Consular Legalization of the Parent Company's Business License: A Step-by-Step Guide

Every foreign-invested project in Vietnam starts with the same document: a copy of the overseas parent company’s business license (or equivalent proof of legal status), filed as part of the Investment Registration Certificate (IRC) application. Because that license is issued by a foreign authority, it must first be authenticated for international use — historically through consular legalization, and since 11 September 2026, through the Apostille system for an increasing number of countries.

This guide walks through the process step by step for exactly one document — the parent company’s business license — using a Chinese parent company as the running example. It reflects the law as it stands on the date of writing.

What changed in September 2026 — and why it matters for this document

On 11 September 2026, the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents (the Apostille Convention) took effect for Vietnam, implemented domestically by Decree 293/2026/ND-CP (issued 23 July 2026). The practical result: a public document bearing a valid Apostille from a member state with applicable relations to Vietnam is exempt from consular legalization in Vietnam.

China has been a Convention member since 7 November 2023 and raised no objection to Vietnam’s accession, so the Convention applies between the two countries. A business license (营业执照) issued by China’s market supervision authority is an administrative document — squarely within the Convention’s scope (company registration records are among the textbook examples of covered administrative documents). The old multi-step chain collapses into a single certification.

Documents that had already been duly consularly legalized before 11 September 2026 remain valid in Vietnam and do not need to be re-done as Apostilles — a transitional rule worth money to anyone holding an older file.

Before you start: get the right document in the right condition

The document to process is a copy of the parent company’s business license as issued by the competent authority of the home country. Three checks before spending anything:

Validity: the license is current — not expired, not revoked — and the registered address and legal representative match the information in the Vietnam investment file.
Legibility: work from a clean copy of the original, with the issuing authority’s seal fully visible. Smudged, cropped, or altered copies are rejected at notarization.
Freshness: no statute sets a maximum “age” for the document, but investment registration offices in practice prefer up-to-date corporate information. If the license is years old and the parent has since amended its registration, obtain a fresh copy first.

Route A — Apostille in China (available since 11 September 2026)

Step 1 — Notarize at a Chinese notary office

Take the copy of the business license to a notary office (公证处) in China with foreign-related (涉外) competence and have it notarized, obtaining a notarial certificate (公证书). China’s Ministry of Foreign Affairs guidance is explicit: documents issued in China for use abroad must first be notarized by a domestic notary institution (or certified by a competent certifying body) before an Apostille is issued. This step cannot be skipped.

Checkpoint: the company name, registration number, and address on the notarial certificate must match the license character for character — a single-character discrepancy means starting over.

Step 2 — Obtain the Apostille (附加证明书)

File the notarial certificate with China’s Ministry of Foreign Affairs or one of the 31 authorized local Foreign Affairs Offices (covering major provinces and cities including Beijing, Shanghai, Guangdong, and Shenzhen). Appointments can be made through the “Consular Service Center” mini-app on Alipay, following the instructions on China’s consular service network (cs.mfa.gov.cn).

What you receive: an Apostille in sticker form bearing a silver national-emblem seal, affixed to the notarial certificate.
Reference fee: 100 yuan per commercial document under the MFA’s published schedule (express service carries a surcharge).
Verification: Chinese-issued Apostilles can be checked online through the MFA verification system (consular.mfa.gov.cn/VERIFY).

Step 3 — Understand what the Apostille does (and does not) prove

An Apostille certifies only the authenticity of the signature, the capacity of the signatory, and the seal on the document. It does not certify the document’s content. The Vietnamese investment registration authority still assesses substance — for example, whether the parent’s business lines are relevant to the proposed project. An Apostille is not a blanket approval.

Route B — Traditional consular legalization (when the Apostille is unavailable)

Route B remains necessary where the parent’s home country has no applicable Apostille relations with Vietnam — for instance, Germany, Austria, and the Czech Republic, which objected to Vietnam’s accession, so the Convention does not operate bilaterally — or where the document falls outside the Convention’s scope (documents executed by diplomatic or consular agents; administrative documents dealing directly with commercial or customs operations). The governing framework is Decree 111/2011/ND-CP (still in force, as amended by Decree 196/2025/ND-CP effective 3 August 2025).

Step 1 — Notarize in the home country

Have the copy of the business license notarized by a competent notary authority where the parent is domiciled.

Step 2 — Certify at the home country’s foreign ministry

Present the notarized document to the foreign ministry (or authorized body) of that country for certification of the notary’s signature and seal.

Step 3 — Legalize at the Vietnamese mission

File with the Vietnamese Embassy or Consulate in that country for consular legalization — the final authentication that makes the document recognized for use in Vietnam.

Checkpoint: each stage verifies the integrity of the previous one (signatures, seals, attached ribbons). Rejections at a later stage are usually caused by defects introduced earlier — inspect the file immediately after each step rather than at the end.

Final steps in Vietnam (both routes)

Step 4 — Translate into Vietnamese with certified translator signature

Investment files in Vietnam are prepared in Vietnamese. The business license (with its Apostille or legalization) must be translated into Vietnamese, followed by certification of the translator’s signature under the law on authentication.

One change to note: the Law on Notarization 2024 (effective 1 July 2025, replacing the 2014 Law) removed “translation certification” from the scope of notarization — notaries now only certify the translator’s signature. Ask for the procedure by its correct current name when dealing with a notary office to avoid being sent back.

The parent’s company name must be rendered consistently across the entire IRC file (application letter, project proposal, charter of the Vietnamese subsidiary, and so on) and must match the translation exactly. Inconsistent transliteration of the parent’s name is the single most common defect at this stage.

Step 5 — File as part of the IRC application

The authenticated license plus its Vietnamese translation goes into the IRC application file. Under the Law on Investment 143/2025/QH15 (effective 1 March 2026), projects of foreign investors require IRC issuance; the Government prescribes the detailed dossier and procedures (currently Decree 96/2026/ND-CP, issued 31 March 2026, effective 31 March 2026). File with the Department of Finance (projects outside industrial zones) or the industrial/economic zone management board (projects inside zones).

Six mistakes that get files returned

Wrong direction: taking a Chinese license to be legalized at the Chinese Embassy in Vietnam. Authentication must happen in the country that issued the document (China), not in Vietnam.
Assuming the Apostille replaces translation: it does not — a Vietnamese translation with certified translator signature is still required in Vietnam.
Using an expired or outdated license (old address, former legal representative) — the registration authority cross-checks and the whole chain must be redone.
Skipping notarization in China and applying for an Apostille on a bare copy — refused for lack of the underlying notarial certificate.
Not checking the issuing country’s Apostille relations: for a parent in Germany, Austria, or the Czech Republic, the Convention does not apply bilaterally with Vietnam — Route B remains mandatory.
Re-doing already-legalized documents: licenses duly legalized before 11 September 2026 stay valid under Decree 293/2026/ND-CP’s transitional provisions. Do not pay twice.

Time and cost — figures with a source

Apostille fee in China: 100 yuan per commercial document under the published MFA schedule (express service +50 yuan per document).
Everything else (notarization in China, translation certification in Vietnam, Route B legalization fees): charged under each authority’s current schedule — confirm directly before filing for an accurate budget, as schedules change.
Timing: each stage typically takes several working days; Route A usually completes within one to three weeks if the file is correct from the outset, Route B longer given the extra stages. Build in buffer time for translation and for any request to supplement the file.

Frequently asked questions

1. Since 11 September 2026, does a Chinese parent’s business license still need legalization at the Vietnamese Embassy?
No. Vietnam and China are both Apostille Convention members with applicable relations since 11 September 2026 (Decree 293/2026/ND-CP). A business license — an administrative document issued by the market supervision authority — needs only a single Apostille (附加证明书) in China and is then exempt from consular legalization in Vietnam.

2. Is the notarial certificate (公证书) mandatory before applying for an Apostille?
Yes, under the guidance of China’s Ministry of Foreign Affairs. Documents issued in China for use abroad must be notarized by a domestic notary institution (or certified by a competent body) before the Apostille procedure. A bare copy of the license will be refused.

3. Where in China is the Apostille issued?
By China’s Ministry of Foreign Affairs or one of the 31 authorized local Foreign Affairs Offices (major provinces and cities). Appointments via the “Consular Service Center” mini-app on Alipay; issued Apostilles are verifiable online at consular.mfa.gov.cn/VERIFY.

4. Is “notarized translation” still a thing under the new notarization law?
Not under its old name. The Law on Notarization 2024 (effective 1 July 2025, replacing the 2014 Law) provides that notaries certify the translator’s signature under the law on authentication. Use the correct current procedure name at the notary office.

5. What about a license that was consularly legalized before 11 September 2026?
It remains valid for use in Vietnam and does not need to be converted to an Apostille, per the transitional provisions of Decree 293/2026/ND-CP. Only newly prepared files fall under the Apostille mechanism.

This article has been quality-reviewed by the FLAW AI Legal Council