Company Setup in Vietnam for Foreign Investors

Attorney Vu Manh Quynh is the Managing Partner of ECOVIS Vietnam Law, advising international investors on Foreign Direct Investment (FDI), corporate governance, and regulatory compliance in Vietnam.

Summary: ECOVIS Vietnam Law guides foreign investors through company setup in Vietnam — from investment feasibility and IRC/ERC registration to post-licensing compliance. Attorney Vu Manh Quynh provides practical, execution-ready legal advisory for international companies entering the Vietnamese market through wholly foreign-owned companies, joint ventures, or representative offices.

Part of our guide: Market Entry in Vietnam · FDI Law in Vietnam

Legal Basis at a Glance

1. Vietnam Market Entry: Structure Before Incorporation

Most foreign investors start at the wrong point. The first question they ask is: “How do I register a company?” The first question they should ask is: “What structure is legally permitted for my business activities, and what is the correct regulatory sequence to reach lawful operation?”

Under Investment Law 143/2025/QH15 (effective 1 March 2026) and Decree 96/2026/ND-CP, most foreign-invested projects still obtain the IRC before the ERC, but eligible investors may now establish the ERC first and complete IRC procedures within 12 months (Decree 96/2026/ND-CP, Article 72). Which sequence applies depends on the specific investment structure and sector. For conditional sectors, sector-specific pre-approvals may be required before or in parallel with IRC filing. The applicable pathway depends on the specific business activities — there is no single universal sequence that applies to all sectors.

Getting the sequence wrong does not only delay the process — it can generate filings that need to be withdrawn and refiled, creating administrative complications with the DPI. A pre-filing feasibility review with qualified legal counsel is the step that determines whether the project can proceed on the planned timeline.

2. Business Lines: The Most Consequential Early Decision

• Conditional business lines: sectors listed in the Investment Law 2020 annexes require compliance with specific conditions — including education, healthcare, finance, and media
• Prohibited business lines: foreign investors may not invest in certain listed activities
• Scope alignment: business lines must align with the actual revenue model. Mismatches create compliance risk during tax audits, licence renewals, and regulatory inspections
• Amendment cost: changes after registration require a licence amendment and may trigger re-review

“The business line selection at IRC stage defines the regulatory box the company operates in for the life of the investment. Getting it right at the start saves months of amendment procedure and avoids the operational constraints that come with a licence scope that is too narrow.” — Attorney Vu Manh Quynh, Managing Partner, ECOVIS Vietnam Law

3. The IRC and ERC Process

1. Pre-filing feasibility review: confirm permitted business lines, ownership structure, competent authority, and DPI documentation requirements
2. Prepare IRC application: investor identity documents (notarized, apostilled, translated), business plan summary, financial capacity evidence, proposed charter, and location documentation
3. Submit IRC to provincial DPI: HCMC Department of Planning and Investment (District 1). Statutory processing: 10 working days for standard non-conditional applications (Decree 239/2025/ND-CP, effective 3 September 2025; previously up to 15 days)
4. Receive IRC: opens the right to proceed with enterprise registration
5. Submit and receive ERC: company name, registered capital, legal representative, management structure
6. Post-establishment compliance: seal registration, tax registration, DICA opening, charter execution, and sector operational licences where required

Total timeline from document preparation to lawful operation: 6 to 10 weeks for standard non-conditional applications in HCMC. Conditional sectors add 4 to 16 weeks depending on the line ministry involved.

4. Capital, Tax, Accounting, and Bank Account

• Registered capital: must be contributed within 90 days of ERC issuance. Late contribution without amendment is a compliance violation
• DICA (Direct Investment Capital Account, now called a foreign investment capital account under Circular 38/2026/TT-NHNN, effective 18 August 2026): must be opened with a licensed bank to receive the foreign capital contribution. Capital contributed to a regular corporate account is not properly structured for FDI reporting. Circular 38/2026 also permits eligible newly established entities to open this account before the IRC is issued, for defined pre-IRC purposes
• Tax registration: corporate income tax and VAT registration required from ERC issuance date
• Accounting: records must be maintained in Vietnamese Dong under VAS or IFRS (for qualifying entities), from the first month of operation
• Social insurance: registration required within 30 days of first hire
• Personal data protection: Decree 13/2023/ND-CP applies from first collection of customer, employee, or partner data — no grace period for newly established companies

5. Common Mistakes to Avoid

• Signing a lease before the IRC is issued — the registered address must match the actual location; location issues after lease commitment create compounding problems
• Setting registered capital below actual operational requirements
• Business lines too narrow (restricting lawful operations) or misaligned with actual revenues
• Appointing a legal representative who cannot maintain the physical presence and availability that interaction with DPI, tax authorities, and licensing bodies requires
• Failing to open a DICA before making the initial capital contribution
• Delaying tax registration, seal registration, and sector operational licences after receiving ERC

6. Frequently Asked Questions

What is the difference between the IRC and the ERC?

The Investment Registration Certificate (IRC) registers the investment project and the foreign investor’s right to conduct business in Vietnam. The Enterprise Registration Certificate (ERC) registers the legal entity. Most foreign investors still obtain the IRC before the ERC, but since Decree 96/2026/ND-CP (effective 31 March 2026) eligible investors may establish the ERC first and complete IRC procedures within 12 months. Domestic Vietnamese investors generally only require an ERC. See our detailed IRC vs ERC guide for the current sequencing rules.

Can a foreign investor own 100% of a company in Vietnam?

Yes, in most sectors. Vietnam has progressively opened to 100% foreign ownership. Conditional sectors — including certain education models, healthcare, finance, and media — have ownership restrictions or additional requirements. An investment feasibility review will confirm the available ownership structure for your specific planned activities.

How much registered capital is needed?

No general statutory minimum applies to most sectors. Registered capital should reflect actual planned investment. For small service companies, USD 10,000 to USD 50,000 is common; for manufacturing or large-scale operations, USD 500,000 and above. Setting capital too low requires amendment; too high creates pressure to contribute uncommitted capital.

How long after ERC does capital need to be contributed?

Members of an LLC must contribute registered capital within 90 days of ERC issuance. If not contributed within 90 days, the charter capital must be reduced to the amount actually contributed by ERC amendment. Late contribution without amendment carries administrative penalties.

What happens if business lines need to change after registration?

A licence amendment must be filed with the DPI before beginning the new activities. For non-conditional sectors: 5 to 10 working days. For conditional sectors requiring ministry approvals: longer. Conducting activities outside registered business lines before amendment is a compliance violation.

Can I set up a company remotely without being in Vietnam?

The setup process can be substantially managed remotely with notarized and apostilled documents and a power of attorney. The legal representative must eventually be available to represent the company with authorities. ECOVIS Vietnam Law can advise on the remote setup documentation and coordinate the required steps.

7. Implementation Checklist

• ☐ Conduct investment feasibility review: permitted business lines, ownership structure, and regulatory pathway
• ☐ Confirm whether sector pre-approval or post-registration operating licence is required
• ☐ Select company type: LLC, JSC, representative office, or branch
• ☐ Prepare investor identity documents: notarized, apostilled, certified Vietnamese translation
• ☐ Confirm registered office address and lease suitability for licensed activities
• ☐ Draft company charter aligned to Enterprise Law 2020
• ☐ File IRC with provincial DPI; upon approval, file ERC
• ☐ Open DICA with a licensed bank in Vietnam
• ☐ Contribute registered capital to DICA within 90 days of ERC issuance
• ☐ Complete corporate income tax and VAT registration
• ☐ Set up accounting from the first month of operation
• ☐ Register for social insurance upon first hire
• ☐ Apply for sector-specific operational licences where required
• ☐ Document legal representative authority: scope, signing limits, and succession

Request a Vietnam market-entry legal roadmap. Contact Attorney Vu Manh Quynh: vietnam@ecovislaw.vn | www.ecovislaw.vn

Attorney Vu Manh Quynh is the Managing Partner of ECOVIS Vietnam Law, advising international investors on Foreign Direct Investment (FDI), corporate governance, and regulatory compliance in Vietnam.

This material is for general informational purposes only and does not constitute legal, tax or professional advice. Investors should seek specific advice based on their business sector, ownership structure and investment location in Vietnam. Legal and regulatory references reflect the position as of June 2026, updated 21 August 2026, and are subject to change.

Last reviewed: 21 August 2026 | ECOVIS Vietnam Law