This guide walks founders through FDI company setup in Vietnam, from choosing a sector to obtaining the IRC and ERC and opening bank accounts, so you can plan the timeline and budget with confidence. Vietnam’s growing economy, favorable business environment and competitive labor costs continue to draw foreign direct investment. But turning that interest into an operating company involves a structured, multi-step regulatory process. Here is a step-by-step roadmap for setting up an FDI company in Vietnam. This FDI company setup guide walks through each stage in order, based on the current 2025-2026 licensing framework.
Step 1: Choose Your Investment Sector
Vietnam is open to foreign investment across many sectors – manufacturing, real estate, and services among them – but conditions and restrictions vary by sector and by the specific business line. Early-stage due diligence on sector-specific conditions shapes every decision that follows.
Step 2: Choose Your Business Structure
The right entity type shapes your entire FDI company setup in Vietnam. Choosing the structure early makes the rest of FDI company setup in Vietnam faster and cleaner. Foreign investors can operate in Vietnam through several structures, including wholly foreign-owned or joint-venture limited liability companies, joint-stock companies, or branches and representative offices (the latter governed by conditions such as those in Decree No. 07/2016 on foreign branch and representative office incorporation). The right structure depends on the investor’s commercial goals, capital plans, and sector.
Step 3: Obtain an Investment Registration Certificate (IRC)
Sequencing matters when you plan FDI company setup in Vietnam. The IRC is the first licence in FDI company setup in Vietnam, and getting it right sets the pace for FDI company setup in Vietnam overall. Foreign investors must obtain an Investment Registration Certificate from the competent authority before proceeding.
This step can be time-consuming: it typically requires legalized and translated supporting documents, a detailed business plan and financial projections, and in some cases explanatory follow-up with the reviewing authority. For business lines Vietnam has not yet committed to open under its WTO/FTA commitments, the authority may also need to consult other ministries before approving the application – extending the timeline further. Working with a local advisor to prepare a complete, accurate application is the single biggest factor in avoiding delay at this stage.
Step 4: Obtain an Enterprise Registration Certificate (ERC)
Once the IRC is issued, the company must separately register its business with the relevant government agency to obtain an Enterprise Registration Certificate, formally establishing the legal entity that will employ staff and carry out day-to-day operations in Vietnam.
Step 5: Open Bank Accounts
Banking is a practical milestone in FDI company setup in Vietnam. A capital account is required to complete FDI company setup in Vietnam, so open it as soon as the ERC is issued. An FDI company needs the right bank accounts to operate compliantly – typically a Direct Investment Capital Account (DICA) and, where relevant, an Indirect Investment Capital Account (IICA) – opened with a reputable, licensed commercial bank with a strong presence in Vietnam. These accounts channel capital contributions and investment-related transactions and are subject to State Bank of Vietnam foreign exchange rules.
Conclusion
Every stage of FDI company setup in Vietnam benefits from local guidance. A structured approach to FDI company setup in Vietnam keeps the timeline predictable and compliant. Setting up an FDI company in Vietnam is a multi-step, document-intensive process, but it is a well-established one. With the right sector analysis, structure, and local advisory support at each stage, foreign investors can move through IRC and ERC issuance efficiently and start operating with confidence.
Planning your FDI company setup in Vietnam?
IVLF Advisors LLC guides foreign investors through the full IRC-to-ERC process, structure selection, and post-licensing compliance. Explore our practice areas or contact us to start your FDI setup. Below are common questions about FDI company setup in Vietnam. Whether you handle FDI company setup in Vietnam remotely or in person, these answers clarify the key deadlines and costs.
FDI company setup: frequently asked questions
How long does FDI company setup take in total?
For a service business with no conditional lines, plan three to five weeks from complete documents to an operating bank account under the ERC-first procedure. Manufacturing in industrial zones adds zone approvals; conditional sectors add sub-licences after establishment.
What is the minimum capital for FDI company setup?
Vietnamese law sets no general minimum, but the licensing authority must find your capital adequate for the registered scope. Under-capitalised applications are the most common cause of delay, so we size the figure against your actual business plan before filing.
Can I complete FDI company setup without visiting Vietnam?
Yes. With consularised and legalised corporate documents plus a power of attorney, the entire FDI company setup can be executed remotely; you only need to be present for bank arrangements if your chosen bank requires it, and many now accept video KYC.
Which authority handles the filings now?
Following the 2025 government restructuring, business registration sits with the provincial Department of Finance – see the Ministry of Finance portal for the current provincial contact points. Our team files in every province and tracks each dossier to result.
15 Things to Prepare Before Setting Up an FDI Company in Vietnam
A four-page pre-filing checklist covering structure and market access, capital and the DICA account, licensing and legalisation, work permits, and tax. Current to July 2026, including Decree 96/2026/ND-CP, Decree 219/2025/ND-CP and Decree 236/2025/ND-CP.
Setting Up an FDI Company in Vietnam: Timeline and Bottlenecks by Sector
The step-by-step roadmap for setting up an FDI company in Vietnam varies significantly by sector because the Investment Registration Certificate (IRC) review period depends on whether the business line is conditional. For unconditional sectors the IRC is typically issued within 15 working days of a complete file. For conditional sectors – including education, logistics, e-commerce and manufacturing near residential zones – the Department of Planning and Investment may request additional approvals from line ministries, extending the timeline to 30-45 working days. After the IRC is granted, the Enterprise Registration Certificate (ERC) is issued within 3 working days, but the company cannot legally operate, invoice, or open a corporate bank account until both certificates are in hand and the charter capital contribution schedule is registered with the bank.
Investors who are comparing a standalone company against an industrial-zone entity should also read our guide on setting up an FDI company in Vietnam’s industrial zones, since zone-based projects follow a parallel approval track through the zone management board rather than the provincial DPI. Charter capital timing is one of the trickiest parts of FDI company setup in Vietnam. Confirm these deadlines early in your FDI company setup in Vietnam so the entity stays compliant from day one.
Charter Capital Contribution Deadlines Foreign Investors Often Miss
Under the Law on Enterprises, charter capital committed in the IRC and company charter must be contributed within 90 days of ERC issuance unless the charter specifies a shorter schedule. Missing this deadline does not void the company, but it exposes the legal representative to administrative fines and can trigger a mandatory capital-reduction filing if the shortfall is not cured.
Investors funding capital from a foreign parent must remit through a Direct Investment Capital Account (DICA) opened at a licensed Vietnamese bank – informal transfers through a personal account are not accepted as valid capital contribution evidence during a tax or FDI compliance audit. For the current administrative procedure and required documents, see the National Business Registration Portal and the Ministry of Planning and Investment’s foreign investment guidance.
FDI Company Registration Vietnam: Key Steps Foreign Founders Often Miss
A successful FDI company registration Vietnam process depends on sequencing two separate approvals correctly: the investment registration certificate Vietnam must be obtained before the enterprise registration certificate can be filed, and many first-time founders reverse this order and lose weeks in resubmissions. Careful foreign investor business setup Vietnam planning also means confirming minimum capital expectations for the specific licensed business line in advance. Once the enterprise registration certificate Vietnam FDI is issued, founders still need to complete post-licensing steps such as capital account opening, tax registration, and social insurance setup before commercial operations can begin. 
Setting up an FDI company in Vietnam? Contact IVLF Advisors for end-to-end registration support.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
