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

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 explains how to set up an FDI company in Vietnam, including the documents, procedure, timeline and costs that investors should plan for before starting the licensing process.

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 consultation and fee quote within 24 hours.

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.