Legalizing Parent-Company Documents: New Procedure

The parent company’s incorporation certificate, charter, financial statements, support letter — every document from the overseas parent must be made “believable to Vietnamese authorities” before entering the IRC dossier. That procedure is consular certification and legalization. And since September 2026, the game has fundamentally changed: Vietnam joined the Apostille Convention.

The biggest 2026 change: Vietnam joins the Apostille Convention

Vietnam deposited its accession to the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents (the Apostille Convention). The Government issued Decree 293/2026/ND-CP guiding implementation, effective 11 September 2026.

Practical consequences for investors:

Public documents (incorporation certificates, diplomas, criminal records, civil status papers, notarized instruments, etc.) issued by competent authorities of a Convention member state having applicable relations with Vietnam, once bearing an Apostille certificate from that state, are exempt from consular legalization for use in Vietnam — only Vietnamese translation with notarized/certified translation is needed.
The reverse: Vietnamese public documents can receive Apostille certification for use in member states — replacing the old multi-layer consular certification.
Important exception: Germany, Austria and the Czech Republic objected to Vietnam’s accession — the Convention does not apply between Vietnam and these three countries. Documents exchanged with Germany/Austria/Czechia still require traditional consular certification and legalization.
Documents from non-member states: traditional consular legalization continues under current rules.

Note: an Apostille only certifies the document’s origin (signature, capacity, seal) — not its content, and not a substitute for notarization under Vietnamese law.

Current legal framework (as of 19 October 2026)

Decree 111/2011/ND-CP on consular certification and legalization — still in force but amended by Decree 196/2025/ND-CP (effective 3 August 2025).
Circular 11/2025/TT-BNG guiding consular certification and legalization (effective 3 August 2025, replacing Circular 01/2012/TT-BNG).
Decree 293/2026/ND-CP guiding Apostille Convention implementation (effective 11 September 2026).

The practical process for parent-company documents (4 steps)

Step 1: Determine whether the issuing country qualifies for Apostille

Check the list of Hague Convention members having applicable relations with Vietnam (excluding Germany, Austria, Czechia). If yes → obtain the Apostille from the issuing country’s competent authority (usually much faster: 1–4 working days). If no → follow the traditional legalization route in steps 2–3.

Step 2 (traditional): Certification in the issuing country

The document is certified by the foreign country’s competent authority (usually its Ministry of Foreign Affairs), then taken to the Vietnamese diplomatic mission abroad (Embassy/Consulate) for consular legalization.

Step 3 (traditional): Legalization at the Vietnamese mission

File the legalization request at the Vietnamese Embassy/Consulate in the issuing country. Prepare: the original document through step 2, the prescribed declaration form, identification papers.

Step 4: Translate into Vietnamese with notarized translation

Whether via Apostille or the traditional route, documents used in Vietnam must be translated into Vietnamese with notarized/certified translation under Vietnamese law (unless sectoral law provides otherwise).

Cases exempt from consular legalization

Documents bearing a valid Apostille (from a member state with applicable relations).
Documents exempted under an international treaty to which both Vietnam and the relevant country are parties, or on a reciprocal basis.
Documents transferred directly or through diplomatic channels between competent authorities.
Documents the Vietnamese receiving authority does not require to be legalized (some administrative procedures have been simplified).

FAQs

Can parent-company documents from China use the Apostille?

It depends on whether China has applicable Convention relations with Vietnam when the procedure is done. China is a Hague Convention member — but the decisive condition is “having applicable relations with Vietnam” (not objected, unlike Germany/Austria/Czechia). Always check the current applicable-relations list before choosing Apostille or traditional legalization.

Are documents legalized before 11 September 2026 still valid?

Yes. Documents validly consular-certified/legalized before Decree 293/2026/ND-CP took effect retain their validity for use in Vietnam; no need to re-apply for an Apostille.

Must the Vietnamese translation be done by a specific provider?

The translation must be notarized or certified under Vietnam’s notarization law (Notarization Law 2024, effective 1 July 2025). In practice: use a notary office or a translation office with translation-notarization function — and check legal terminology in the translation carefully, as wrong terms here can prompt the receiving authority to demand re-translation.

How long does the whole process take?

Apostille route: typically 1–4 working days in the issuing country (per law-firm practice notes) plus notarized translation time in Vietnam. Traditional route: depends on the issuing country’s foreign ministry and the Vietnamese mission’s schedule — usually counted in weeks. Advice: start in parallel with preparing other IRC dossier documents; do not let paperwork become the project’s bottleneck.

Contact us

FLAT Law Firm advises foreign investors on investment structuring, IRC/ERC procedures, ownership design and compliance in Vietnam. Contact us for advice on your specific case.

For reference only; not a substitute for legal advice on your specific case.

This article is pending review by the FLAW AI Legal Council.