Before filing any application, foreign investors typically need to:
Most foreign investors use a Limited Liability Company (LLC) or Joint Stock Company (JSC). Branches and representative offices are also possible but serve different purposes and have different legal limitations.
Identify the proposed business activities and applicable VSIC codes, ensuring the activities are not prohibited, any conditional business requirements are identified, and foreign ownership restrictions or market access conditions are assessed.
There is generally no universal statutory minimum charter capital for establishing a company in Vietnam. However, the proposed capital should be sufficient for the investment project and may be reviewed by the licensing authority based on the project's scale, activities, operating expenses, staffing and investment plan.
The company must have a registered head-office address in Vietnam, generally supported by a lease agreement or service-office contract, with premises suitable and permitted for business use.
Confirm that the intended business activities are permitted at the desired level of foreign ownership under Vietnam's investment and sector-specific regulations.
A market entry assessment maps structure, business lines and ownership before you file anything — from USD 150.
Start your assessment →For a foreign-invested enterprise, the IRC is generally the first formal investment licensing step.
An IRC is generally required when a foreign investor establishes a new investment project in Vietnam. Investment registration requirements may also arise in connection with certain capital contribution, share purchase or capital acquisition transactions — the exact requirement should be assessed against the proposed structure and applicable market access rules.
Depending on location and nature of the project, the competent authority may be the provincial investment registration authority, or the relevant management authority of an industrial park, export processing zone, hi-tech park or economic zone.
The IRC generally records investor details, project name and objectives, investment capital and contribution schedule, project location and duration, business activities, and applicable market access conditions.
An IRC dossier typically includes the application form, a feasibility description of the project (activities, scale, capital, labour, location), evidence of the investor's financial capacity, and investor identification/corporate documents. Individual investors generally need a notarised and/or consular-legalised passport; corporate investors typically provide a certificate of incorporation, charter documents, and latest financial statements. Foreign-issued documents generally need notarisation, authentication/consular-legalisation and Vietnamese translation.
Processing time: approximately 15–25 working days after a complete and valid dossier, though the actual timeline depends on sector, project complexity, location, requests for clarification, and whether additional approvals are needed.
Once the IRC is issued, the investor generally proceeds with the ERC — the document that formally establishes the Vietnamese legal entity.
The ERC records the company name, head-office address, charter capital, owners or shareholders, legal representative, and registered business lines. It also serves as the company's principal registration document, and its enterprise identification number is generally used as its tax identification number.
The ERC application typically includes the application for enterprise registration, the company charter, a list of founding members/shareholders, identification documents, and corporate registration documents for organizational investors, alongside information on the legal representative (who may need to satisfy residency requirements). The dossier is generally submitted electronically through the National Business Registration Portal, which may require a VNeID electronic identification account.
Processing time: generally 5–7 working days after a complete and valid dossier is accepted.
The establishment of the company must be publicly announced through the National Business Registration Portal.
The company may arrange for its corporate seal to be designed and engraved. Traditional seal-registration procedures have been significantly simplified — internal rules should specify management and use.
Confirm tax registration information, obtain a digital signature for e-filings, set up electronic tax filing and e-invoicing, and register for VAT, CIT and other obligations.
Foreign-invested companies generally need a direct investment capital account for contributing capital, plus operating payment accounts in VND and, where necessary, foreign currencies.
Charter capital must generally be fully contributed within 90 days from ERC issuance, unless a different schedule is permitted or approved.
If the company employs workers, complete employer registration and enroll employees in social, health and unemployment insurance.
Trading, retail outlet, education, tourism, food safety, transport and other sector-specific approvals may be required before commencing regulated activities — see business licensing.
The actual timeline depends heavily on the investment structure, sector and location. A straightforward FDI registration generally involves:
| Stage | Typical timeline |
|---|---|
| Preparation | 1–4 weeks |
| IRC + ERC licensing | Approximately 7–10 weeks for straightforward sectors |
| Post-licensing setup | Approximately 2–4 weeks |
| Additional sector-specific licensing | Variable |
Conditional or regulated sectors may require substantially more time.
For most foreign investors establishing a new operating business in Vietnam, registration is a two-stage licensing process — IRC followed by ERC — followed by operational and compliance setup. However, the actual process depends on the investor's nationality, business activities, foreign ownership percentage, investment capital, investment location, proposed corporate structure, and applicable sector-specific regulations.
A proper foreign market access assessment and investment structure review should be completed before preparing the licensing dossier. This helps identify ownership restrictions, additional licenses and documentation requirements early, reducing the risk of delays or restructuring after incorporation.