Vietnam remains one of Asia’s most attractive investment destinations—combining political stability, a fast-growing consumer market, competitive labor costs, and deepening global trade integration. Yet despite its openness to foreign capital, the country still maintains a multilayered legal and administrative framework for establishing a business.

For investors planning to enter the Vietnamese market for the first time, understanding the corporate setup process is critical. Regulations are transparent but complex, timelines vary by sector, and the paperwork—particularly for wholly foreign-owned entities (FIEs)—requires careful preparation.

This guide breaks down the essential steps, timelines, and requirements foreign investors must navigate in 2025 and beyond. It also explains why professional advisory support is strongly recommended for a smooth and compliant market entry.

Understanding the Vietnam Entry Path: LLC, FIE, or Representative Office

Foreign investors generally choose one of two structures:

• A 100% Foreign-Owned Enterprise (FIE): The most common choice for investors who want to operate independently in Vietnam. The full setup typically takes 2–4 months, depending on sector and complexity.
• A Representative Office (RO): Faster to establish (often within 1–2 months) but limited to non-commercial activities such as market research, liaison functions, or promotional work.

An FIE is the preferred structure for commercial operations, distribution, trade, manufacturing, services, and technology.

The Five Mandatory Steps to Establish a Foreign-Owned Company in Vietnam

Step 1. Pre-Investment Approvals (If Applicable)

Most investors can skip this step. However, large-scale projects or those in sensitive sectors require pre-investment approval from high-level authorities. Examples include:

• Residential housing developments
• Airports, ports, logistics hubs
• Petroleum processing
• Casinos and betting businesses
• Industrial zone infrastructure
• Nuclear energy
• Projects near borders, islands, or defense zones
• Heritage-sensitive areas
• Any project requiring population relocation or land-use conversion

Early legal assessment is crucial to determine whether a project falls into a controlled category and whether additional approvals are required before filing investment documents.

Step 2. Investment Registration Certificate (IRC)

The IRC is the gateway document for every foreign-owned project. It formally confirms Vietnam’s approval of your investment plan.

Key documents required include:

• Application form and business plan
• Lease agreements or land-use needs
• Financial statements (two most recent years)
• Proof of financial capacity (bank statements)
• Corporate incorporation documents (for companies)
• Passports (for individual investors)

Timeline:

15–45 working days, depending on the sector and document completeness.
Sensitive sectors or activities not covered by WTO commitments may take longer.

The IRC must be obtained before any other corporate registration step can begin.

Step 3. Enterprise Registration Certificate (ERC)

Once the IRC is issued, the investor can apply for the Enterprise Registration Certificate, which serves as:

• The company’s legal incorporation document
• The company’s tax registration number

Required documents:

• Application for enterprise registration
• Company charter
• List of board members
• Legal representative details
• Authorizations and appointment letters

Timeline:

5 working days for approval, plus 2 days to receive the signed and sealed hard copy.

Important: IRC and ERC cannot be processed concurrently.
Amendments to either license can be done simultaneously after incorporation.

Step 4. Corporate e-ID Registration (Mandatory from July 1, 2025)

Vietnam is transitioning to a fully digitalized government administration system. All businesses must register for a Corporate Electronic Identification (e-ID) account, replacing older systems on June 30, 2025.

Why this matters for foreign investors

Corporate e-ID will be required to:

• Submit online applications
• Authenticate corporate information
• Receive government notifications
• Conduct digital transactions

Key requirements

• The company’s Legal Representative must hold a Level 2 personal e-ID.
• Foreign LRs without a temporary/permanent residence card may face access hurdles; additional guidance from authorities is expected.

Processing time:

3–15 days depending on data validation.

Investors entering Vietnam in 2025–2026 should incorporate e-ID planning into their setup roadmap to avoid administrative disruption.

Step 5. Post-Licensing Procedures

After obtaining the IRC and ERC, several mandatory tasks remain:

• Company seal carving
• Opening capital bank accounts
• Labor and social insurance registration
• Payment of business license tax
• Charter capital contribution (within 90 days from the establishment date)

Depending on business lines, additional sub-licenses may also be required—especially for:

• Banking, finance, fintech
• Insurance
• Telecommunications
• Real estate
• Education
• F&B (food safety permits)
• Construction services

Foreign investors should factor these into their operational timeline, especially in regulated industries.

Key Requirements Every Foreign Investor Should Know

1. Minimum Capital Requirements

Vietnam generally does not impose minimum capital for most sectors. However, registered capital must be realistic and sufficient to cover early-stage operations. Typical service companies start from USD 15,000+, while capital-intensive sectors require substantially more.

Some industries require statutory minimum capital, including:

• Finance, banking, and insurance
• Education centers
• Medical clinics

High charter capital may enhance credibility with suppliers, clients, and regulators.

2. Charter Capital vs. Total Investment Capital

• Charter Capital: The shareholders’ direct capital contribution.
• Total Investment Capital: Charter capital + loans (shareholder loans or third-party financing).

Both must be registered with authorities during incorporation and can be adjusted later with approval.

3. Capital Inflow Rules

After establishing the company, investors must open a capital bank account at a licensed bank in Vietnam. All capital contributions and foreign currency flows must pass through this dedicated account for compliance and transparency.

4. Registered Address Requirements

Every company must have:

• A legal address in Vietnam
• Documentation proving occupancy (lease, land agreement, etc.)

Service businesses may use an office address; manufacturing and trading companies typically require a physical facility.

Tax authorities increasingly verify addresses during setup, especially in major cities.

5. Legal Representative (LR) Requirements

Every company must appoint at least one Legal Representative who:

• Lives in Vietnam
• Holds a residential address (TRC/PRC recommended)
• Will now require a Level 2 e-ID account

Foreign LRs must obtain:

• A work permit
• Long-term residence status (if applicable)

Companies can appoint multiple LRs to mitigate mobility risks.

Why Professional Advisory Support Is Essential

Vietnam’s regulatory landscape is transparent but highly procedural. Investors often face:

• Localized administrative interpretations
• Frequent regulatory updates
• Language and documentation barriers
• Complex notarization and legalization requirements
• Multi-agency coordination

Working with an experienced legal and investment advisory partner significantly shortens timelines, avoids costly mistakes, and ensures end-to-end compliance—from structuring to licensing to operational setup.

The Bottom Line: Vietnam Offers Strong Potential—But Requires the Right Entry Strategy

Vietnam welcomes foreign investors with open arms, but it also expects adherence to its administrative and legal framework. For investors planning operations in 2025–2026, the introduction of mandatory corporate e-ID, the increasing enforcement of address verifications, and sector-specific sub-licenses make professional guidance more important than ever.

With the right strategy, structure, and compliance partner, establishing a business in Vietnam is not only achievable—but positions investors to capitalize on one of the world’s fastest-growing markets.