A guide to investing in Vietnam for foreign investors should start from the business question, not from the form. Investors need to know whether they want to sell goods, manufacture, provide services, lease a factory, contribute capital or acquire an operating company — and only then determine the appropriate legal roadmap.
A project can take many paths: setting up a new FDI company, contributing capital or acquiring shares, a business cooperation contract, a project transfer, or expanding an existing company. Each path has different dossiers, timing, risks and post-completion obligations.
This article serves as an overview map to help investors organise their decisions before going into each in-depth piece on investment conditions, IRC/ERC, business licences, land, labour and compliance.
Quick summary: investing in Vietnam
| Goal | Build an investment roadmap suited to the business model and an implementable dossier. |
|---|---|
| Decisions needed | Investment form, ownership ratio, location, capital, business lines, licences and timeline. |
| Desired outcome | The investor knows which step comes first, which documents to prepare and which risks to verify. |
| Main risk | Signing contracts or transferring money before the legal structure is checked. |
Table of contents
Legal basis and points to verify
For foreign investment matters, the legal answer usually depends on the filing time, the actual business line, the investor’s nationality, the project location and how the competent authority is applying the rules. This article therefore uses cautious wording and does not assume a specific authority where the location and procedure are not yet determined.
Investors should read the rules as a chain: market access conditions, investment forms, registration dossiers, corporate obligations, sectoral licences and post-operation compliance. Anything uncertain should be recorded as a legal review note to check before signing or filing.
The official sources below are the starting points for verification. When applying them to a specific dossier, also review sectoral instruments, international treaties, transitional guidance and the competent authority’s practice at the time of filing.
- Law on Investment 2025 No. 143/2025/QH15 – Government e-Portal
- Law amending and supplementing a number of articles of the Law on Enterprises 2025 – Government e-Portal
- Decree 168/2025/NĐ-CP on enterprise registration
- National Portal on Enterprise Registration – Legal instruments
- National Portal on Foreign Investment
Key legal issues
The core issue of investing in Vietnam is synchronising the business goal, the legal conditions and the implementation capacity. A dossier that looks good on paper but does not fit the location, sub-licences, banking, tax or labour can still delay operation.
Investors also need to distinguish the market-entry stage from the post-licensing operation stage. Many important obligations arise after the certificate is issued, such as proper capital contribution, opening the capital account, notifying changes, investment reporting, work permits and contract administration.
Pre-action checklist
- Identify the investor, nationality, ownership chain and the authorised signatory.
- Describe precisely the revenue-generating activity, products, customers, sales channels and location.
- Choose the investment form: greenfield, capital contribution, share purchase, M&A, BCC or project transfer.
- Check sectoral conditions, foreign ownership ratio, location, capital and sectoral licences.
- Build a timeline from document preparation, legalisation, translation, filing and explanation to operation.
- Build a post-licensing checklist on tax, banking, the capital account, labour, invoices, contracts and reporting.
Process
- Collect business information and the actual investment objectives.
- Map legal risks by sector, investor, location and investment form.
- Choose the filing roadmap and identify procedures to complete before signing or transferring money.
- Prepare investor documents, underlying contracts, the project explanation and corporate documents.
- Track the dossier, handle explanation requests and update the post-result operation checklist.
Practical notes
In practice, the biggest risk is usually not a missing form but a legal dossier that does not match the commercial decisions. An investor who leases a site, pays deposits, transfers money, appoints managers or fixes the capital ratio before a full review may have to renegotiate or explain over several rounds.
Keep a document version-control sheet. Every change in business lines, products, location, shareholders, capital or timeline can change the legal conclusion. The summary sent to the parent company should clearly separate concluded issues, assumed issues and issues needing verification with the competent authority.
For Chinese- or English-speaking companies, prepare bilingual explanations for sensitive points: sectoral conditions, capital, the capital account, signing authority, the representative, lease contracts and post-establishment licences. This keeps internal decisions aligned with the dossier filed in Vietnam.
Common risks
- Choosing a greenfield setup when M&A or capital contribution would suit better, or vice versa.
- Not checking the site before signing a lease, especially for factories, warehouses, retail or manufacturing projects.
- Confusing market-entry licences with the licences needed for actual operation.
- No plan for capital contribution, the capital account and cash flow after licensing.
- No explanatory brief for the parent company, leading to internal approvals misaligned with the Vietnam dossier.
Dossier to prepare
- The investor’s legal documents, ownership chart, signatory documents and powers of attorney.
- Description of the business model, products, services, customers, location and revenue plan.
- Draft lease contracts, capital contribution contracts, share purchase agreements or related transaction documents.
- Capital plan, implementation schedule, expected foreign personnel and sectoral licences if any.
When to contact a lawyer
Not every dossier needs a lawyer for the whole process, but the situations below should be reviewed early to avoid fixing mistakes after signing, filing or suspending operations.
- Dossiers involving large capital, multiple investors, an offshore parent company or transactions to be signed on a tight deadline.
- Projects in conditional sectors, distribution, retail, manufacturing, industrial parks, data, e-commerce or fields needing sectoral licences.
- Investors adjusting, transferring, suspending or terminating an operating project, because the dossier is often tied to tax, labour, land and contracts.
- Bilingual documents, cross-border powers of attorney, parent-company reporting or explanation requests from the competent authority.
What FLAT LAW FIRM does
- Review the investment structure, dossier, licences, underlying contracts and the post-filing or post-approval obligation checklist.
- Prepare the list of issues to verify, missing documents, risks by priority and a realistic handling roadmap.
- Draft, review and coordinate documents in Vietnamese, Chinese and English for investors, parent companies and the Vietnam team.
- Support dealings with partners, lessors, target companies, competent authorities or specialist consultants when needed.
Further reading
Frequently asked questions
Should an investor start with the IRC or the ERC?
There is no one-size-fits-all answer. It depends on the investment form, business line, ownership ratio and transaction structure.
Can a company be set up while sub-licences are applied for?
Some documents can be prepared in parallel, but the filing order depends on the licence type and specific conditions.
Is a Vietnamese partner mandatory for investing in Vietnam?
Not always. Some sectors allow 100% foreign capital; others have limits or special conditions.
Should a factory lease be signed first?
Only after reviewing the lessor’s rights, the permitted use purpose, industrial park conditions and whether the site suits the project.
What does the parent company need to approve?
It should approve the investment structure, capital, signatories, timeline, underlying contracts and key legal assumptions.
Which stages does FLAT LAW FIRM support?
We can support from model review, licensing dossiers and underlying contracts to post-operation compliance.
Talk to FLAT LAW FIRM
If you are preparing to sign contracts, file dossiers, adjust a project or restructure an investment in Vietnam, send us the business model, existing documents and expected timeline so FLAT LAW FIRM can review the next step.
Disclaimer
This article is for general legal information purposes only and does not constitute formal legal advice for any specific matter.
Sources of law and update date
The content below is standardised against official legal sources checked on 20/08/2026. The scope of application may vary by transaction type, field, location and the sectoral guiding instruments.
How to apply in practice
- Identify the transaction/matter type, the parties involved, the location and the time the rule needs to be applied.
- Compare the legal source against the dossier, sectoral conditions, licences and the guiding instruments in force.
- Keep documents, deadline milestones and the decision basis to control risks during implementation.
