FDI Company Formation in Vietnam

Establishing an FDI company in Vietnam: who is this service for?

• Chinese investors and foreign investors seeking to establish a 100% foreign-owned company or a joint venture in Vietnam.
• Investors from China, Taiwan, Hong Kong, Singapore or Chinese-speaking enterprises needing dossiers explained in Vietnamese, Chinese and English.
• Enterprises wishing to open a subsidiary, factory, operating office or commercial establishment in Vietnam.
• Investors weighing up greenfield incorporation, M&A, or capital contribution to an existing Vietnamese company.
• FDI enterprises needing to adjust business lines, capital, location, legal representatives or governance structure.

Legal issues clients commonly face

Investors often ask how long it takes to have a company in Vietnam, but the more important question is whether the company will be permitted to operate the intended business model. Some business lines require checking market access conditions, sub-licences or sector-specific requirements before deployment.

The project location is an easy place for risk to arise. Office, workshop or warehouse lease contracts need to match the project objectives, the lessor’s right to lease, the purpose of use, fire safety, the environment, and the new administrative unit names after the rearrangement.

Capital flows and governance also need to be designed from the start. Investors should distinguish investment capital, charter capital, capital contribution schedules, capital accounts, legal representatives and internal approval mechanisms.

What does FLAT LAW FIRM do?

• Advising on the choice of investment form: greenfield incorporation, joint venture, capital contribution or a combined approach.
• Checking market access conditions under the Law on Investment 2025 and legal information updated to September 2026.
• Reviewing business lines, project objectives, investment capital, charter capital, capital contribution schedules and sub-licences.
• Checking the suitability of the project location, lease contracts and new administrative address names.
• Preparing or reviewing IRC dossiers where the project falls into cases requiring investment registration.
• Preparing ERC dossiers, charters, and information on representatives, members or shareholders.
• Advising on post-establishment steps: capital accounts, initial tax, invoicing, work permits for foreign specialists, contracts and internal compliance.

Implementation process

1. Receiving investor information, nationality, business lines, location, capital and deployment timeline.
2. Reviewing investment conditions, conditional business lines, location requirements and the licensing roadmap.
3. Proposing options under the Law on Investment 2025: choosing ERC first then IRC (Article 19(2)), keeping the traditional IRC-first sequence, or considering M&A.
4. Listing documents requiring consular legalization, translation, certification or internal signing.
5. Drafting dossiers, coordinating signing, filing and following up on responses from competent authorities.
6. Handing over results and guiding post-establishment obligations.

Documents clients should prepare

• Passport of an individual investor or certificate of incorporation of an institutional investor.
• Investment decisions, resolutions, authorizations or approval documents from the parent company.
• Documents proving financial capacity, financial statements or bank confirmations.
• Description of business lines, products, services, target customers and operating plans.
• Lease contracts, in-principle lease agreements or documents on offices, workshops, warehouses.
• Information on legal representatives, managers and the capital contribution structure.

Expected timeline

The expected timeline depends on whether the project requires an IRC, whether the business lines fall into groups subject to market access checks, whether the location is eligible for the project, and whether foreign documents have been fully legalized. For manufacturing, conditional trading, industrial real estate or projects requiring sector-specific opinions, investors should allow extra time for explanations. Depending on the locality, project type and delegation at the time of filing, the competent authority may vary.

Common legal risks

• Choosing business lines that do not match actual operations.
• Signing a location lease before checking whether that location can be used for an FDI project.
• Failing to update the rearranged administrative unit names on dossiers and contracts.
• Not distinguishing IRC, ERC, sub-licences and post-establishment obligations.
• Contributing capital after the deadline, to the wrong account, or without bank documentation.
• A charter that does not reflect the decision-making mechanism between the foreign investor and the team in Vietnam.

Legal updates to September 2026

Law on Investment 2025 No. 143/2025/QH15 took effect primarily from 01/03/2026; Article 7 and the List of conditional business lines and trades in Appendix IV took effect from 01/07/2026. The most important new point: Article 19(2) allows foreign investors to establish an economic organization (issued an Enterprise Registration Certificate — ERC) before carrying out the procedure for issuance of an Investment Registration Certificate (IRC), reversing the previously mandatory sequence. When registering the enterprise under this option, the dossier must contain a commitment to satisfy market access conditions (Article 8), and the economic organization must complete the IRC issuance procedure within 12 months from the establishment date, and may only deploy the project after obtaining the IRC (Article 72 of Decree 96/2026/ND-CP, effective from 31/3/2026, replacing Decree 31/2021/ND-CP). Practical note: forms and guidance for processing dossiers under the new option are still being finalized, so the specific roadmap should be discussed in advance with the business registration authority and the investment registration authority in the project’s locality.

Law No. 76/2025/QH15 amending and supplementing a number of articles of the Law on Enterprises took effect from 01/07/2025, in which the obligation to declare and update beneficial owner information should be noted where applicable. From 12/06/2025, Vietnam has 34 provincial-level administrative units, comprising 28 provinces and 6 cities; the two-tier local government model has operated from 01/07/2025.

The full text of the above instruments can be found at the Government’s system of normative legal documents. The content on this page should be checked against the instruments in force at the time of filing.

Why choose FLAT LAW FIRM?

FLAT LAW FIRM focuses on Chinese investors, Chinese-speaking investors and FDI enterprises, so our advice does not stop at obtaining licences but aims at the ability to operate after establishment. The team can support in Vietnamese, Chinese and English, suiting investors who need Vietnamese regulations explained to a parent company or Chinese-speaking shareholders. After establishment, a manufacturing project needs a legal map for the next stages — see Legal for industrial manufacturing enterprises.

Frequently asked questions

Useful links

You should talk to a lawyer if:

• You have not determined whether the project must obtain an IRC or may establish the company first under Article 19(2) of the Law on Investment 2025.
• The intended business lines fall into groups with market access conditions for foreign investors.
• The project location is a workshop, industrial park or leased land that needs careful checking before signing a long-term contract.
• The parent company needs a capital contribution plan, governance structure and representatives suited to the actual operating plan.
• You are weighing greenfield incorporation, M&A or contributing capital or buying shares in an existing Vietnamese company.

In-depth: setting up an FDI company in Vietnam