Procedure to Establish a Foreign-Invested Company in Vietnam

Foreign investors setting up a company in Vietnam follow a defined procedure under the Law on Investment 2020 and the Law on Enterprises. The process typically involves obtaining an investment approval first and then registering the enterprise. Knowing the sequence and the documents required at each stage helps investors plan realistic timelines and avoid delays.

Step 1: Investment Registration Certificate

Most foreign-invested projects must first obtain an Investment Registration Certificate (IRC) from the competent investment authority. The application generally requires:

• A proposal for the investment project, including objectives, scale, capital, and location.
• Documents proving the investor's legal status and financial capacity.
• Documents on the proposed project site, such as a lease agreement or memorandum.

Certain sectors are conditional for foreign investors, so it is important to confirm market access and any conditions before applying.

Step 2: Enterprise Registration Certificate

After the IRC is issued, the investor registers the company to obtain an Enterprise Registration Certificate (ERC), which establishes the legal entity. This stage typically requires:

• The company charter.
• An application for enterprise registration in the chosen form (for example, a limited liability company or joint-stock company).
• A list of members or shareholders and details of the legal representative.

Step 3: Post-establishment steps

• Engraving the company seal and completing tax registration.
• Opening capital and current bank accounts and contributing charter capital within the committed schedule.
• Obtaining any sub-licenses required for conditional business lines before starting those activities.

Frequently asked questions

Do all foreign investors need an IRC?

Most foreign-invested projects require an IRC before enterprise registration, though the exact requirements depend on the structure and sector. Confirming this early avoids rework.

What company forms are available?

Common forms include the single-member or multi-member limited liability company and the joint-stock company. The choice affects governance, capital, and shareholder structure.

Are some sectors restricted for foreign investors?

Yes. Certain sectors are conditional or subject to market-access limits under the Law on Investment 2020, so it is important to check the conditions for your intended activity.

How LTV Law helps

LTV Law advises on market access, prepares IRC and ERC applications, and manages post-establishment compliance for foreign investors in Vietnam — contact our team.

This article is for general information only and does not constitute legal advice.