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FDI & market entry: from structuring question to a company that can invoice
We take foreign investors through structure selection, investment registration and the first-year obligations — in Vietnamese before the authority, in your language in the memo.
Summary
Foreign investors entering Vietnam normally choose between a wholly foreign-owned enterprise, a joint venture with a Vietnamese partner, a branch or representative office, or a contractual arrangement without a legal entity. The choice determines the licences required, the tax profile, the capital you must actually transfer, and how quickly you can start invoicing. We advise on that decision, then execute the registrations that follow it.
What the engagement covers
Structure and ownership
WFOE, joint venture, branch, representative office or contract-only presence — with the ownership limits that apply to your activity.
Market access review
Whether the business line is open, conditional or closed to foreign investors under Vietnam’s WTO commitments and sector law.
IRC and ERC applications
Preparation, filing and follow-up with the licensing authority, including supplementary questions and site confirmations.
Capital and banking
Charter capital sizing, the direct investment capital account, and the contribution deadline that actually binds you.
Lease and site documents
Review of office or industrial-park lease, land use rights position, and address eligibility for the licence.
First-year obligations
Seal, tax code, e-invoice, social insurance, labour registrations and the compliance calendar that follows.
The sequence, and how long each part usually takes
Structuring and feasibility
Decide the entity, ownership and activity codes; identify conditions and any pre-approval.
Document collection and legalisation
Corporate documents of the investor, notarised, legalised and translated.
IRC application
Investment Registration Certificate with the provincial authority or industrial zone board.
ERC and set-up
Enterprise Registration Certificate, seal, tax registration, bank accounts, e-invoicing.
Operational readiness
Labour registrations, work permits, sector sub-licences, capital contribution.
Indicative only. Conditional sectors, land or construction elements, legalisation of foreign corporate documents and provincial practice all change the timeline.
Where market-entry projects go wrong
Definitions investors keep asking for
IRC — Investment Registration Certificate
The approval of the investment project itself, issued to foreign investors before the company exists.
ERC — Enterprise Registration Certificate
The document that creates the Vietnamese company and records its capital, legal representative and business lines.
Conditional sector
A business activity foreign investors may only conduct subject to conditions — ownership caps, licences, experience or capital requirements.
DICA
Direct investment capital account: the bank account through which charter capital and repatriation must flow.
FAQ
Can a foreign investor own 100% of a Vietnamese company?
In most manufacturing, trading and service activities, yes. Ownership caps remain in certain regulated sectors such as advertising, logistics sub-sectors, telecommunications and some transport activities; the applicable cap must be checked against the specific activity code.
Is a representative office enough to start?
A representative office may promote, coordinate and conduct market research, but it cannot generate revenue or sign commercial contracts in Vietnam. It is useful as a first step, not as a trading vehicle.
How much charter capital is required?
There is no general statutory minimum for most activities, but the amount must be credible against the business plan and sufficient for licensing; specific sectors (banking, insurance, real estate, education) impose statutory minimums.
Do we need a Vietnamese partner?
Only where the sector requires it or where local licences, land or distribution networks make a joint venture commercially preferable. Where a JV is used, the shareholders agreement matters more than the incorporation.
Can the legal representative live outside Vietnam?
The company must always have at least one legal representative resident in Vietnam. Where the sole representative leaves the country, an authorised replacement must be appointed.
What does the process cost?
Market entry work is normally quoted as a fixed fee per stage — structuring advice, IRC, ERC and post-licence registrations — plus government charges and translation or legalisation costs stated separately.
Planning an entry into Vietnam this year?
Send us the activity, the target province and the intended ownership — we will tell you which route is available and what it takes.