Set Up a Foreign-Owned Company in Vietnam: Best 2026 Guide

How to Set Up a Foreign-Owned Company in Vietnam in 2026: The Complete Guide Under the 2025 Investment Law

Since 1 March 2026, a foreign investor can set up a foreign-owned company in Vietnam in either order: register the company first and obtain the Investment Registration Certificate (IRC) afterwards, or obtain the IRC first and then register the company. The first route is new under the Law on Investment No. 143/2025/QH15. In both cases the investor must meet the market access conditions for foreign investors, and the investment project cannot be implemented until the IRC is issued.

For a project that does not need investment policy approval, the statutory processing time is 10 working days for the IRC and 3 working days for the Enterprise Registration Certificate (ERC), each counted from a valid dossier.

This guide sets out how to set up a foreign-owned company in Vietnam under the legal framework as of 25 October 2026: the steps in order, the documents, the tasks for the first 90 days and the mistakes to avoid. It is written for investors and project managers of Japanese, Korean and other foreign groups planning an entity in Ho Chi Minh City or Hanoi.

The legal framework for a foreign-owned company in Vietnam in 2026

Six documents shape the process of setting up a foreign-owned company in Vietnam. Most of them took effect in 2025 or 2026, so guides written before March 2026 may describe a sequence that no longer applies.

Document	What it governs	Dates
Law on Investment No. 143/2025/QH15	Market access, the IRC and the order of procedures	Passed 11 Dec 2025; effective 1 Mar 2026 (Article 7 and Appendix IV on conditional business lines from 1 Jul 2026); replaces Law No. 61/2020/QH14
Decree No. 96/2026/ND-CP	IRC dossiers and timelines; the market access list in Appendix I	Issued 31 Mar 2026, effective on signing; replaces Decrees No. 31/2021, 19/2025 and 239/2025
Law on Enterprises No. 59/2020/QH14, amended by Laws No. 03/2022/QH15 and 76/2025/QH15	ERC, capital contribution, seal, beneficial owners	Law No. 76/2025/QH15 effective 1 Jul 2025
Decree No. 168/2025/ND-CP, amended by Decree No. 296/2026/ND-CP	Enterprise registration dossiers and online filing	Decree 168 dated 30 Jun 2025; Decree 296 issued and effective 23 Jul 2026
Circular No. 38/2026/TT-NHNN	Direct investment capital accounts and capital transfers	Issued 31 Jul 2026, effective 18 Aug 2026; replaces Circular No. 06/2019/TT-NHNN
Decree No. 293/2026/ND-CP	Apostille in place of consular legalisation	Issued 23 Jul 2026, effective 11 Sep 2026

 

Official texts: Law on Investment No. 143/2025/QH15, Decree No. 96/2026/ND-CP, Law No. 76/2025/QH15, Decree No. 168/2025/ND-CP, Decree No. 296/2026/ND-CP, Circular No. 38/2026/TT-NHNN and Decree No. 293/2026/ND-CP.

Step 1: Check market access for each business line

Under Clause 1, Article 8 of the Law on Investment, foreign investors apply the same market access conditions as domestic investors, except for business lines on the List of business lines with restricted market access for foreign investors. Clause 2 divides that list into lines not yet open to foreign investors and lines open subject to conditions. Clause 3 sets out the types of condition, including the foreign ownership ratio in charter capital, the form of investment and the scope of activities. The list is published in Appendix I of Decree No. 96/2026/ND-CP (Clause 1, Article 15).

Check every activity you plan to register for your foreign-owned company in Vietnam, not only the main one. Then check two further points: whether an activity is a conditional business line, since Article 7 of the Law and its Appendix IV have applied from 1 July 2026, and whether a sector licence is needed after registration.

Where the company is registered before the IRC, the enterprise registration application includes the investor’s commitment to meet the market access conditions (Clause 3, Article 72 of Decree No. 96/2026/ND-CP). The commitment does not replace the check. The investment registration authority reviews market access again when it issues the IRC (point dd, Clause 3, Article 39).

Step 2: Choose the order: company first or IRC first

Clause 2, Article 19 of the Law on Investment allows a foreign investor to establish the company before the IRC procedure, provided the market access conditions in Article 8 are met at establishment. Article 72 of Decree No. 96/2026/ND-CP sets out both routes for a foreign-owned company in Vietnam.

Aspect	Company first (ERC, then IRC)	IRC first (IRC, then ERC)
Legal basis	Clause 2, Article 19 of the Law on Investment; Clauses 1, 3 and 4, Article 72 of Decree No. 96/2026/ND-CP	Clause 2, Article 72 of Decree No. 96/2026/ND-CP
What you get first	A legal entity with an enterprise code	Approval of the project: objectives, capital, location and schedule
Main constraints	The IRC must be obtained within 12 months of establishment; other business lines can be added only after the IRC; the project can be implemented only after the IRC	The company becomes the project investor from the date of its ERC
Capital account before the IRC	One foreign-currency and/or one VND capital account at one bank, used only for charter capital, interest, lawful pre-investment costs and refunds if the IRC is refused (Clause 3, Article 7, Circular No. 38/2026/TT-NHNN)	The capital account is opened after licensing
Often suits (professional view)	Investors who need an entity quickly to sign a lease, open accounts or recruit	Investors whose project, location and capital plan are settled and who want approval before committing funds

 

Under Clause 5, Article 72 of the Decree, the charter capital of the company need not equal the investment capital of the project. The company contributes capital and raises other funds according to the schedule stated in the IRC.

In our professional view, the company-first route shortens the time before a foreign-owned company in Vietnam can sign contracts, but it does not shorten the process as a whole. Prepare the IRC dossier in parallel, so that the 12-month deadline is never at risk.

Step 3: Apply for the Investment Registration Certificate

Projects of foreign investors require an IRC (point a, Clause 1, Article 26 of the Law on Investment). Article 27 decides which authority issues it:

• Projects outside industrial parks, export processing zones, high-tech parks and economic zones: the provincial Department of Finance (Clause 2).
• Projects inside those zones: the management board of the zone (Clause 1).
• Projects in two or more provinces, or both inside and outside a zone: the registration authority where the investor places its executive office (Clause 3).

For a project that does not require investment policy approval, the dossier contains the items in Clause 1, Article 32 of Decree No. 96/2026/ND-CP, as referred to in Clause 1, Article 39:

1. A written request to implement the project.
2. Documents on the investor’s legal status.
3. Proof of financial capacity: at least one of the investor’s financial statements for the two most recent years, a financial support commitment from the parent company or from a financial institution, a guarantee of financial capacity, or another document proving financial capacity.
4. A project proposal covering the objectives, scale, capital and funding plan, location, duration, schedule, labour needs, proposed incentives and, where required, a preliminary environmental impact assessment.
5. An explanation of the technology used, if the project is subject to technology appraisal.
6. Other documents required by law for the project or the investor, if any.

Under Clause 3, Article 39, the authority issues the IRC within 10 working days of receiving a valid dossier, provided the project is not in a prohibited business line, has a location supported by land-use documents or a lease agreement, fits the applicable planning, meets any investment rate per land area set by the province, meets the market access conditions for foreign investors, and meets technology conditions where these apply.

Three rules in Clause 1, Article 6 of the Decree help with planning. The authority cannot ask for documents beyond those prescribed (point b). If changes are needed, it sends one written notice listing all of them for each dossier (point d). Time spent amending or explaining the dossier is not counted in the processing time (point e).

Projects that need investment policy approval under Article 24 of the Law follow Article 38 of the Decree and take longer. Confirm which procedure applies before you fix a launch date.

Step 4: Register the company and obtain the ERC

Under Clause 5, Article 26 of the Law on Enterprises, the business registration authority reviews the dossier and issues the ERC within 3 working days of receiving it. Several requirements for registering a foreign-owned company in Vietnam changed in 2025 and 2026:

• Beneficial owners: the dossier includes a list of beneficial owners where applicable (Article 21 of the Law on Enterprises for limited liability companies, as amended by Law No. 76/2025/QH15). Under Article 17 of Decree No. 168/2025/ND-CP, as amended by Article 3 of Decree No. 296/2026/ND-CP, a beneficial owner is an individual who directly or indirectly owns 25% or more of the charter capital or of the voting shares, or who has ultimate control. The company must review each level of its ownership chain until it reaches that individual.
• No IRC copy in the company-first route: Clause 6, Article 24 of Decree No. 168/2025/ND-CP, added by Article 7 of Decree No. 296/2026/ND-CP, removes the IRC copy from the dossier and requires the market access commitment instead.
• No nominee contributions: under Clause 1, Article 4 of Decree No. 168/2025/ND-CP, as supplemented by Clause 1, Article 1 of Decree No. 296/2026/ND-CP, owners and members must not contribute capital in another person’s name.
• Online filing: Article 39 of Decree No. 168/2025/ND-CP, as amended by Article 9 of Decree No. 296/2026/ND-CP, allows login through the National Public Service Portal or the national identification app and requires electronic authentication when the dossier is filed.

Documents issued abroad, such as the parent company’s certificate of incorporation, must be accepted for use in Vietnam. The Apostille Convention has applied to Vietnam since 11 September 2026. From that date, Decree No. 293/2026/ND-CP accepts an Apostille in place of consular legalisation for public documents from contracting states that apply the Convention with Vietnam. Documents from other countries still need consular legalisation. A Vietnamese translation, notarised or certified under Vietnamese law, is still required.

Step 5: The first 90 days after licensing

Task	Deadline or rule	Legal basis
Open a direct investment capital account	Before capital arrives; cash contributions must be transferred into this account	Article 6 and Clause 4, Article 4, Circular No. 38/2026/TT-NHNN
Contribute the charter capital in full	Within 90 days of the ERC date, excluding time to transport or import contributed assets and to transfer their ownership	Clause 2, Article 47 (multi-member LLC); Clause 2, Article 75 (single-member LLC); Clause 1, Article 113 (joint stock company), Law on Enterprises
Make the company seal	The company decides the type, number, form and content of its seal	Article 43, Law on Enterprises
Tax registration	The enterprise code is used to fulfil tax obligations	Clause 2, Article 29, Law on Enterprises
Business licence fee	Not payable from 1 January 2026	Clause 7, Article 10, Resolution No. 198/2025/QH15
Accounting	The first accounting period starts on the ERC date	Article 12, Law on Accounting No. 88/2015/QH13
Foreign managers and staff	Work permit or exemption confirmation before work starts	Decree No. 219/2025/ND-CP until 4 Dec 2026; Decree No. 393/2026/ND-CP from 5 Dec 2026
Company-first route only	Obtain the IRC within 12 months of establishment	Clause 4, Article 72, Decree No. 96/2026/ND-CP

 

In the company-first route, Clause 3, Article 7 of Circular No. 38/2026/TT-NHNN allows the company, once the IRC is issued, to open further capital accounts in other foreign currencies and to use the existing account for the transactions in Articles 8 and 9 of the Circular. Keep the capital flow of a foreign-owned company in Vietnam clean from the start: money paid into a personal or ordinary current account is hard to treat as charter capital later, and that can complicate profit remittance.

Timeline at a glance

Stage	Statutory time	Legal basis	What usually adds time (professional view)
Market access check and document preparation	None set by law	Article 8, Law on Investment; Appendix I, Decree No. 96/2026/ND-CP; Decree No. 293/2026/ND-CP (Apostille)	Collecting and legalising parent company documents; proof of financial capacity
IRC (no investment policy approval)	10 working days from a valid dossier	Clause 3, Article 39, Decree No. 96/2026/ND-CP	Requests to amend the dossier; consultation with other agencies
ERC	3 working days from receipt	Clause 5, Article 26, Law on Enterprises	Name checks, business line codes, beneficial owner data
Capital account and contribution	90 days from the ERC date	Articles 47, 75 and 113, Law on Enterprises; Circular No. 38/2026/TT-NHNN	Bank due diligence on the foreign parent
IRC in the company-first route	Within 12 months of establishment	Clause 4, Article 72, Decree No. 96/2026/ND-CP	As for the IRC above

 

These are processing times once a dossier is valid. The total time to set up a foreign-owned company in Vietnam also depends on how quickly documents are prepared, legalised and translated, and on whether the authority asks for changes.

Common mistakes to avoid when setting up a foreign-owned company in Vietnam

1. Registering business lines that do not match the project objectives in the IRC application, which leads to requests for amendment.
2. Treating the market access commitment in the company-first route as the final answer. The IRC review checks market access again.
3. Paying capital from the parent into an account other than the direct investment capital account.
4. Missing the 90-day capital deadline or, in the company-first route, the 12-month IRC deadline.
5. Leaving out an indirect beneficial owner at the top of a group structure.
6. Ordering consular legalisation after 11 September 2026 when an Apostille would be accepted, or relying on an Apostille from a country that does not apply the Convention with Vietnam.

Frequently asked questions

Can a foreign investor own 100% of a company in Vietnam? Yes, unless the business line is on the restricted list in Appendix I of Decree No. 96/2026/ND-CP with an ownership limit, or a treaty or sector law sets one (Clause 3, Article 8 of the Law on Investment).

Do we still need an IRC if we register the company first? Yes. Projects of foreign investors require an IRC (point a, Clause 1, Article 26 of the Law), and in the company-first route it must be obtained within 12 months of establishment (Clause 4, Article 72 of Decree No. 96/2026/ND-CP).

Is there a minimum capital for a foreign-owned company in Vietnam? The Law on Enterprises sets no general minimum charter capital. Some sector laws do, and the IRC authority reviews the investor’s financial capacity against the project’s capital (point c, Clause 1, Article 32 of Decree No. 96/2026/ND-CP).

How long does it take to set up a foreign-owned company in Vietnam? The statutory processing times are 10 working days for the IRC and 3 working days for the ERC, each counted from a valid dossier. Document preparation, legalisation and amendment requests add to this.

Do our parent company’s documents still need consular legalisation? From 11 September 2026, documents from states that apply the Apostille Convention with Vietnam need an Apostille instead. Documents from other states still need consular legalisation.

Is there a business licence fee in 2026? No. Collection of the fee stopped from 1 January 2026 under Clause 7, Article 10 of Resolution No. 198/2025/QH15.

How Pham Consult supports foreign investors

Pham Consult advises foreign investors on the conditions and procedures for setting up a foreign direct investment company and for company establishment under the Law on Enterprises. Within the agreed scope, the team prepares bilingual dossiers, assists with notarisation, legalisation and certified translation, submits and collects documents at the authorities on the client’s behalf, and handles the seal and initial tax registration. After licensing, the same firm can support your foreign-owned company in Vietnam with accounting, tax consulting and payroll. Pham Consult works from offices in Ho Chi Minh City (Trilimex Building, 487–489 Dien Bien Phu Street) and Hanoi (54 Lang Ha Street).

Book a company setup consultation to review your business lines, the order of procedures and a realistic timeline for your foreign-owned company in Vietnam.

Contact: +84 932 103 118

Email: info@phamconsult.com