The legal dossier of a foreign parent company investing in Vietnam is the step that most often delays Investment Registration Certificate issuance: foreign-issued papers must be consular legalized, translated and notarized, and a single small error on signing authority is enough to have the dossier returned. This article lists the complete dossier to prepare and practical experience handling real obstacles.
Core Dossier of an Institutional Investor
When a foreign parent company invests to establish an economic organization in Vietnam, the dossier applying for the Investment Registration Certificate (under the Investment Law 2025, No. 143/2025/QH15, effective from 01/3/2026) includes: the written project proposal request; the investor’s legal papers — business registration certificate or equivalent documents; audited financial statements for the latest 02 years (or the parent company’s financial support commitment); the investment project proposal; and documents proving financial capacity and experience.
Consular Legalization: the Number-One Bottleneck
All papers issued by foreign authorities (business licenses, financial statements, representative’s passport) must be consular legalized — except where exempted under international treaties to which Vietnam is a party — then translated into Vietnamese with notarized translations. In practice: the legalization process abroad and then at Vietnamese representative offices can take 3–6 weeks; investors should start as soon as the investment decision is made, in parallel with preparing project contents, rather than waiting for “finalization” to begin.
Investment Decisions and Signing Authority
The parent company needs a decision of the competent body (board of directors/members’ council/shareholders’ meeting depending on structure) on outward investment, appointing the representative managing the contributed capital and authorizing the dossier filer in Vietnam. Common mistakes: the signatory of the proposal not having authority under the parent company’s charter, or the power of attorney not clearly stating scope — the investment registration authority will request supplementation, losing 1–2 weeks each time.
Proving Financial Capacity and Support Commitments
The investment registration authority reviews the investor’s financial capacity against the project’s total capital. For newly established parent companies or project companies (SPVs) without 02 years of financial statements, the solution is the parent company’s financial support commitment accompanied by the parent company’s financial statements. This commitment should be drafted tightly because it may later become binding grounds when the project needs additional capital.
Synchronizing with the Enterprise Dossier and Capital Account
After obtaining the Investment Registration Certificate, the enterprise registration dossier needs absolute consistency on investor name, charter capital and contribution ratios — every discrepancy (abbreviated names, rounded capital figures) must be corrected. Next, open the capital account at a licensed bank to be ready to receive contribution cash flows within the 90-day period. One focal point tracking the entire dossier chain helps avoid “breaks” between steps.
Frequently Asked Questions
Which foreign papers require consular legalization?
In principle all papers issued by foreign authorities and organizations used in Vietnamese dossiers must be legalized, except where exempted under international treaties (e.g. some intra-bloc papers) or specific regulations.
The parent company is newly established without 2 years of financial statements — what then?
Use the parent/group company’s financial support commitment accompanied by the guarantor’s audited financial statements, and prepare explanations of project implementation capacity.
Does the representative’s passport need legalization?
Passport copies usually only need certification/notarized translation; but some authorities and banks require legalization — confirm in advance with the receiving contact.
See also: after completing the investment dossier, companies need to prepare work permits or work permit exemption confirmations for managers and experts seconded by the parent company.
FLAT LAW FIRM provides full-package investment dossier support for foreign parent companies: reviewing and legalizing foreign papers, drafting investment decisions — authorizations, filing dossiers and following up until the Certificate is received. If you are preparing to invest in Vietnam, please contact FLAT LAW FIRM.
