Setting Up a Foreign-Invested Company in Vietnam (2026)

Vietnam is one of Southeast Asia's most dynamic investment destinations. Foreign investors may own and run companies here, but the process differs from that for local investors — it adds an investment-licensing step. This guide sets out the real-world path.

Market-access conditions

Under the Law on Investment 2020, business lines fall into three groups for foreign investors: freely permitted, conditional access (caps on ownership, form of investment, partners, etc.) and not yet accessible. The list of restricted lines is set out in Decree 31/2021. For lines outside that list, foreign investors are treated like domestic ones. The first step is always to classify your intended business line.

The two core certificates: IRC then ERC

• Investment Registration Certificate (IRC) — issued by the investment registration authority (provincial DPI or industrial-zone authority). It records the project, business line, capital and location. Processing takes roughly 15 working days from a complete file.
• Enterprise Registration Certificate (ERC) — issued after the IRC, creating the legal entity (enterprise code). Typically 3–5 working days.

After the ERC come post-incorporation steps: company seal, a direct investment capital account, tax registration and paying in capital on schedule.

Capital and structure

There is no general minimum capital, but the licensing authority assesses whether capital is proportionate to the project; some sectors (real estate, education, finance) require statutory capital. Investors may set up a 100% foreign-owned company or a joint venture with a Vietnamese partner.

Frequently asked questions

Can a foreign investor own 100% of a Vietnamese company?

It depends on the business line. Lines outside the restricted list can be 100% foreign-owned; conditional lines may cap ownership or require a joint venture.

How long does incorporation take?

Usually 1–3 months including the IRC, ERC and post-incorporation steps, depending on the sector and locality.

Is there a minimum capital requirement?

No general minimum, but capital must fit the project's scale; certain sectors have their own statutory capital.

How LTV Law helps

LTV Law advises on investment structure, checks market-access conditions, obtains the IRC/ERC and completes post-incorporation formalities for foreign investors. Contact our team.

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