up, leading to internal fractures
• Lack of adaptability: new competitors, disruptive business models, or changes in consumer habits rendering the old model obsolete

Planning short-term and long-term development roadmaps

• Comprehensive context analysis: assessing core internal capabilities and researching external macroeconomic factors (SWOT, PESTLE models)
• Setting strategic goals: defining the 3-year and 5-year vision and breaking it down into key targets for each quarter and year
• Optimal resource allocation: advising on allocating budget, personnel, and time to core business areas to maximize return on investment

Model transition and scaling strategy

When a business moves past the startup phase toward a larger ecosystem – for example transitioning from a simple distribution company to a Joint Stock Group Company model – strategic consulting means restructuring the entire system: establishing subsidiaries for each segment, building centralized cash flow management, and ensuring the new model strictly complies with local tax regulations and financial reporting.

Diagnosing and resolving operational bottlenecks

• Business Process Reengineering (BPR): eliminating cumbersome management steps and automating workflows to cut sunk costs
• Talent retention strategy: compensation mechanisms, succession planning, and corporate culture to attract and retain senior personnel
• Comprehensive risk management: identifying market, financial, and legal risks to build contingency plans

• Convergence thinking: evaluating strategy through a synthesized commercial, operational, and legal lens
• Profound practical experience advising on dozens of M&A deals, corporate restructuring campaigns, and multi-million dollar fundraising rounds
• Hand-holding approach: setting clear KPIs and participating in regular review meetings with the Board of Management

Step 5 – Review & Refine: periodically monitoring execution efficiency and adjusting to ensure the business stays on target.

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.

Company incorporation Vietnam is faster in 2026 because eligible foreign investors can now register the company before obtaining the investment certificate, so the company can open bank accounts, lease premises and sign preliminary contracts earlier. The investment certificate still has to be obtained within a fixed period afterwards. Registration filings also require the individuals behind every holding layer to be identified. The right route depends on the sector, the capital plan and the timetable.

Official information: National Business Registration Portal.