VI Establishing a foreign-invested enterprise (FDI enterprise) in Vietnam is a common option for foreign investors seeking to directly conduct manufacturing and business activities in the Vietnamese market. However, the process is generally more complex than establishing a domestic enterprise, as it involves regulations on investment, enterprises, foreign exchange, taxation, and market access conditions applicable to foreign investors. In this article, Pham Consult provides a guide to establishing an FDI enterprise in Vietnam under the latest regulations.
1. Overview of FDI Enterprises
An FDI enterprise generally refers to an enterprise with foreign direct investment that is established and operates in Vietnam with the participation of foreign investors.
Under Clause 19, Article 3 of the Law on Investment No. 143/2025/QH15, a foreign investor is defined as “an individual holding foreign nationality or an organization established under foreign law conducting investment and business activities in Vietnam.” Clause 22, 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.”
In terms of investment forms, Clause 1, Article 18 of the 2025 Law on Investment recognizes “investment in establishing an economic organization” as one of the forms of investment in Vietnam.
Before establishing an enterprise, investors should review the following matters:
- Whether the proposed business lines are prohibited from investment and business activities;
- Whether the business lines are subject to conditions applicable to foreign investors;
- The foreign ownership ratio;
- The proposed investment form and type of enterprise;
- The project location;
- The investment capital, contributed capital and capital contribution schedule;
- Requirements relating to land, construction, environmental protection, fire prevention and fighting, labor, or specialized licenses applicable to the proposed business activities.
Reviewing these requirements, understanding the procedures and completing all required steps in accordance with applicable regulations can help investors streamline the process of obtaining investment and business licenses and facilitate subsequent 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 of foreign investors are subject to procedures for obtaining an Investment Registration Certificate (IRC).
For projects that are not subject to investment policy approval, Article 39 of Decree No. 96/2026/ND-CP requires investors to submit one application dossier for an IRC containing the documents specified in Clause 1, Article 32 of the Decree.
In general, the application dossier includes:
- An application for implementation of the investment project;
- Documents proving the legal status of the investor;
- Documents proving the investor’s financial capacity;
- An investment project proposal;
- Documents evidencing the investor’s right to use the project location or other documents identifying the project location, depending on the specific case;
- A technology explanation if the project is subject to technology appraisal or consultation requirements;
- A BCC contract if the project is implemented in the form of a business cooperation contract (BCC);
- Other documents relating to the project, investment conditions and the investor’s capacity where required under specialized regulations.
Under Clause 3, Article 39 of Decree No. 96/2026/ND-CP, the investment registration authority will issue the IRC within 10 working days from the date of receipt of a valid application, provided that the project satisfies the statutory conditions, including requirements concerning business lines, project location, planning, market access conditions and other relevant requirements.
Article 41 of Decree No. 96/2026/ND-CP provides that:
“Before carrying out procedures for issuance or amendment of an Investment Registration Certificate, the investor shall make an online declaration of information about the investment project on the National Investment Information System. Within 10 working days from the date of making the online declaration, the investor shall submit the application for issuance or amendment of the Investment Registration Certificate to the investment registration authority.”
2.2. Preparing the Application and Procedures for Enterprise Registration (ERC)
After obtaining the Investment Registration Certificate, the investor proceeds with enterprise registration.
Depending on the number of investors, ownership structure and business objectives, the investor may choose an appropriate corporate form, such as a single-member limited liability company, a multi-member limited liability company or a joint stock company.
The application dossier for establishing an FDI enterprise includes:
- An application for enterprise registration;
- The company charter;
- Legal documents of members/shareholders and the legal representative;
- Legal documents of organizations acting as members/shareholders;
- Documents appointing authorized representatives of organizational members/shareholders;
- The Investment Registration Certificate;
- Other documents required depending on the type of enterprise and specific circumstances.
Under Articles 37 and 38 of Decree No. 168/2025/ND-CP, enterprise registration may be conducted electronically using an electronic identification account. Electronic registration documents have the same legal validity as paper documents if the statutory requirements are satisfied.
The business registration authority will review the validity of the application and issue the Enterprise Registration Certificate within the statutory time limit. Providing accurate information regarding the company name, head office address, business lines, charter capital, members/shareholders and legal representative can help minimize requests for amendments or supplementation of the application.
2.3. Publishing Enterprise Registration Information
After obtaining the ERC, the enterprise must publish its enterprise registration information on the National Business Registration Portal.
Under 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. The published information includes the contents of the Enterprise Registration Certificate and the following information:
a) Business lines;
b) List of founding shareholders; list of shareholders who are foreign investors in the case of a joint stock company (if any).”
2.4. Making the Company Seal
An FDI enterprise may have its company seal made after completing the above procedures for use in its business transactions.
Under Article 43 of the 2020 Law on Enterprises, the company seal is regulated as follows:
“1. A seal includes a seal made by a seal-making establishment or a seal in the form of a digital signature in accordance with the law on electronic transactions.
2. The enterprise shall decide on the type, number, form and contents of the seals of the enterprise, branches, representative offices and other units of the enterprise.
3. The management and retention of seals shall comply with the company charter or regulations issued by the enterprise, branch, representative office or other unit of the enterprise that has the seal. The enterprise shall use its seal in transactions in accordance with the law.”
2.5. Opening a Direct Investment Capital Account
For foreign-invested enterprises, opening a direct investment capital account is a mandatory requirement for conducting capital contribution transactions, transferring investment capital and other relevant foreign exchange transactions in accordance with applicable regulations. The account must be opened at an authorized bank as prescribed by law.
Clause 4, Article 4 of Circular 38/2026/TT-NHNN stipulates that capital contributions in cash by consultants or member enterprises must be made via bank transfer to an investment capital account denominated in foreign currency or Vietnamese Dong.
In addition to the direct investment capital account, an enterprise may need to open a payment account for its business operations and an account for foreign loans and repayment of foreign debts where it incurs foreign loans that are required to be processed through a specialized account under foreign exchange regulations.
2.6. Completing Post-Establishment Procedures
After completing enterprise registration, investors must carry out additional procedures and tasks to prepare the enterprise for actual operations.
These procedures may include:
- Contributing capital within the committed timeframe;
- Completing tax and accounting procedures;
- Registering a digital signature and electronic invoices;
- Completing procedures relating to employee recruitment;
- Obtaining specialized licenses and satisfying applicable business conditions;
- Reviewing obligations relating to land, construction, environmental protection, and fire prevention and fighting.
PHAM CONSULT – CORPORATE AND INVESTMENT LEGAL CONSULTING
Pham Consult provides consulting and legal support to foreign investors throughout the implementation of their investment projects in Vietnam. Our services include advice on market access conditions, investment structure and model selection, obtaining Investment Registration Certificates, establishing FDI enterprises, corporate governance consulting, and post-establishment legal procedures.
With more than 15 years of experience in legal and investment consulting for businesses, Pham Consult is committed to providing professional and dedicated services tailored to clients’ needs at reasonable service costs.
Contact us to receive advice from our experienced team of legal professionals.
