How a foreign organization establishes a 100% owned subsidiary in Vietnam — dossier and procedures

Short answer

A foreign organization may establish a 100% owned subsidiary in Vietnam (usually a single-member LLC owned by the foreign organization). The biggest difference from an individual investor is the organization’s legal-status dossier: business registration certificate, charter, investment decision, and representative appointment documents — all foreign-issued versions must be consularly legalized and translated with notarized Vietnamese versions.

Legal bases

• Law on Investment 2025 No. 143/2025/QH15 (effective 01/3/2026): Articles 3.19, 8, 19, 26.
• Decree 96/2026/ND-CP (effective 31/3/2026): Articles 32, 39.
• Law on Enterprises 59/2020/QH14 (amended by Law 76/2025/QH15, effective 01/7/2025; consolidated document 67/VBHN-VPQH 2025).
• Decree 168/2025/ND-CP on enterprise registration (effective 01/7/2025).

Note: Decree 168/2025 has been amended and supplemented by Decree 296/2026/ND-CP (effective 23/7/2026) — banning nominee capital contributions and adding e-authentication rules and the 25% beneficial-owner criterion; check the consolidated text before filing.

• Decree 111/2011/ND-CP (amended by Decree 196/2025/ND-CP, effective 03/8/2025): consular legalization.

1. IRC dossier — focused on the organization’s legal status

Under Articles 39.1/32.1 of Decree 96/2026/ND-CP, besides the application letter, project proposal, and financial capacity documents, the foreign organization must submit:

• Business registration certificate (or equivalent) of the parent company abroad — consular legalization + certified translation;
• Charter of the parent company — legalized + translated;
• Overseas investment decision / decision to establish the Vietnamese subsidiary by the parent’s competent body;
• Documents appointing the authorized representative in Vietnam with that person’s legal ID (legalized if signed abroad);
• Financial capacity proof: the parent’s audited financial statements for the two most recent years, or a financial support commitment.

2. Step-by-step process

1. Check market access conditions (Article 8, Law on Investment 2025; Appendix I, Decree 96/2026).
2. Consularly legalize all foreign-issued documents (three steps: notarization in the issuing country → consular certification → legalization in Vietnam + certified translation). Start early — it often takes weeks.
3. File the IRC application with the investment registration authority.
4. Enterprise registration: registration application; subsidiary charter; copy of the organizational owner’s legal documents (legalized); authorized representative appointment; beneficial owner declaration (new under Law 76/2025).
5. Capital contribution: within 90 days of the enterprise registration certificate issuance, via a direct investment capital account.
6. Post-establishment: tax, e-invoicing, labor/social insurance, periodic investment reports.

3. Governance notes

• The subsidiary is an independent legal entity in Vietnam; the parent’s liability is limited to its capital contribution.
• The enterprise must always have at least one legal representative residing in Vietnam.
• The most common dossier error is missing consular legalization or uncertified translations — verify before filing.
• No guaranteed licensing timeline: statutory time limits exist, but actual timing depends on dossier completeness.

Prepared by the FLAW AI Legal Council. This article is pending QA review by the Council and owner approval before publication.