Foreign Investment in Vietnam
Foreign investment in Vietnam is not just about company formation procedures. Investors need to simultaneously check market access conditions, intended business lines, ownership ratios, project sites, investment capital, the licence roadmap and post-operation obligations. For foreign investors, especially Chinese-speaking investors, a wrong decision at the early stage can force the project to restructure, change sites or seek additional licences later.
Quick summary: foreign investment in Vietnam
| Suitable for | Foreign investors entering Vietnam for the first time, parent companies expanding operations, or transferees of capital in foreign-invested enterprises. |
|---|---|
| Key documents | Investor’s legal dossiers and nationality, intended ownership structure, description of business lines and project site. |
| Points to check | Market access conditions by business line, permitted foreign ownership ratios, investment forms and approving authorities. |
When does an investor need in-depth advice?
- When the project involves FDI elements, joint ventures, capital acquisitions or project transfers.
- When business lines fall under market access condition checks or sector-specific licences.
- When the investor needs to choose between new formation, capital contribution or M&A.
- When the project involves workshops, industrial parks, conditional trading or foreign specialists.
Legal issues to check from the start
- Investment form, investor nationality and intended ownership ratio.
- Business lines, business model and applicable conditions at the time of filing.
- Project site, site use rights, fire prevention, environment and planning conformity.
- Investment capital, charter capital, capital contribution timelines, capital accounts and cash flows — details at Direct investment capital account (DICA).
- The IRC, ERC and sub-licence roadmap, work permits for foreign specialists and post-establishment reporting obligations.
- Investment incentives for the project: forms, conditions and risks of losing incentives — details at Investment incentives for FDI projects.
What does FLAT LAW FIRM do?
- Reviewing market access conditions and proposing suitable investment structures.
- Assessing the project’s practical implementability, not just licensability.
- Preparing formation, adjustment, capital contribution, share acquisition and related licence dossiers.
- Reviewing site leases, intra-group transactions and post-establishment compliance obligations.
- Supporting in Vietnamese, Chinese and English to align investors and parent companies.
Working process
- Receiving the investor’s investment model, business lines, site and timeline.
- Reviewing applicable legal conditions and points needing further clarification.
- Proposing the licence roadmap, capital structure and dossier set to prepare.
- Implementing dossiers with competent authorities and tracking responses.
- Handing over results, post-establishment checklists and periodic compliance alerts.
Common risks
- Choosing the wrong investment form or misunderstanding permitted business lines.
- Signing a site lease before checking the site’s suitability for the FDI project.
- Not distinguishing investment capital, charter capital and actual contribution obligations.
- Missing sub-licences or investment reporting obligations after establishment.
- Not preparing an exit plan: when deciding to leave the market, dissolving the enterprise & terminating the investment project must be done in the right sequence to avoid tax, debt and hanging legal liabilities.
Dossiers to prepare
- Investor information, nationality, intended ownership structure and transaction model.
- Description of business lines, products or services, project site and implementation timeline.
- Expected investment capital, charter capital, land or workshop lease needs and sector-specific licences.
Sequence for assessing a foreign investment project
The first question is not where to file, but whether the intended business lines fall into the unopened market access group, the conditional access group, or the same-as-domestic-investors group. A wrong answer at this step often leads to restructuring the transaction after agreements have been signed with partners. The summary of business-line groups and applicable conditions is presented at Market access conditions for foreign investors.
The second step is choosing the form: establishing a new economic organization, contributing capital or buying shares in an existing enterprise, or investing under contract. Each form has different procedures, timelines and risks; the fastest form on paper is not always the safest for the investor.
The third step is checking conditions attached to the site and to the investor itself: planning, land, industrial park conditions, and the legal status of the parent company abroad. We usually prepare a conditions table before the investor transfers funds, so what needs remedying is handled while still easy to handle.
What actually determines timelines in practice
An FDI project’s timeline is rarely determined by the dossier processing deadlines stated in regulations. It is usually determined by the foreign investor’s document preparation time: consular legalization, notarized translation, financial capacity confirmation and authorization documents for the signatory in Vietnam.
We therefore usually send the document list as soon as the investment objective is determined, in parallel with checking business-line conditions, rather than waiting until filing. If any content lacks sufficient basis for conclusion, we state clearly which parts need further verification rather than asserting beyond existing documents.
Referenced legal framework
Foreign investors’ investment activities in Vietnam are governed by the Law on Investment 2025 No. 143/2025/QH15, effective from 01/03/2026, in which Article 7 and the List of conditional investment business lines and trades in Appendix IV take effect from 01/07/2026. Enterprise law applies in parallel, including the Law on Enterprises 2020 and Law No. 76/2025/QH15 amending and supplementing a number of articles of the Law on Enterprises, effective from 01/07/2025.
Legal regulations, state authority competences and administrative procedures may change over time. The full text of the above instruments can be found at the Government’s system of normative legal documents. The content on this page is orienting and should be checked against the instruments in force at the time of application for each specific dossier.
Frequently asked questions
Must foreign investors always apply for an IRC?
Depends on the investment form. When establishing a new economic organization to implement an investment project, foreign investors must be granted an Investment Registration Certificate (IRC) before establishing the enterprise. For capital contributions, share or capital portion acquisitions, no IRC is applied for; instead the foreign investor capital contribution/share acquisition registration procedure is carried out when registration is required — for example when the foreign ownership ratio exceeds the prescribed threshold or business lines fall under conditional market access.
Should I choose new formation or acquiring a Vietnamese company?
Each option has its own advantages and risks regarding time, dossiers, inherited liabilities and business-line conditions.
Can a virtual office address be used for an FDI project?
It depends on the project type, business-line requirements and the ability to prove site use rights at the time of filing.
After licensing, can the enterprise operate immediately?
The enterprise must still check sub-licences, tax, labour, invoices, investment reporting and other operational obligations.
How does FLAT LAW FIRM support Chinese investors?
We support in Vietnamese–Chinese–English and help parent companies clearly understand the legal steps in Vietnam.
Useful links
Talk to FLAT LAW FIRM
You can send your existing documents, objectives and expected timeline for our team to assess the next steps.
You should talk to a lawyer when:
- the intended business lines fall under conditional market access or the applicable conditions are unclear;
- the investor is torn between new formation, capital contribution, share acquisition or joint venture;
- the project needs to lease land or workshops in industrial parks or seek sector-specific licences;
- the dossier includes foreign documents needing consular legalization and notarized translation.
Request an Investment Structure Review. Send your existing documents, objectives and expected timeline — we will assess which investment form (new formation, capital contribution, share acquisition or joint venture) fits your project and flag the legal issues to resolve first. Send your request, call (+84) 988 424 851, or reach us on WhatsApp.