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Company registration documents Vietnam: Explore passport, corporate records, financial proof, IRC, ERC and legalization requirements for foreign investors in 2026.

Company registration documents Vietnam is a common search topic for foreign investors preparing to establish a business in Vietnam.

When preparing company registration documents in Vietnam, foreign individuals and overseas companies must understand the requirements for identification, corporate records, investment project documents, and financial capacity evidence.

Under Vietnam’s investment and enterprise laws in 2026, the required documentation depends on the investor’s legal status, business activities, and company structure.

This guide by Song Thinh International Law Firm explains the essential documents, legalization procedures, and registration requirements for foreign investors.

1. What Documents Are Required to Establish a Foreign-Owned Company in Vietnam?

The documents required to establish a foreign-owned company generally fall into several categories:

Legal identification documents of the foreign investor.
Enterprise registration application documents.
Company charter and ownership information.
Investment project documents, where an IRC is required.
Documents evidencing financial capacity, where applicable.
Documents relating to the registered office or investment project location.
Powers of attorney and representative authorization documents.
Additional documents required for regulated business activities.

The actual document checklist depends on whether the investor is an individual or an organization and whether the proposed company will operate as a limited liability company or a joint-stock company.

A preliminary legal review helps determine which documents are mandatory for each registration procedure.

2. Company Registration Documents Vietnam: Individual Investors

A foreign individual wishing to establish a company in Vietnam should prepare the appropriate identification and investment information.

2.1. Passport and Personal Identification

A valid passport is generally a key identification document for a foreign individual investor.

The information should be consistent across the registration application, company charter, investment project documents and related authorizations.

Investors should check the passport’s validity and ensure that all identifying information is correctly recorded.

2.2. Investor Contact and Identification Information

Depending on the application forms and registration requirements, the investor may need to provide information such as:

Full legal name.
Nationality.
Date of birth.
Passport or identification details.
Contact address.
Other information required by the prescribed forms.

All information should match the supporting legal documents.

2.3. Capital Contribution Information

The investor should determine:

Proposed charter capital.
Investment capital, where applicable.
Ownership percentage.
Capital contribution arrangements.
Intended business activities.

These details must be consistent with the company structure and investment project documents.

2.4. Financial Capacity Documents

Where the investment project requires financial capacity evidence, the investor should prepare documentation sufficient to demonstrate the ability to finance the project.

The form of evidence must be consistent with the requirements of the applicable investment procedure.

Individual investors should not assume that a passport and proposed capital amount alone are sufficient for every investment project.

3. Foreign Company Registration Documents in Vietnam for Corporate Investors

When the foreign investor is an overseas company, additional corporate documentation is normally required.

3.1. Corporate Registration Certificate

A foreign corporate investor should prepare its certificate of incorporation, business registration certificate or an equivalent legal document evidencing its legal existence.

The document should identify the foreign company and support verification of its legal status.

3.2. Authorized Representative Documents

Where a foreign organization appoints a representative to participate in establishing the Vietnamese company, the applicable documentation may include:

Written appointment or authorization.
Identification documents of the authorized representative.
Information concerning the scope of representation.
Other documents required by the relevant corporate registration procedure.

3.3. Corporate Decisions and Internal Approvals

Depending on the foreign investor’s legal structure and applicable corporate law, a resolution or decision approving the investment may be necessary.

Investors should distinguish between internal documents required to authorize the transaction and documents formally required by the Vietnamese registration authority.

Not every internal corporate document must automatically be included in every Vietnamese application dossier.

3.4. Foreign Corporate Document Legalization

Foreign organizational documents submitted for enterprise registration may require consular legalization.

For example, Vietnamese enterprise registration regulations prescribe legalization requirements for certain foreign corporate legal documents.

Applicable treaty exemptions and other recognized exceptions must be considered.

3.5. Corporate Financial Documents

Where evidence of financial capacity is required for an investment project, an overseas corporate investor may prepare one or more legally acceptable supporting documents.

These may include financial statements, parent company support commitments or other recognized financial documents.

4. What Documents Are Required for Enterprise Registration (ERC) in Vietnam?

The Enterprise Registration Certificate (ERC) confirms the legal registration of a company in Vietnam.

The relevant dossier is governed by the Law on Enterprises, as amended, and Decree No. 168/2025/ND-CP.

4.1. Enterprise Registration Application

The applicant must use the relevant enterprise registration application form.

The information must accurately describe the proposed enterprise and its registered details.

4.2. Company Charter

The company charter is a central document governing the company’s organizational and management structure.

Depending on the company type, it should address matters such as:

Company name and registered office.
Charter capital.
Ownership or shareholding.
Management structure.
Rights and obligations of members or shareholders.
Legal representation.
Decision-making procedures.
Other matters required under Vietnamese enterprise law.

4.3. Ownership, Member and Shareholder Information

Depending on the company structure, the application must include the applicable information concerning owners, members or shareholders.

A single-member limited liability company does not have the same member-list requirements as a multiple-member limited liability company.

A joint-stock company is subject to the relevant shareholder disclosure and registration requirements.

Beneficial ownership information must also be addressed where prescribed by law.

4.4. Investor and Representative Legal Documents

The dossier may require legal identification documents of individual investors, legal documents of corporate investors, and documents relating to authorized representatives.

The precise requirements vary according to the company type and the investor’s status.

4.5. Investment Registration Certificate Where Applicable

The IRC requirement must be assessed separately under investment legislation.

Under the 2026 investment framework, certain foreign investors may establish an economic organization before completing IRC issuance or amendment procedures.

However, this does not mean that an IRC copy can be omitted from every ERC dossier irrespective of the applicable legal procedure.

The relevant registration pathway and current implementing provisions must be checked carefully.

5. What Documents Are Required for an Investment Registration Certificate (IRC)?

An IRC records the registered information of an investment project.

Under Article 26 of the Law on Investment 2025, specified investment projects of foreign investors and certain foreign-invested economic organizations are subject to IRC procedures.

For investment projects not requiring investment policy approval, Article 39 of Decree No. 96/2026/ND-CP refers to the relevant dossier requirements in Clause 1, Article 32.

5.1. Application to Implement the Investment Project

The application identifies the investor and the proposed project.

It includes the relevant commitments and information prescribed by the applicable regulations.

5.2. Investor’s Legal Status Documents

The application requires legal documents establishing the investor’s identity or organizational status.

For an individual, this may include a passport.

For a corporate investor, this may include corporate registration documents and appropriate authorization records.

5.3. Evidence of Financial Capacity

The applicable regulations recognize several potential forms of evidence, such as:

Financial statements for the two most recent financial years.
A financial support commitment from the parent company.
A financial support commitment from a financial institution.
A guarantee concerning financial capacity.
Other documents demonstrating financial capacity.

The investor must provide the evidence appropriate to the relevant application rather than automatically submitting every form of documentation listed above.

5.4. Investment Project Proposal

The project proposal generally addresses:

Investment objectives.
Project scale.
Investment capital and financing arrangements.
Project location.
Proposed investment duration.
Implementation schedule.
Land use requirements, where applicable.
Labor requirements.
Relevant economic and social impacts.
Other information prescribed by law.

Additional information may be required for projects involving construction, environmental assessment, land use or specialized activities.

5.5. Project Location Documents

Depending on the project, supporting documents may be required to demonstrate the legal basis for using the proposed investment location.

Investors should confirm whether the location is suitable for the intended business activities before making long-term commitments.

6. Do Foreign Documents Need Consular Legalization in Vietnam?

Consular legalization is an important consideration when preparing foreign company registration documents in Vietnam.

Documents issued by foreign authorities may require authentication before they can be used in Vietnamese administrative procedures.

6.1. Documents Commonly Requiring Review

Examples include:

Foreign corporate registration certificates.
Certain foreign corporate legal documents.
Foreign-issued authorization documents.
Other documents issued abroad that are included in the statutory application dossier.

The legalization requirement must be assessed for the particular document and registration procedure.

6.2. Are All Foreign Documents Required to Be Legalized?

Not necessarily.

Exceptions may arise under applicable international treaties, Vietnamese regulations or other recognized grounds for exemption.

Investors should verify whether the specific document requires consular legalization rather than assuming that every foreign-issued document is subject to the same process.

6.3. Certified Vietnamese Translation

Foreign-language documents submitted to Vietnamese authorities may require a Vietnamese translation meeting the applicable certification requirements.

Names, corporate identification details, addresses and other information must be consistent across the original documents and their translations.

Errors in legal names, passport numbers or corporate details may cause the application to be returned for correction.

7. What Documents Prove Financial Capacity for Foreign Investment in Vietnam?

The purpose of financial capacity documentation is to demonstrate the investor’s ability to finance the proposed investment project.

The applicable evidence depends on the project and the relevant statutory procedure.

For an overseas corporate investor, financial statements for the two most recent financial years may provide supporting evidence.

Other legally recognized forms of financial support or financial capacity documentation may also be used.

For individual investors, the appropriate documentation should be determined by reference to the project and applicable requirements.

A bank balance confirmation or similar financial record should not automatically be treated as the only mandatory document for all foreign investors.

Financial evidence should also be consistent with the proposed investment capital and project implementation plan.

8. Documents Required for Different Types of Foreign-Owned Companies

The appropriate company structure directly affects the enterprise registration dossier.

8.1. Single-Member Limited Liability Company

A single-member LLC may be suitable for one foreign individual or corporate investor.

The applicable dossier generally includes the registration application, company charter, relevant legal documents and other documentation required for this company type.

Under Decree No. 168/2025/ND-CP, registration of a single-member LLC does not require the member list applicable to a multiple-member LLC.

8.2. Multiple-Member Limited Liability Company

Where two or more investors establish a limited liability company, the dossier must address the applicable member information and capital contribution structure.

Additional authorization and legal status documents may be necessary for foreign organizational members.

8.3. Joint-Stock Company

A joint-stock company requires the relevant enterprise registration application, charter, shareholder information and supporting documents.

Investors must also consider the requirements relating to foreign shareholders and corporate governance.

The suitability of each structure depends on ownership, financing and management objectives.

9. Step-by-Step Process for Preparing Foreign Company Registration Documents in Vietnam

Step 1: Identify the Foreign Investor

Determine whether the investor is an individual, foreign company or group of investors.

Step 2: Review the Proposed Business Activities

Confirm foreign market access conditions, ownership restrictions and licensing obligations.

Step 3: Choose the Legal Entity

Select the company type based on the proposed ownership structure and business plan.

Step 4: Prepare Foreign Investor Documents

Collect passports, corporate documents and authorizations as applicable.

Step 5: Complete Legalization and Translation

Verify which documents require consular legalization, translation or certification.

Step 6: Prepare Corporate Registration Documents

Draft the company charter, prescribed applications and the relevant ownership information.

Step 7: Prepare Investment Project Documents Where Required

Assess whether the project requires investment policy approval or an IRC.

If necessary, prepare the investment project proposal and supporting financial and location documents.

Step 8: Submit the Applicable Registration Dossiers

Submit documents to the competent authorities under the procedural sequence applicable to the proposed investment.

Step 9: Complete Post-Registration Requirements

After obtaining the relevant registration certificates, complete applicable tax, banking, capital contribution and business licensing procedures.

10. How Long Does Foreign Company Registration Take in Vietnam?

The processing time depends on the nature of the application.

Under Decree No. 168/2025/ND-CP, enterprise registration applications are generally examined within three working days from receipt of a valid dossier.

However, this should not be confused with the time required for the entire foreign investment establishment process.

For projects requiring an IRC without investment policy approval, the applicable IRC procedure generally provides for a ten-working-day processing period after receipt of a valid dossier, where all statutory conditions are satisfied.

Additional time may be required for:

Document collection.
Consular legalization.
Translation.
Investment policy approval.
Project location verification.
Specialized licensing.

Investors should obtain a project-specific procedural assessment before relying on an estimated completion date.

11. Common Mistakes When Preparing Foreign Company Registration Documents

Incomplete corporate documents: The foreign investor does not provide sufficient evidence of corporate status or representative authority.

Inconsistent investor information: Names, addresses or identification details differ across applications.

Incorrect legalization procedures: Documents are submitted without the legally required authentication.

Insufficient financial documentation: The project proposal and supporting financial evidence do not adequately establish investment capacity.

Unclear project objectives: The described business activities do not correspond to the proposed investment structure or applicable market access conditions.

Incorrect registration sequence: The investor confuses the procedures for ERC registration and investment project registration.

Using outdated document requirements: The application is prepared based on previous legal provisions without checking changes effective in 2026.

A preliminary legal assessment can help prevent these problems and reduce unnecessary document corrections.

12. Frequently Asked Questions About Foreign Company Registration Documents in Vietnam

What documents does a foreign individual need to establish a company in Vietnam?

A foreign individual generally needs appropriate identification documents and the relevant company registration information. Financial and investment project documents may also be required depending on the proposed investment.

What documents does a foreign corporation need to establish a subsidiary in Vietnam?

The foreign corporation generally needs documents proving its legal status, appropriate representative authorization, corporate registration information and, where required, investment project documentation.

Is a passport sufficient to establish a foreign-owned company in Vietnam?

No. A passport establishes identity but does not replace the company charter, registration applications or other documents required by law.

Are financial statements mandatory for all foreign investors?

No. The applicable investment procedure may require evidence of financial capacity, and Vietnamese regulations recognize different forms of acceptable evidence.

Do foreign corporate documents require consular legalization?

Certain foreign corporate legal documents are subject to consular legalization requirements. Applicable exemptions and document-specific rules should be assessed.

Is an Investment Registration Certificate required before enterprise registration?

Not in every case. The Law on Investment 2025 permits foreign investors to establish an economic organization before completing IRC procedures in specified circumstances, subject to applicable requirements.

Can foreign investors register a company remotely?

Certain steps may be completed through authorized representatives or electronic procedures. However, original documentation, identity verification, banking and other requirements may need separate arrangements.

How long does it take to obtain an Enterprise Registration Certificate?

The ordinary statutory processing period is generally three working days from receipt of a valid application dossier, subject to the applicable enterprise registration procedures.

Do all foreign-owned companies need an IRC?

Not necessarily. IRC obligations depend on the investment project and the categories prescribed under the Law on Investment.

Can Song Thinh International Law Firm assist with document preparation?

Yes. Song Thinh International Law Firm provides legal assistance with foreign investor document review, company registration, IRC procedures, ERC procedures and related investment legal matters in Vietnam.

13. Legal Basis for Foreign Company Registration Documents in Vietnam

Official Vietnamese Legal References

Foreign investors can review the

Law on Investment No. 143/2025/QH15

for investment registration requirements.

Investment project documentation and
procedures are further detailed in

Decree No. 96/2026/ND-CP
.

For enterprise registration dossiers,
please consult

Decree No. 168/2025/ND-CP
The principal legal instruments include:

Law on Investment No. 143/2025/QH15, effective March 1, 2026.
Decree No. 96/2026/ND-CP, dated March 31, 2026, particularly Articles 32 and 39 concerning relevant investment dossiers and procedures.
Law on Enterprises No. 59/2020/QH14, as amended and supplemented.
Law No. 76/2025/QH15, amending and supplementing the Law on Enterprises.
Decree No. 168/2025/ND-CP, particularly Article 24 concerning enterprise registration dossiers.
Applicable legislation concerning consular legalization, foreign exchange, and specialized business activities.

The exact documents must be determined for the investor and proposed investment structure.

14. Foreign Company Registration Services – Song Thinh International Law Firm

Are you preparing to establish a foreign-owned company in Vietnam?

Understanding the required documents is one of the most important steps in achieving a compliant and efficient business registration process.

Song Thinh International Law Firm provides legal assistance to foreign individuals and overseas companies seeking to establish and operate businesses in Vietnam.

Our legal services include:

Review of foreign company registration documents in Vietnam.
Consultation on foreign ownership and market access conditions.
Preparation of LLC and joint-stock company registration dossiers.
Review of foreign corporate documents and authorization requirements.
Assistance with consular legalization and document translation coordination.
Preparation and review of investment project documentation.
Investment Registration Certificate (IRC) procedures.
Enterprise Registration Certificate (ERC) procedures.
Legal assistance with company restructuring, capital contributions and amendments.
Ongoing corporate legal compliance services.

Contact Song Thinh International Law Firm

SONG THINH INTERNATIONAL LAW FIRM

Foreign Investment & Corporate Legal Services in Vietnam

Address: 176/39 Tran Huy Lieu Street, Cau Kieu Ward, Ho Chi Minh City, Vietnam.

Phone: +84 945 076 879

Email: [email protected]

Website: https://luatsongthinh.com

Contact our legal team for professional consultation and assistance with foreign-owned company registration in Vietnam.

Legal Disclaimer: This article provides general legal information as of October 21, 2026. Actual document requirements depend on the investor’s legal status, business activities, investment project and applicable regulatory procedures. A case-specific legal review is recommended before filing an application.