Foreign-owned company in Vietnam: your setup roadmap.
IVLF’s free roadmap tool helps investors estimate how long it takes to set up a foreign-owned company in Vietnam, which licences are likely to apply and what the process involves. It is updated for the 2025 Investment Law, in force from 1 March 2026. Answer four questions about the investor, the sector, foreign ownership and the location to see your roadmap.
Answer four questions to see your roadmap
Tell us who the investor is, the main business sector, the foreign ownership level and the location to see the complexity, likely licences and an estimated timeline.
How the foreign-owned company roadmap works
Who is the investor?
A foreign individual or a foreign company.
Main business sector
The sector drives the likely licences and complexity.
Foreign ownership
100%, over 50% or 50% or less.
Location
Hanoi, Ho Chi Minh City, Da Nang, another province or an industrial or economic zone.
You get the complexity (simple, moderate or complex), likely licences, an estimated timeline in weeks and the documents to start preparing.
Read the full explanation
The roadmap tool asks four questions: who the investor is (a foreign individual or a foreign company), the main business sector, the level of foreign ownership (100%, over 50% or 50% or less) and where the head office or project will be located (Hanoi, Ho Chi Minh City, Da Nang, another province or an industrial or economic zone). From your answers it shows how complex the set-up is (simple, moderate or complex), the licences that are likely to apply, an estimated timeline in weeks and the documents you should start preparing.
Steps to set up a foreign-owned company in Vietnam
Check market access
Compare your business activities with the sectors where foreign investors face restrictions.
Choose the structure
A new company, or capital contribution or a share purchase in an existing company.
Obtain the investment registration
In most cases needed before the company itself can be registered.
Register the company
Enterprise registration gives the company its legal existence and business code.
Post-licensing steps
Seal, tax registration, bank account for the capital, sector licences, labour and social insurance registrations.
Read the full explanation
The exact route depends on the sector and the structure, but a foreign-owned company in Vietnam is usually set up in these stages:
- Check market access. Compare your intended business activities with the sectors where foreign investors face restrictions under the 2025 Investment Law and Vietnam’s trade commitments.
- Choose the structure. Decide between establishing a new company and contributing capital to, or buying shares in, an existing Vietnamese company.
- Obtain the investment registration. In most cases a new foreign-owned company needs an investment registration certificate before the company itself can be registered.
- Register the company. Enterprise registration gives the company its legal existence and business code.
- Complete the post-licensing steps. These typically include the company seal, tax registration, a bank account for the investment capital, sector licences where required, and labour and social insurance registrations.
Foreign ownership: 100%, majority or minority
Open sectors
Many sectors allow 100% foreign ownership, including most management consulting, market research and software activities.
Restricted sectors
Others restrict foreign ownership or need a separate licence review, such as telecoms, regulated digital content or specially regulated services.
How the roadmap uses it
The ownership level changes the complexity score and licences flagged. Check the sector first, ownership second.
Read the full explanation
Many sectors are open to 100% foreign ownership, including most management consulting, market research and software activities. Other sectors restrict foreign ownership or require a separate licence review, for example telecoms, regulated digital content or specially regulated services. The ownership level you choose in the roadmap changes the complexity score and the licences it flags, so check the sector first and the ownership structure second.
Investor type: foreign individual or foreign company
Foreign individual
Certified passport copy, bank confirmation of financial capacity, and a lease or location agreement for the head office.
Foreign company
Consular-legalised certificate of incorporation, recent audited financial statements or a support commitment, and passports of authorised representatives.
Start early
Legalisation and translation often decide how fast the setup moves.
Read the full explanation
The documents differ by investor. A foreign individual usually needs a certified copy of the passport, a bank confirmation showing financial capacity and a lease or location agreement for the head office. A foreign company usually needs its certificate of incorporation (consular-legalised), recent audited financial statements or a financial support commitment, and the passports of the authorised representatives. Starting the legalisation and translation early often decides how fast a foreign-owned company in Vietnam can be set up.
Where to set up: Hanoi, Ho Chi Minh City, Da Nang or an industrial zone
Provincial offices
Investment and company registration are generally handled by the provincial Department of Finance.
Industrial or economic zones
The zone management board handles the procedures, and ready infrastructure can shorten some steps.
Your choice in the roadmap
The location adjusts the notes and the estimated timeline.
Read the full explanation
Investment and company registration are generally handled by the provincial Department of Finance, which took over the role of the former Department of Planning and Investment in 2025. In an industrial or economic zone, the zone management board handles the investment procedures, and ready infrastructure can shorten environmental and fire-safety steps. The location you choose in the roadmap adjusts the notes and the estimated timeline.
Alternative route: buying into an existing Vietnamese company
Contributing capital to, or buying shares in, an existing Vietnamese company does not always need a new investment registration certificate.
But the target needs due diligence and the capital-contribution registration should be checked.
Read the full explanation
Contributing capital to, or buying shares in, an existing Vietnamese company does not always require a new investment registration certificate. This route can be faster than setting up a new foreign-owned company in Vietnam from scratch, but the target needs due diligence and the applicable capital-contribution registration should be checked before you commit.
What affects the timeline for a foreign-owned company in Vietnam
The sector
Regulated activities need extra licences or a licence review.
Investor documents
Consular legalisation and certified translations take time.
Ownership structure
A joint venture or share purchase adds agreements and approvals.
Location
Zone boards and provincial offices follow different procedures.
First filing quality
A complete, consistent filing avoids rounds of supplements.
Read the full explanation
Five factors move the timeline most. First, the sector: regulated activities need extra licences or a separate licence review. Second, the investor’s documents, because consular legalisation and certified translations take time. Third, the ownership structure, since a joint venture or a share purchase adds agreements and approvals. Fourth, the location, because zone management boards and provincial offices work to different procedures. Fifth, the quality of the first filing: a complete, consistent application avoids the rounds of supplements that slow down a foreign-owned company in Vietnam more than any single rule.
Common mistakes when setting up a foreign-owned company in Vietnam
Broad business codes
Codes broader than the licence allows.
Assuming 100% everywhere
Not every sector is open to full foreign ownership.
Legalisation left to the end
It can add weeks.
Skipping post-licensing steps
They are not optional.
Read the full explanation
The most frequent mistakes are choosing business codes that are broader than the licence allows, assuming that 100% foreign ownership is available in every sector, leaving document legalisation until the end, and treating the post-licensing steps as optional. Each of these can add weeks. Running the roadmap first helps you spot them before you file.
Checklist before you start
Sector and business codes
Confirm what you will register.
Ownership and partners
Decide the percentage and any partner arrangements.
Investor documents
Legalised and translated.
Head office
Address and lease or location agreement.
Capital
Plan the investment capital and its bank account.
Authorised representative
Decide who will sign.
Read the full explanation
- Confirm the sector and the business codes you will register.
- Decide the ownership percentage and any partner arrangements.
- Prepare legalised and translated investor documents.
- Secure a head office address and lease or location agreement.
- Plan the investment capital and the bank account for it.
- Decide who will sign as the authorised representative.
How IVLF Advisors helps you set up a foreign-owned company in Vietnam
IVLF Advisors guides foreign investors from market-access analysis to licensing and post-licensing compliance. Read about our company incorporation service, our mergers and acquisitions practice and our corporate and commercial team, or contact us to have your roadmap reviewed against your actual business plan. You can also check Vietnamese legal texts in the national legal documents database and follow official updates on the Vietnamese Government portal.
Foreign-owned company in Vietnam: frequently asked questions
How long does it take to set up a foreign-owned company in Vietnam?
It depends on the sector, the ownership structure, the investor’s documents and the location. Simple services businesses usually move faster than regulated sectors that need extra licences. The roadmap tool gives you an estimate in weeks for your own profile.
Can a foreigner own 100% of a company in Vietnam?
In many sectors, yes. Some sectors restrict foreign ownership or require additional approvals, so the sector check is the first step before you decide the structure.
Do I need an investment registration certificate?
In most cases a new foreign-owned company needs one before it can be registered. Buying into an existing Vietnamese company can follow a different route, which is why the roadmap shows the alternative as well.
Is the roadmap a legal opinion?
No. The result is general guidance based on the answers you enter. Requirements and timelines vary by case, so confirm your plan with a qualified professional before you invest.
