VI Establishing a foreign-invested enterprise (FDI enterprise) in Vietnam is a common option for foreign investors seeking to directly conduct production and business activities in the Vietnamese market. However, the establishment process is generally more complex than that for domestic enterprises, as it involves investment law, enterprise law, foreign exchange regulations, taxation, and market access conditions applicable to foreign investors. In this article, Pham Consult provides guidance on the procedures for establishing an FDI enterprise in Vietnam under the latest regulations.
1. Overview of FDI Enterprises
An FDI enterprise is generally understood as an enterprise established and operating in Vietnam with foreign direct investment from foreign investors.
Under Clause 19, Article 3 of the Law on Investment No. 143/2025/QH15, a “foreign investor” means “an individual holding foreign nationality or an organization established under foreign law that conducts investment and business activities in Vietnam.” Clause 22 of Article 3 further defines an “economic organization with foreign investment capital” as an economic organization in which a foreign investor is a member or shareholder.”
Regarding investment forms, Clause 1, Article 18 of the 2025 Law on Investment recognizes “investment in the establishment of an economic organization” as one of the forms of investment in Vietnam.
Before establishing an enterprise, investors should review the following matters:
- Whether the intended business lines fall within the list of prohibited business and investment activities;
- Whether the intended business lines are subject to conditions applicable to foreign investors;
- The permitted foreign ownership ratio;
- The proposed investment form and type of enterprise;
- The location where the investment project will be implemented;
- The investment capital, contributed capital, and capital contribution schedule;
- Requirements relating to land, construction, environmental protection, fire prevention and firefighting, labor, and sector-specific licenses, where applicable.
Carefully reviewing the applicable requirements, understanding the procedures, and completing all prescribed steps will help investors obtain the necessary investment and business registration licenses and facilitate the subsequent implementation of their business operations.
2. Steps to Establish an FDI Enterprise
2.1. Preparing the Application for an Investment Registration Certificate (IRC)
Under Point a, Clause 1, Article 26 of the Law on Investment No. 143/2025/QH15, investment projects implemented by foreign investors are subject to the procedure for obtaining an Investment Registration Certificate (IRC) where required by law.
For projects not subject to investment policy approval, Article 39 of Decree No. 96/2026/ND-CP provides that investors must submit one set of application documents for the IRC, containing the information and documents specified in Clause 1, Article 32 of the Decree.
In principle, the application dossier should include:
- An application for implementation of the investment project;
- Documents evidencing the investor’s legal status;
- Documents evidencing the investor’s financial capacity;
- A proposal for the investment project;
- Documents establishing the investor’s right to use the proposed project location or other documents identifying the project location, as applicable;
- A technology explanation, if the project is subject to technology appraisal or consultation requirements;
- A business cooperation contract (BCC), if the project is implemented under a BCC arrangement;
- Other documents relating to the project, the investor’s eligibility, and the investor’s capacity, where required by specialized legislation.
Under Clause 3, Article 39 of Decree No. 96/2026/ND-CP, the investment registration authority shall issue the IRC within 10 working days from receipt of a valid application, provided that the project satisfies the statutory requirements, including those relating to business lines, project location, planning, market access conditions, and other relevant requirements.
Article 41 of Decree No. 96/2026/ND-CP provides:
“Before carrying out procedures for the issuance or amendment of an Investment Registration Certificate, investors must declare information about their investment projects online via the National Investment Information System. Within 10 working days from the date of submitting the online declaration, investors must submit the application for issuance or amendment of the Investment Registration Certificate to the investment registration authority.”
2.2. Preparing the Application and Completing Enterprise Registration Procedures (ERC)
Once the IRC has been issued, investors may proceed with the registration of the enterprise.
Depending on the number of investors, ownership structure, and business objectives, investors may choose an appropriate corporate form, such as a single-member limited liability company, a multiple-member limited liability company, or a joint-stock company.
The application dossier for establishing an FDI enterprise generally includes:
- An enterprise registration application;
- The company’s charter;
- Legal documents of members or shareholders and the legal representative;
- Legal documents of any organization acting as a member or shareholder;
- A document appointing an authorized representative of an organizational member or shareholder;
- The Investment Registration Certificate (IRC);
- Other documents required for the relevant enterprise type and circumstances.
Under Articles 37 and 38 of Decree No. 168/2025/ND-CP, enterprise registration may be conducted electronically using an electronic identification account. An electronic application has the same legal validity as a paper application if it satisfies the prescribed requirements.
The business registration authority will review the validity of the application and issue the Enterprise Registration Certificate (ERC) within the statutory time limit. Providing accurate information regarding the enterprise’s name, registered office address, business lines, charter capital, members or shareholders, and legal representative will help minimize requests for amendments or supplementary documents.
2.3. Publication of Enterprise Registration Information
After receiving the ERC, the enterprise must publish its registration information on the National Business Registration Portal.
Pursuant to Article 32 of the 2020 Law on Enterprises:
“After being issued an Enterprise Registration Certificate, an enterprise must publicly announce its enterprise registration information on the National Business Registration Portal and pay the prescribed fee in accordance with the law. The published information includes the contents of the Enterprise Registration Certificate and the following information:
(a) Business lines;
(b) The list of founding shareholders and, where applicable, the list of foreign shareholders in a joint-stock company.”
2.4. Engraving the Enterprise Seal
After completing the above procedures, an FDI enterprise may have its seal made for use in business transactions.
Article 43 of the 2020 Law on Enterprises provides as follows:
“1. A seal may be a physical seal made by a seal-engraving establishment or a seal in the form of a digital signature in accordance with the law on electronic transactions.
2. An enterprise shall decide on the type, quantity, form, and content of the seals used by the enterprise, its branches, representative offices, and other units.
3. The management and retention of seals shall be governed by the company’s charter or regulations issued by the enterprise, its branches, representative offices, or other units using such seals. The enterprise shall use its seals in transactions in accordance with the law.”
2.5. Opening an Investment Capital Account
For enterprises with foreign investment capital, opening an investment capital account is a mandatory requirement for conducting capital contribution transactions, transferring investment capital, and carrying out related foreign exchange transactions in accordance with applicable regulations. The account must be opened at a bank authorized to provide the relevant services under Vietnamese law.
Clause 4, Article 4 of Circular No. 38/2026/TT-NHNN stipulates that capital contributions in cash by foreign and Vietnamese investors must be made by bank transfer into an investment capital account denominated in a foreign currency or Vietnamese dong.
2.6. Completing Post-Establishment Procedures
After completing enterprise registration, investors must undertake additional procedures and compliance measures to bring the enterprise into operation.
Key post-establishment requirements include:
- Making capital contributions within the prescribed or committed time limits;
- Completing tax registration and accounting arrangements;
- Registering a digital signature and electronic invoices;
- Completing procedures relating to employee recruitment;
- Obtaining sector-specific licenses and satisfying applicable business conditions;
- Reviewing compliance obligations relating to land use, construction, environmental protection, and fire prevention and firefighting.
PHAM CONSULT – LEGAL ADVISORY FOR BUSINESS AND INVESTMENT
Pham Consult provides legal advisory and support services to foreign investors implementing projects in Vietnam. Our services include advice on market access conditions, investment structure selection, applications for Investment Registration Certificates, FDI enterprise establishment, corporate governance, and post-establishment legal compliance.
With more than 15 years of experience in legal and investment consultancy for businesses, Pham Consult is committed to delivering professional and dedicated services tailored to clients’ needs at reasonable service fees.
Contact us today to receive advice from our experienced team of legal professionals.
