How to Set Up a Foreign-Invested (FDI) Company in Vietnam: Procedure, Timeline and Costs

Legal update (September 2026): This article reflects the Law on Investment No. 143/2025/QH15, effective from 1 March 2026, Decree No. 96/2026/ND-CP and the current rules on enterprise registration. It provides general information only and is not legal advice for a specific project.

Vietnam’s 2025 Investment Law has materially simplified market entry for foreign investors. A foreign investor may now establish the Vietnamese economic organisation first and then complete the investment registration procedure for its project. This guide explains the updated sequence to set up an FDI company in Vietnam: obtain the Enterprise Registration Certificate (ERC), complete essential corporate, banking and tax arrangements, and then obtain the Investment Registration Certificate (IRC) before implementing the investment project.

What Changed Under the 2025 Investment Law?

Under Article 19.2 of the Law on Investment No. 143/2025/QH15, a foreign investor may establish an economic organisation to implement an investment project before applying for or amending an IRC. At the enterprise-registration stage, the foreign investor must already satisfy the applicable market-access conditions under Article 8, including any restrictions on business lines, foreign ownership, investment form, investor capacity or other conditions imposed by Vietnamese law and applicable treaties.

The ERC-first rule does not mean that the company may immediately implement every project activity. Projects subject to investment-policy approval, land, construction, environmental, specialised business or other licences must still complete the relevant procedures. The company should not implement the investment project until the required IRC and other approvals have been obtained.

Documents to Prepare

Foreign investor documents

• Passport or other legal-status documents for an individual investor;
• Certificate of incorporation, charter and authorised-representative documents for a corporate investor;
• Corporate approvals authorising the Vietnam investment and appointment of representatives;
• Evidence of financial capacity, such as audited financial statements, bank confirmation or funding commitments;
• Consular legalisation, Vietnamese translation and certification where required.

Company and project documents

• Proposed company name, registered office, business lines, charter capital, ownership structure and legal representative;
• Company charter and list of members or founding shareholders;
• Investment project proposal, implementation schedule, capital and funding plan;
• Documents supporting the proposed project location and the right to use the premises;
• Technology, land-use, construction, environmental or sector-specific materials where applicable.

The Updated Three-Step Procedure

Step 1 – Enterprise Registration Certificate (ERC)

The foreign investor first files the enterprise-registration dossier with the competent provincial business registration authority in accordance with the Law on Enterprises and Decree No. 168/2025/ND-CP, as amended by Decree No. 296/2026/ND-CP. The filing must disclose the proposed owners or shareholders, business lines, charter capital, registered office and legal representative. Foreign market-access conditions are assessed at this stage.

For a complete and valid dossier, the statutory enterprise-registration period is generally three working days. Once issued, the ERC records the company’s enterprise code, which is also its tax identification number. An ERC confirms the company’s legal establishment; it is not, by itself, approval to implement an investment project or conduct a conditional business activity.

Step 2 – Seal, Bank Accounts and Tax Registration

After receiving the ERC, the company completes the essential corporate setup. The company may decide the form, number and management of its seal in accordance with the Law on Enterprises; a physical carved seal is not mandatory in every case. It should also register digital signatures and electronic invoices where required, activate electronic tax services, arrange accounting records, display the company name at its registered office and complete applicable beneficial-owner and post-registration disclosures.

The company may open ordinary payment accounts and should coordinate with its licensed bank on the required direct investment capital account and the correct route for foreign-capital contributions under the foreign-exchange rules, including Circular No. 06/2019/TT-NHNN as subsequently amended. Account opening does not authorise premature implementation of a project that still requires an IRC. Capital remittance, contribution timing and payment descriptions should be aligned with the ERC, the forthcoming IRC and the bank’s compliance requirements.

Step 3 – Investment Registration Certificate (IRC)

The newly incorporated foreign-invested company then files the project dossier with the competent investment registration authority under the Law on Investment 2025 and Decree No. 96/2026/ND-CP. Depending on the location and type of project, the authority may be the provincial finance authority or the management board of an industrial park, export-processing zone, high-tech park or economic zone.

The dossier normally covers the investors and company, objectives, scale, location, capital, funding sources, duration, implementation schedule, labour needs, land and premises, technology and any requested incentives. The authority will review consistency with market-access rules, planning, land and specialised legislation. If the project requires investment-policy approval, that procedure must also be completed in the applicable sequence.

For a project not subject to investment-policy approval, an IRC is generally issued within the statutory period after receipt of a valid dossier, subject to the project-specific review prescribed by Decree No. 96/2026/ND-CP. Actual timing may be longer where the authority requests clarification, consults another agency or reviews a conditional sector.

Indicative Timeline

• ERC: generally 3 working days from a valid dossier;
• Corporate, bank and tax setup: commonly 5–10 working days, depending on the bank and registrations required;
• IRC: commonly around 15 working days for a straightforward project not requiring investment-policy approval, counted from a valid dossier;
• Overall planning range: often 20–45 working days, but longer for conditional sectors, land-intensive projects or projects requiring additional approvals.

Professional fees and government charges vary materially with the ownership structure, business lines, project location, capital, legalisation requirements and scope of post-licensing work. A project-specific quote is more reliable than a single advertised package price.

Key Compliance Points for Foreign Investors

• Market access comes first: the ERC-first sequence does not remove foreign-ownership caps or sector conditions.
• ERC is not project approval: do not commence an IRC-regulated investment project solely on the basis of the ERC.
• Capital contribution: the enterprise-law deadline is generally 90 days from ERC issuance, but the contribution method and timing must also be reconciled with investment and foreign-exchange requirements.
• Banking route: use the correct capital account and transaction description; an incorrect remittance may delay recognition of the contribution.
• Conditional licences: education, logistics, retail, travel, finance, employment, telecoms and other regulated activities may require additional licences or operating conditions.
• Reporting: comply with investment, enterprise, tax, accounting, labour and statistical reporting obligations after licensing.

Frequently Asked Questions

Must a foreign investor obtain the IRC before the ERC?

No. From 1 March 2026, Article 19.2 of the Law on Investment 2025 permits the foreign investor to establish the economic organisation first and then apply for the IRC. Market-access conditions must nevertheless be satisfied when the company is established.

Can the company trade immediately after the ERC is issued?

Not necessarily. The ERC creates the legal entity, but the company must wait for the IRC and any relevant sector licences before implementing activities that require those approvals.

Can a foreign investor own 100% of the company?

Often yes, but the answer depends on the business line, Vietnam’s market-access schedule, applicable treaties and sector-specific rules.

Is there a general minimum charter capital?

There is no single minimum for all FDI companies. Regulated sectors may impose legal capital, while the proposed capital must in all cases be credible for the project’s size, schedule and operating needs.

Which rules govern the updated process?

The main instruments include the Law on Investment No. 143/2025/QH15, Decree No. 96/2026/ND-CP, the Law on Enterprises, Decree No. 168/2025/ND-CP as amended by Decree No. 296/2026/ND-CP, and applicable tax, banking, foreign-exchange and sector-specific regulations.

How IVLF Advisors Can Help

Our foreign-invested company incorporation team can review market-access conditions, prepare the ERC and IRC dossiers, coordinate bank-account and capital-contribution steps, and identify the licences required before operations begin. Contact IVLF Advisors for a case-specific roadmap and fee proposal.

Practical Checklist to Set Up an FDI Company in Vietnam

Before you set up an FDI company in Vietnam, it helps to turn the proposed investment into a short, decision-ready checklist. The licensing path, supporting documents and expected timing depend on the intended business activities, the investors? structure and the project location. Clarifying those points early makes the filing process more predictable and reduces the need for late changes to the application dossier.

• Confirm the investment model: decide whether the project will be wholly foreign-owned, a joint venture, or involve a later capital contribution or share acquisition.
• Define the business lines: describe the planned activities precisely and identify any market-access, licensing or professional conditions that may apply.
• Prepare investor documents: corporate investors normally need current constitutional, registration and authorisation documents; individual investors need identity and supporting financial documents.
• Plan the registered capital: the amount should be credible for the project?s operating needs, premises, staffing and early expenses, rather than selected in isolation.
• Choose the project location: a registered office, factory, warehouse or other premises may need supporting evidence before the investment dossier is filed.

Common Delays When You Set Up an FDI Company in Vietnam

Many delays arise not from the filing sequence itself, but from inconsistencies between the business plan, the charter capital proposal and the supporting documents. Investors should ensure that the project description, scope of activities and financial assumptions tell the same story across the application. Documents issued overseas may also require time for legalisation, translation or certification, so they should be planned well before the intended filing date.

Where an activity is conditional or subject to foreign-ownership restrictions, it is prudent to assess the proposed structure before making commercial commitments. A clear early review can avoid having to revise the lease, capital plan or business lines after the application has already been prepared.

Next Steps for Your Vietnam Investment Project

Setting up an FDI company is only the first stage of a Vietnam market-entry project. After incorporation, the company may need to open the appropriate accounts, make capital contributions on schedule, complete tax and labour registrations, and obtain sector-specific approvals where relevant. For more detail on the wider process, see our foreign-invested company incorporation services in Vietnam and our guide to FDI companies in industrial zones.

FDI Company in Vietnam: 7 Essential Steps Before Filing

An FDI company in Vietnam should be planned as a commercial project as well as a registration exercise. Before filing, investors should align the ownership structure, proposed activities, capital plan and premises with the documents that will support the application. This approach helps the FDI company in Vietnam present a consistent and credible project from the outset.

1. Identify the investors and ownership route. Confirm whether the FDI company in Vietnam will be wholly foreign-owned, jointly owned, or established through an acquisition or contribution route.
2. Describe the intended business activities precisely. The project description should match the services, products and operational model that the company actually expects to use.
3. Check market-access conditions early. Some activities may require a tailored structure, additional approvals or evidence before the ordinary registration sequence can proceed.
4. Prepare a realistic capital and funding plan. Registered capital should be supported by the scale of the proposed FDI company in Vietnam, including premises, staffing and operating requirements.
5. Gather investor documents in advance. Corporate records, authorisations and financial documents may need formalities before they can support a Vietnam filing.
6. Confirm the premises and implementation schedule. The location and timing should be consistent with the project description and the company?s first-stage operations.
7. Plan post-registration actions. Account opening, capital contribution, tax and employment steps should be scheduled before the FDI company in Vietnam begins trading.

How to Avoid Delays for an FDI Company in Vietnam

Delays often follow from details that appear minor at the outset: inconsistent descriptions of the business, unclear authority documents, an unprepared location file or a capital proposal that does not support the stated project. A coordinated review before filing can reduce avoidable amendments and provide a clearer path from initial registration to operational readiness.

For related guidance, see our foreign-invested company incorporation services in Vietnam and our guide to FDI companies in industrial zones. Broader investment information is also available through the Vietnam investment portal.

Choosing the Right Structure for an FDI Company in Vietnam

Before an FDI company in Vietnam is incorporated, the investors should agree on the ownership route and the role each participant will play after registration. A wholly foreign-owned structure, a joint venture and an acquisition-based route can each produce a different documentary and operational sequence. The suitable option depends on the intended activities, the relationship between the parties and the commercial purpose of the project.

For a new FDI company in Vietnam, the project description should be specific enough to explain the planned business without making commitments that the investors do not expect to implement. This description normally connects the proposed activities, the premises, staffing expectations and the capital plan. Keeping those elements aligned makes the application easier to review and helps management use the approved structure after incorporation.

Preparing Investor and Project Documents

Document preparation is often the longest part of setting up an FDI company in Vietnam. The required evidence depends on whether an investor is an individual or an entity, the proposed ownership arrangement and the nature of the project. Investors should allow sufficient time to collect corporate records, authorisations, identity documents and financial information in a form that can support the intended filing.

It is useful to maintain a single working file that links each supporting document to the statement it supports in the application. For example, the capital plan, business activities and project location should not be developed independently. A coordinated file makes it easier to spot inconsistencies before submission and gives the FDI company in Vietnam a clearer record for later implementation steps.

Where a document originates outside Vietnam, the investors should confirm the formalities that will be needed for the particular document and filing. The timing of translations, certifications or other formal steps can affect the project schedule, particularly when several investors are involved.

Capital, Premises and Implementation Planning

Capital should be considered in relation to the real needs of the FDI company in Vietnam during its first stage of operations. Investors commonly need to consider the cost of the premises, personnel, equipment, professional services and working capital, as well as the timing on which funds will become available. A credible plan is generally more useful than a figure selected without reference to the project.

The proposed premises should also support the intended business model. An office, factory, warehouse or other location may involve different practical requirements, and the evidence for the location should match the description in the investment file. If a project will be implemented in stages, the plan should explain how the FDI company in Vietnam will progress from initial registration to the next operational milestone.

Managing the Registration Sequence

A successful FDI company in Vietnam registration process is easier to manage when the team works from a clear sequence: confirm the structure, complete the core documents, check the project details, submit the relevant filings and prepare the operational actions that follow. This sequence does not remove the need for case-specific review, but it helps investors understand which decisions must be settled before the next step can begin.

Communication between the investors, the project team and the advisors should be structured around the same set of information. Changes to the ownership, activities, capital or location can affect more than one document. Recording changes promptly and checking their impact across the file can reduce last-minute amendments for the FDI company in Vietnam.

Investors should also consider how the company will maintain its records after incorporation. The registrations, approvals and supporting documents created at the setup stage form part of the company?s operational history. Keeping them accessible helps the FDI company in Vietnam respond more efficiently to later compliance, banking, tax or transaction questions.

Post-Registration Priorities

After incorporation, an FDI company in Vietnam moves from planning to implementation. The business may need to complete account-opening, funding, tax, labour and sector-specific actions before it can operate as intended. The exact priorities depend on the company?s approved activities and circumstances, but a post-registration checklist helps management assign responsibility and monitor deadlines.

Capital contributions should be documented consistently with the approved structure and the company?s records. The same applies to contracts, premises and early operational spending. Addressing those matters in an organised way gives the FDI company in Vietnam a stronger foundation for growth and reduces the risk that the early stages of implementation become disconnected from the original project.

Questions to Resolve Before You Proceed

Before taking the next step, an investor should be able to answer a few practical questions: What will the FDI company in Vietnam do first? Who will approve and sign the relevant documents? What capital and premises support that plan? Which activities may need additional conditions? How will the team track the actions that follow incorporation? Clear answers make the process more efficient and give each stakeholder a shared understanding of the project.

This guide provides general information only. The appropriate approach for an FDI company in Vietnam depends on the actual investors, activities, documents and commercial objectives. A case-specific review should be completed before relying on a proposed structure or filing sequence.

Related steps for foreign investors

Once your FDI company is structured, financing partners will often review priority arrangements — see our guide on senior and subordinated creditors in Vietnam. Foreign executives relocating to run the company should also review our visa services page.