The scenario: a Thai group wants a parent company in Vietnam
SiamPacific, a Thai consumer goods group, owns three subsidiaries in Vietnam: a factory in Binh Duong, a logistics company in Hai Phong and a retail chain in Ho Chi Minh City. Each subsidiary is held by a different Thai entity, making capital coordination, dividend flows and consolidated reporting messy. Management has decided to set up a holding company in Vietnam to own all three subsidiaries. The question: what conditions on capital, business lines and procedures apply to establishing a holding company in Vietnam?
What is a holding company under Vietnamese law?
Vietnamese law has no separate “holding company” vehicle. In practice, a holding is incorporated as an ordinary limited liability company or joint stock company, registering business lines such as head office activities, management consultancy or business support services, with the main purpose of holding equity in subsidiaries. This means the standard conditions for foreign-invested enterprises apply, under the Law on Investment 143/2025/QH15 effective 1 March 2026, replacing the Law on Investment 61/2020/QH14.
Business-line conditions: check before you file
The first and most important step is to screen the planned business lines against the conditional business list and the market-access restrictions for foreign investors:
- A pure holding activity, meaning holding capital and managing an investment portfolio, is not prohibited and normally requires no special conditions.
- If the holding also conducts financial services, financial leasing, insurance or other conditional lines, it must meet each sector’s specific conditions under Article 7 and Appendix IV of the Law on Investment 143/2025, effective 1 July 2026.
- Registered business lines on the enterprise registration certificate must reflect actual operations, because the tax authority cross-checks them when reviewing related-party transactions.
Capital conditions: no statutory capital for a pure holding
Current law sets no statutory minimum capital for a pure holding company. Investors should nevertheless note:
- Registered charter capital must be sufficient to acquire or contribute capital to the subsidiaries, and must be fully contributed within the statutory time limit from issuance of the enterprise registration certificate.
- Foreign capital contributions must flow through a direct investment capital account opened at a licensed bank in Vietnam, under current foreign exchange regulations.
- Charter capital that is disproportionately low relative to the holdings may prompt the tax authority to question the reasonableness of the capital structure during transfer pricing audits.
Four steps to establish a foreign-invested holding
Step 1 – Incorporate the entity: under Article 19(2) of the Law on Investment 143/2025, from 1 March 2026 foreign investors may incorporate the company first and complete investment procedures afterwards. The enterprise registration dossier is filed with the business registration authority; the enterprise registration certificate is issued within 3 working days of receiving a complete valid dossier.
Step 2 – Obtain the Investment Registration Certificate (IRC): within the statutory time limit after incorporation, the company must obtain the IRC for its investment project. Under Article 39(3) of Decree 96/2026/ND-CP guiding the Law on Investment, IRC issuance takes 10 working days from receipt of a complete valid dossier.
Step 3 – Contribute capital and transfer stakes: fully contribute charter capital, then transfer the equity stakes in the three subsidiaries to the holding company and register the member/shareholder changes.
Step 4 – Complete post-establishment obligations: seal, bank accounts, tax registration, initial declarations, and building the transfer pricing file for transactions between the holding and its subsidiaries under Decree 255/2026/ND-CP.
Conclusion and action plan
Setting up a holding company in Vietnam is not procedurally difficult, but success turns on preparation: correct business lines, charter capital matched to the holding scale, and the right “incorporate first, IRC after” sequence under the Law on Investment 143/2025. SiamPacific and similar investors should: (1) screen conditional business lines before filing; (2) plan capital contributions through the direct investment capital account; (3) map the equity transfer roadmap at the subsidiaries; (4) build the related-party transaction governance framework from day one.
Frequently asked questions
Does Vietnamese law have a dedicated holding company form?
No. A holding is set up as an ordinary LLC or joint stock company, registering relevant head office, management consultancy or equity-holding business lines, and is subject to the same conditions as any foreign-invested enterprise.
Is statutory capital required for a holding company in Vietnam?
There is no statutory capital requirement for a pure holding. Charter capital must still be sufficient for the intended holdings, fully contributed within the statutory time limit and transferred via the direct investment capital account.
Must a foreign investor obtain the IRC before incorporating?
No. Under Article 19(2) of the Law on Investment 143/2025 effective 1 March 2026, foreign investors may incorporate first and then obtain the Investment Registration Certificate within the statutory time limit. IRC issuance takes 10 working days under Decree 96/2026.
Can a holding also operate conditional business lines?
Yes, but it must satisfy each sector’s specific conditions under Article 7 and Appendix IV of the Law on Investment 143/2025, effective 1 July 2026, for example financial services, financial leasing or insurance.
FLAT Law Firm stands with investors
FLAT Law Firm advises comprehensively on establishing holding companies in Vietnam: from business-line screening, IRC and enterprise registration dossiers, to restructuring equity at subsidiaries. Contact us to design the holding structure that fits your group’s objectives.
This article has been quality-reviewed by the FLAW AI Legal Council
