Learn how to set up a foreign-owned company in Vietnam in 2026, including legal requirements, IRC, ERC, registration steps and investment procedures.
Vietnam continues to attract international investors seeking opportunities in manufacturing, international trade, technology, consulting, logistics, and other business sectors.
However, before entering the Vietnamese market, foreign investors must understand the legal requirements for company formation, foreign ownership restrictions, investment registration, and business licensing.
How can a foreign investor set up a foreign-owned company in Vietnam in 2026?
Under Vietnam’s current investment legislation, foreign individuals and foreign organizations may establish companies in Vietnam, subject to applicable market access conditions and other legal requirements.
Importantly, the Law on Investment No. 143/2025/QH15, effective from March 1, 2026, introduced a significant change to the sequence of foreign investment registration procedures.
This article, prepared by Song Thinh International Law Firm, explains the essential legal requirements, incorporation procedures, documentation, and compliance obligations that foreign investors should consider before establishing a company in Vietnam.
1. Can Foreigners Establish a Company in Vietnam?
Yes. Foreign individuals and foreign companies may establish business entities in Vietnam in accordance with Vietnamese law.
Depending on the proposed business activities, investment structure, and applicable international treaties, a foreign investor may establish:
- A single-member limited liability company (LLC).
- A limited liability company with two or more members.
- A joint-stock company (JSC).
- Other legally permitted forms of business entities.
A foreign investor may hold 100% of the charter capital of a Vietnamese company in sectors where full foreign ownership is permitted.
However, certain sectors are subject to foreign ownership limits, joint venture requirements, licensing conditions, or other market access restrictions.
Therefore, determining whether the proposed business activities are open to foreign investors should be the first step in any foreign company registration process.
2. What Are the Legal Requirements for Foreign Investors in Vietnam?
Before establishing a foreign-owned company in Vietnam, investors should review several important legal requirements.
2.1. Foreign Market Access Conditions
Article 8 of the Law on Investment No. 143/2025/QH15 provides the framework for market access conditions applicable to foreign investors.
Depending on the business sector, these conditions may relate to:
- Foreign ownership ratios.
- Permitted forms of investment.
- Scope of business activities.
- Investor qualifications and financial capacity.
- Vietnamese partners, where required.
- Other conditions prescribed by Vietnamese law or applicable international treaties.
Not every business sector is subject to the same restrictions.
For example, the legal conditions for a foreign-owned consulting company may differ significantly from those applicable to a retail business, logistics company, or telecommunications enterprise.
2.2. Company Name and Registered Office
A foreign-owned company must have a legally compliant enterprise name and a registered head office in Vietnam.
The proposed company name must comply with Vietnamese enterprise registration requirements and must not violate restrictions relating to identical or confusingly similar names.
The registered office must also satisfy the legal requirements applicable to its intended use.
Investors should verify the legal status of the premises before signing a long-term lease.
2.3. Investment Capital and Charter Capital
Foreign investors must determine the appropriate amount of investment capital and charter capital for their proposed business.
Vietnam does not impose one universal minimum charter capital requirement on all foreign-owned companies.
However, specific sectors may require minimum legal capital, financial capacity, deposits, or other financial conditions.
Investors should ensure that the proposed capital is sufficient to support the business plan and meet any applicable legal requirements.
2.4. Legal Representative
A foreign-owned company must appoint a legal representative in accordance with Vietnamese enterprise law.
A foreign national may serve as the legal representative, subject to applicable legal requirements.
Investors should carefully consider the representative’s authority, residency arrangements, and corporate governance responsibilities.
3. What Changed Under Vietnam’s 2025 Law on Investment?
One of the most important developments for foreign investors in 2026 concerns the sequence of company establishment and investment registration procedures.
Under the previous investment law, foreign investors were generally required to obtain an Investment Registration Certificate before establishing an economic organization, subject to statutory exceptions.
Article 19 of Law No. 143/2025/QH15 now permits foreign investors to establish economic entities to implement investment projects before completing procedures for issuance or amendment of an Investment Registration Certificate, provided that the relevant market access conditions are satisfied.
This new framework offers greater flexibility in structuring the establishment process.
However, it does not mean that an Investment Registration Certificate is no longer required for all foreign investment projects.
Article 26 of the Law on Investment continues to prescribe projects subject to investment registration.
Consequently, foreign investors must distinguish between:
- The legal establishment of a Vietnamese company.
- The registration and implementation of an investment project.
- Additional sector-specific business licensing requirements.
The correct sequence should be determined based on the proposed investment project and the applicable implementing regulations, including Decree No. 96/2026/ND-CP.
4. How to Set Up a Foreign-Owned Company in Vietnam: Step-by-Step Guide
The following steps provide a general framework for establishing a foreign-owned company in Vietnam in 2026.
Step 1: Determine the Business Activities and Foreign Ownership Structure
The investor should first identify the proposed business sectors and verify the relevant foreign market access conditions.
This assessment helps determine whether the company may be wholly foreign-owned or whether additional restrictions apply.
It should also identify any investment policy approval or sector-specific licensing requirements.
Step 2: Select the Appropriate Legal Entity
Common company structures include:
Single-Member Limited Liability Company
Suitable for a single investor, including a foreign individual or foreign corporate investor.
Multiple-Member Limited Liability Company
Suitable for businesses with two or more capital-contributing members, subject to the statutory membership limit.
Joint-Stock Company
Suitable for businesses requiring a shareholding structure, multiple investors, or future capital raising.
The appropriate structure depends on ownership arrangements, management objectives, and the proposed business model.
Step 3: Prepare the Company Registration Documents
Depending on the investor and company structure, the enterprise registration dossier may include:
- Application for enterprise registration.
- Company charter.
- Required information and lists of members, shareholders, or beneficial owners, as applicable.
- Identification documents of individual investors and relevant representatives.
- Legal documents of corporate investors.
- Authorization documents for representatives.
- Other documents required by the applicable registration procedures.
Documents issued abroad may require consular legalization, certified translation, or other authentication procedures, subject to applicable exemptions.
Additional documentation may be necessary for investment project registration.
Step 4: Apply for the Enterprise Registration Certificate (ERC)
The Enterprise Registration Certificate is the document confirming the registration of a company under Vietnamese enterprise law.
The registration dossier is generally submitted to the competent provincial-level business registration authority.
Under Decree No. 168/2025/ND-CP, the business registration authority generally examines an enterprise registration application and issues the ERC within three working days after receiving a valid dossier, subject to the applicable procedures.
This processing period does not include the time needed to prepare documents, obtain investment approvals, complete other required procedures, or correct an incomplete application.
Step 5: Complete the Investment Registration Procedures Where Required
Foreign investors must separately determine whether the proposed investment project requires an Investment Registration Certificate.
Under Article 26 of the Law on Investment 2025, investment projects of foreign investors generally fall within the categories subject to IRC procedures, while statutory exemptions apply to certain other forms and categories of investment.
For a project requiring an IRC, the investor must prepare an investment registration dossier in accordance with applicable law.
The documentation may include information regarding:
- The investor and investment objectives.
- Project location.
- Total investment capital and financing arrangements.
- Project scale and implementation schedule.
- Evidence of financial capacity.
- Legal grounds for using the proposed project location.
- Other required documents depending on the project.
Certain projects must obtain investment policy approval or satisfy additional requirements before receiving an IRC.
The competent authority and applicable processing period depend on the project’s location and legal classification.
Step 6: Open Bank Accounts and Contribute Capital
Following incorporation, the company should complete the necessary banking and capital contribution arrangements.
Depending on the investment structure and applicable foreign exchange regulations, a direct investment capital account may be required.
Foreign investors must comply with the regulations governing capital transfers, charter capital contributions, payment methods, and relevant deadlines.
Step 7: Complete Post-Incorporation and Business Licensing Requirements
Obtaining an ERC does not automatically authorize the company to conduct every proposed business activity.
Depending on the sector, additional procedures may include:
- Tax registration and electronic tax compliance.
- Electronic invoicing arrangements.
- Accounting and corporate recordkeeping.
- Employment and social insurance compliance.
- Investment activity reporting.
- Business licenses and specialized operating permits.
- Work permits, exemptions, visas, or residence procedures for foreign personnel, where applicable.
Companies should complete all mandatory procedures before commencing activities that are subject to specific licensing requirements.
5. What Is the Difference Between an IRC and an ERC in Vietnam?
Foreign investors frequently confuse these two documents.
Investment Registration Certificate (IRC)
An IRC records the registered information of an investment project and is issued under the investment law.
Enterprise Registration Certificate (ERC)
An ERC records the legal registration of a business entity under the enterprise law.
The two documents serve different legal purposes.
Depending on the project and investment structure, a foreign investor may need both an IRC and an ERC.
Since March 1, 2026, the new investment legislation has provided greater flexibility in the sequence of company formation and investment registration, but the distinction between the two certificates remains essential.
6. How Long Does It Take to Establish a Foreign-Owned Company in Vietnam?
The actual time required to establish a foreign-owned company depends on several factors, including:
- The nature of the business activities.
- Applicable foreign ownership restrictions.
- The quality and completeness of the application documents.
- Whether investment policy approval is required.
- Whether an IRC is required.
- The competent registration authorities.
- Specialized licensing requirements.
Although the ordinary ERC registration procedure generally provides for a three-working-day examination period after receipt of a valid dossier, foreign-invested company formation may require additional procedures.
Investors should therefore distinguish between statutory processing periods and the total time needed to complete the establishment and licensing process.
7. How Much Does It Cost to Set Up a Foreign-Owned Company in Vietnam?
The cost of establishing a foreign-owned company in Vietnam varies based on the investment structure and scope of services required.
Potential costs may include:
- Government registration fees.
- Legal consultation and incorporation services.
- Translation and consular legalization.
- Office leasing.
- Accounting and tax compliance.
- Business licenses and other specialized permits.
- Banking arrangements and administrative expenses.
The investment capital contributed to the company is separate from incorporation service fees and administrative expenses.
To obtain a realistic cost estimate, investors should first identify their proposed business activities, ownership structure, capital contribution, and intended location.
8. Common Legal Mistakes Foreign Investors Should Avoid
Foreign investors may encounter avoidable legal complications when entering the Vietnamese market.
Common mistakes include:
Incorrect business activity registration: Choosing activities without reviewing applicable market access restrictions.
Insufficient investment documentation: Submitting incomplete financial capacity documents or inconsistent project information.
Unsuitable registered office: Leasing premises that do not meet the legal requirements for the intended business.
Confusing company registration with business licensing: Assuming that an ERC authorizes activities requiring additional permits.
Incorrect capital contribution procedures: Transferring investment funds through inappropriate banking channels or failing to comply with capital contribution rules.
Relying on outdated legislation: Applying procedures based exclusively on the former Law on Investment 2020 without considering changes effective in 2026.
A legal review before incorporation can help investors identify these risks and select an appropriate registration strategy.
9. Frequently Asked Questions (FAQ)
Can a foreigner own 100% of a company in Vietnam?
Yes, foreign investors may own 100% of a Vietnamese company where the relevant business activities permit full foreign ownership and all applicable legal conditions are met.
Is an Investment Registration Certificate mandatory for every foreign-owned company?
Not necessarily. The requirement is determined by the nature of the investment project and the applicable statutory provisions. Foreign investors should assess IRC obligations separately from enterprise registration requirements.
Can a foreign investor establish a company before obtaining an IRC?
Yes, Article 19 of the Law on Investment 2025 permits foreign investors to establish an economic entity before completing IRC issuance or amendment procedures, subject to applicable market access conditions and implementing regulations.
Do foreign investors need a Vietnamese business partner?
Not in every case. A Vietnamese partner is generally unnecessary in sectors where full foreign ownership is permitted. Certain restricted sectors may impose additional ownership or investment structure conditions.
Is there a minimum capital requirement for foreign-owned companies?
There is no single universal minimum charter capital requirement for every foreign-owned company. However, capital and financial conditions may apply to particular sectors and projects.
Can a foreigner establish a company in Vietnam without visiting the country?
Certain incorporation procedures may be handled through duly authorized representatives, depending on the circumstances. However, document authentication, banking, identity verification, and other procedures may require additional arrangements.
Can a foreign-owned company operate immediately after receiving an ERC?
Only if all other applicable legal requirements have been satisfied. Some activities require further licenses or conditions before operations may commence.
Can foreign investors establish a company in Ho Chi Minh City?
Yes, subject to the relevant market access, business registration, investment project, premises, and licensing requirements.
10. Legal Basis
The principal legal instruments relevant to establishing a foreign-owned company in Vietnam in 2026 include:
- Law on Investment No. 143/2025/QH15, effective March 1, 2026, including Articles 8, 19, 20, 26, and 27.
- Decree No. 96/2026/ND-CP, dated March 31, 2026, detailing and guiding implementation of the Law on Investment.
- Law on Enterprises No. 59/2020/QH14, as amended and supplemented, including by Law No. 76/2025/QH15.
- Decree No. 168/2025/ND-CP on enterprise registration.
- Applicable international treaties, specialized legislation, and foreign exchange regulations.
The application of these instruments must be assessed in relation to each investor’s business activities and proposed investment project.
11. Foreign Investment Legal Services in Vietnam – Song Thinh International Law Firm
Establishing a company in a foreign jurisdiction requires more than submitting an incorporation application.
Foreign investors must carefully assess market access conditions, corporate structures, investment registration obligations, and ongoing regulatory compliance.
Song Thinh International Law Firm – Công Ty Luật Quốc Tế Song Thịnh provides legal assistance to foreign individuals and organizations seeking to establish and operate businesses in Vietnam.
Our legal services include:
- Legal consultation on foreign investment conditions.
- Foreign-owned company establishment and registration.
- Preparation and review of investment registration documents.
- Assistance with IRC and ERC procedures.
- Advice on foreign ownership and corporate structures.
- Investment license amendment and corporate restructuring.
- Legal assistance with capital contributions and share acquisitions.
- Corporate compliance and commercial dispute resolution.
Planning to Set Up a Foreign-Owned Company in Vietnam?
Contact Song Thinh International Law Firm
SONG THINH INTERNATIONAL LAW FIRM
Foreign Investment & Corporate Legal Services in Vietnam
Are you planning to establish a foreign-owned company or expand your business in Vietnam?
Our legal team provides professional assistance with company formation, investment registration, business licensing, corporate compliance, and other legal matters relating to foreign investment in Vietnam.
Contact Information
Address: 176/39 Tran Huy Lieu Street, Cau Kieu Ward, Ho Chi Minh City, Vietnam.
Phone: +84 945 076 879
Email: [email protected]
Contact us today for professional legal consultation and assistance with your investment in Vietnam.
