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
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)
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
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
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.
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.
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.
