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Set up a foreign-invested enterprise in Vietnam is one of the most common ways for foreign investors to enter and develop their presence in the market. However, the legal process for registering an FDI company differs from that of a domestic business and requires investors to fully understand and comply with each step as prescribed by law.
1. Conditions and preparations before registration
Before proceeding with registration, foreign investors must determine whether their intended business sector falls under the list of restricted or conditional sectors. Certain industries may require a maximum ownership cap, a Vietnamese partner, or prior consultation with specialized authorities. Accurately assessing investment conditions is essential to avoid application rejection or interruptions in project implementation.
In addition, investors must prepare core documents such as a passport (for individuals), business registration certificate (for organizations), financial statements or financial capacity commitments, a lease agreement for the business premises, and documents proving the ability to execute the project. The legality and reliability of these documents directly affect the processing timeline.
2. Legal procedures for establishing an FDI company
The first step to set up a foreign-invested enterprise in Vietnam is to apply for an Investment Registration Certificate (IRC) at the Department of Planning and Investment in the locality where the company will be headquartered. The application dossier includes a proposal for investment, investor identification documents, financial capacity proof, and project implementation plan. The IRC processing time usually ranges from 15 to 30 working days.
After obtaining the IRC, the investor must apply for an Enterprise Registration Certificate (ERC) to officially establish the company. This process is similar to domestic company registration but requires the IRC as part of the submission. The ERC is typically issued within 3–7 working days. Following that, the company must complete post-registration procedures such as company seal engraving, bank account opening, tax registration, and issuance of electronic invoices.
3. Compliance and operational considerations after establishment
Unlike domestic companies, FDI enterprises must regularly report their project’s progress and operational status to the investment authority. Additionally, matters related to profit remittance, related-party transactions, and compliance with foreign exchange regulations must be closely monitored to prevent legal violations.
To ensure sustainable operations and mitigate legal risks, foreign investors should establish an internal compliance system and regularly seek advice from local legal experts such as the Vietnam law firm ASL LAW. This approach ensures that all business activities remain in line with Vietnamese law and aligned with long-term investment strategies.
Setup foreign company in Vietnam or open a company in Vietnam requires careful preparation and adherence to clear legal procedures. Partnering with legal consultants from the outset will help foreign investors save time, control costs, and increase their chances of success when entering the Vietnamese market.
ASL Law is a leading full-service and independent Vietnamese law firm made up of experienced and talented lawyers. ASL Law is ranked as the top tier Law Firm in Vietnam by Legal500, Asia Law, WTR, and Asia Business Law Journal. Based in both Hanoi and Ho Chi Minh City in Vietnam, the firm’s main purpose is to provide the most practical, efficient and lawful advice to its domestic and international clients. If we can be of assistance, please email to [email protected].
ASL LAW is the top-tier Vietnam law firm for Investment Services. If you need any advice, please contact us for further information or collaboration.
