Setting Up a Company in Ho Chi Minh City as a Foreign Investor: Where to File and What to Expect Locally

To set up a company in Ho Chi Minh City as a foreign investor, you file the investment registration with the city’s Department of Finance, or with the management board of the industrial park, export processing zone or hi-tech park where the project will be located, and you register the company itself online with the Business Registration Office of the same Department. By law the investment registration certificate (IRC) is issued within 10 working days of a valid dossier and the enterprise registration certificate (ERC) within 3 working days.

This guide focuses on what is specific to Ho Chi Minh City in 2026: which authority receives your file after the 2025 reorganisation, how the merger with Binh Duong and Ba Ria – Vung Tau changes addresses and industrial zones, and which local mistakes most often slow a project down. For the full national procedure, see our complete guide to setting up a foreign-owned company in Vietnam. The legal position is stated as of 2 November 2026.

What changed in Ho Chi Minh City in 2025 and 2026

Three changes shape how you set up a company in Ho Chi Minh City today. First, the city’s former Department of Planning and Investment was merged into the Department of Finance in 2025, so business registration and investment registration for projects outside the zones are now handled by the Department of Finance. Second, under Resolution No. 202/2025/QH15 of the National Assembly, adopted on 12 June 2025, Binh Duong and Ba Ria – Vung Tau provinces were merged into Ho Chi Minh City, and the new city government began operating on 1 July 2025, so the city now covers many more industrial parks and a port area.

Third, under the Law on Organisation of Local Government No. 72/2025/QH15, local government has worked on two levels since 1 July 2025, city and ward or commune, and district-level authorities ceased to operate on that date. Addresses in new filings therefore use the ward or commune and the city, not the old district. On the investment side, the Law on Investment No. 143/2025/QH15 took effect on 1 March 2026, and Decree No. 96/2026/ND-CP, effective 31 March 2026, sets the dossier and the 10-working-day timeline for the IRC. Law No. 24/2026/QH16 amends the Law on Investment from 2027, so check for changes if you file after that date.

Where to file when you set up a company in Ho Chi Minh City

The right authority depends on where the project will operate. The table below summarises who receives each filing when you set up a company in Ho Chi Minh City.

Filing	Project location	Receiving authority	Legal basis
Investment registration (IRC)	Outside industrial parks, export processing zones and hi-tech parks	Ho Chi Minh City Department of Finance	Clause 2, Article 27, Law on Investment No. 143/2025/QH15; Article 36, Decree No. 96/2026/ND-CP
Investment registration (IRC)	Inside an industrial park or export processing zone	Management board of the zone, such as the Ho Chi Minh City Export Processing and Industrial Zones Authority (HEPZA)	Clause 1, Article 27, Law on Investment No. 143/2025/QH15; Clause 3, Article 36, Decree No. 96/2026/ND-CP
Investment registration (IRC)	Saigon Hi-Tech Park	Saigon Hi-Tech Park Management Board	Clause 1, Article 27, Law on Investment No. 143/2025/QH15; Clause 3, Article 36, Decree No. 96/2026/ND-CP
Enterprise registration (ERC)	Anywhere in the city	Business Registration Office, Ho Chi Minh City Department of Finance; can be filed online	Clause 5, Article 26, Law on Enterprises No. 59/2020/QH14 (amended by Law No. 76/2025/QH15); Decree No. 168/2025/ND-CP (amended by Decree No. 296/2026/ND-CP)

For projects in industrial parks of the former Binh Duong and Ba Ria – Vung Tau provinces, confirm which management board now handles the zone before you file, because the zone authorities were reorganised after the merger. HEPZA publishes its procedures and forms on its website, and the ERC dossier can be submitted online through the National Business Registration Portal.

Step by step: how to set up a company in Ho Chi Minh City

Step	What happens	Statutory timeline	Legal basis
1. Check market access	Confirm the business lines are open to foreign investors and note any conditions	Before filing	Clause 3, Article 8, Law on Investment; Appendix I, Decree No. 96/2026/ND-CP
2. Choose the route	IRC first, or ERC first and the project procedures afterwards	Before filing	Clause 2, Article 19, Law on Investment; Article 72, Decree No. 96/2026/ND-CP
3. Investment registration	File the IRC dossier with the competent authority	10 working days from a valid dossier	Clause 3, Article 39, Decree No. 96/2026/ND-CP
4. Enterprise registration	File the ERC dossier, usually online through the national portal	3 working days from a valid dossier	Clause 5, Article 26, Law on Enterprises
5. Bank accounts	Open the investment capital account and an operating account	After the ERC	Circular No. 38/2026/TT-NHNN
6. Capital contribution	Contribute the full charter capital through the investment capital account	Within 90 days from the ERC date	Clause 2, Article 47; Clause 2, Article 75; Clause 1, Article 113, Law on Enterprises
7. Tax set-up	Digital signature, e-invoices, first tax returns; no business licence fee from 2026	From the first tax period	Clause 7, Article 10, Resolution No. 198/2025/QH15

The timelines in the table are statutory processing periods once a dossier is complete and valid. In practice, the time needed to set up a company in Ho Chi Minh City is driven mostly by preparation: collecting the parent company’s documents, legalising or apostilling them, translating them and agreeing the office lease. Requests for additional information restart the clock, so a clean first submission is the best way to save time.

IRC first or ERC first?

Under Clause 2, Article 19 of the Law on Investment No. 143/2025/QH15, a foreign investor may now establish the company before obtaining the IRC, and then carry out the investment project procedures. Clause 4, Article 72 of Decree No. 96/2026/ND-CP gives the company 12 months from its establishment to obtain the IRC, and the company may carry out the investment project only after the IRC is issued. We explain the option and its risks in our article on setting up a company before the IRC.

In our professional view, the ERC-first route suits investors who need a legal entity quickly, for example to sign a lease or hire key staff, and whose business lines are clearly open to foreign investors. The IRC-first route remains the safer choice when market access is uncertain, when the project needs land or an industrial park location, or when the investor would rather not hold a company that may later fail to obtain the IRC.

If you choose the ERC-first route, Clause 3, Article 7 of Circular No. 38/2026/TT-NHNN allows the new company to open one investment capital account in foreign currency and/or one in Vietnamese dong at a single licensed bank before the IRC is issued. The account may only be used to receive charter capital and interest, pay lawful costs of preparing the investment, and return capital to the investor if the IRC is not granted. The Ministry of Finance pointed to this rule in a reply published on 15 October 2026.

Choosing a head office address in Ho Chi Minh City

The head office address is where many delays start. The lease must be in place and the address must be usable as an office before you file. Points to check when you set up a company in Ho Chi Minh City:

• The address uses the new ward or commune name and Ho Chi Minh City, without the old district, and matches the lease and the landlord’s documents.
• The premises are permitted for office use. Point c, Clause 8, Article 3 of the Housing Law No. 27/2023/QH15 prohibits using an apartment unit for non-residential purposes, so a residential apartment is not a suitable head office. Check the building’s permitted use before signing.
• For a manufacturing or warehouse project, the industrial park and the plot are confirmed, because the zone authority will review the location as part of the IRC.
• The landlord can provide the ownership or land use documents and, where required, its own business registration, because the authority may ask for them.

A serviced office or a co-working space can be used if the provider issues a proper lease for a defined space and the address can receive official mail. Confirm this in writing before you rely on it.

Documents from the parent company

A corporate investor needs its certificate of incorporation, its charter and, usually, its latest audited financial statements or other proof of financial capacity, together with passports and authorisations for the people involved. Documents issued abroad must be legalised or, since 11 September 2026, apostilled if the issuing country is a party to the Apostille Convention and has not objected to Vietnam’s accession, as announced by the Ministry of Justice, and then translated into Vietnamese. See our article on the Apostille for corporate documents for the details.

Build in time for this step. Couriers, notaries and translation often take longer than the government’s own processing period when you set up a company in Ho Chi Minh City, especially when several group entities are involved.

After the licences: the first 90 days

Once the ERC is issued, the company must make its seal, open its bank accounts and contribute the charter capital within 90 days. For a foreign-owned company, the capital must go through the investment capital account opened under Circular No. 38/2026/TT-NHNN. Contributions paid into the wrong account, or paid late, create problems that are hard to fix later, including adjustments to the registered charter capital. Our capital contribution service covers this step.

In the same period, the company sets up its digital signature, registers e-invoices, chooses its accounting regime and files its first tax returns. The business licence fee was abolished from 1 January 2026 under Clause 7, Article 10 of Resolution No. 198/2025/QH15, as confirmed on the Government’s policy portal, so new companies no longer declare it. Our guide to bookkeeping in the first 90 days lists each deadline.

7 mistakes to avoid when you set up a company in Ho Chi Minh City

• Signing a long lease before confirming that the business lines are open to foreign investors and that the premises can be used as an office.
• Using an old address format with the district name, which no longer matches the two-level local government structure.
• Filing the IRC with the Department of Finance for a project that is inside an industrial park, or the reverse.
• Assuming that an industrial park in the former Binh Duong or Ba Ria – Vung Tau area is still handled by the same authority as before the merger.
• Starting the ERC-first route without a plan to complete the project procedures within 12 months.
• Paying charter capital into an ordinary account instead of the investment capital account, or missing the 90-day deadline.
• Underestimating the time to legalise or apostille and translate the parent company’s documents.

A hypothetical example

Hypothetical example: a Korean software company wants to set up a company in Ho Chi Minh City to serve clients in Asia. Its business lines are open to foreign investors without conditions, and it needs a legal entity quickly to sign an office lease in a ward of the city centre. It chooses the ERC-first route, obtains the ERC, opens the investment capital account and contributes the capital within 90 days.

It then files the investment project procedures with the Department of Finance well within the 12-month period. A second investor, a Japanese parts manufacturer, chooses an industrial park in the former Binh Duong area. Because it needs a plot in the zone and the zone authority must review the location, it follows the IRC-first route and files with the management board of that industrial park.

Frequently asked questions

How long does it take to set up a company in Ho Chi Minh City? The statutory periods are 10 working days for the IRC and 3 working days for the ERC once each dossier is valid. Total time depends mainly on document preparation and on whether the authority asks for more information.

Do I still need an IRC? A foreign investor needs an IRC for its investment project, but under the Law on Investment No. 143/2025/QH15 it may establish the company first and complete the project procedures within 12 months.

Can I file in person? The ERC dossier can be filed online through the National Business Registration Portal, which is the usual route in practice. Check the receiving authority’s current guidance on in-person filing for both the ERC and the IRC dossier.

Can the head office be in an apartment? Not in a unit intended for residential use, because the Housing Law No. 27/2023/QH15 prohibits using an apartment for non-residential purposes. Check the building’s permitted use before you sign a lease.

Does the address need the district name? No. Since 1 July 2025 local government has two levels, so addresses use the ward or commune and the city.

Is there a business licence fee for a new company? No. It was abolished from 1 January 2026.

How Pham Consult helps you set up a company in Ho Chi Minh City

Pham Consult advises foreign investors on the conditions and procedures for establishing a foreign direct investment company and on company establishment under the Law on Enterprises. Within the agreed scope, our team prepares bilingual dossiers, arranges notarisation, legalisation and certified translation, files with the authorities on the client’s behalf, and handles the seal and initial tax registration. After licensing we can continue with accounting and tax consulting.

Our head office is in Ho Chi Minh City, at Trilimex Building, 487–489 Dien Bien Phu Street, and we also have an office in Hanoi at 54 Lang Ha Street. If you plan to set up a company in Ho Chi Minh City, book a company setup consultation or call +84 909 660 105, and we will review your business lines, route and timeline with you.

This article reflects the law as of 2 November 2026 and is general information, not legal advice for a specific case.