Scenario: a Korean parent company is preparing its business license to set up a subsidiary in Vietnam. Since 11 September 2026, Vietnam has applied the Apostille Convention with 125 countries — including Korea. The question: does a business license from a Convention member still need the old multi-step consular legalization chain, or is a single Apostille enough? And are there exceptions?
The legal framework: from consular legalization to Apostille
Clause 2, Article 2 of Decree 111/2011/ND-CP defines consular legalization as certification by a competent Vietnamese authority of the seal, signature and title on a foreign document so it can be recognized and used in Vietnam. Article 9 lists four exemptions from certification/legalization: under an international treaty to which both Vietnam and the other country are parties (or on reciprocity); documents transferred directly through diplomatic channels; as provided by Vietnamese law; and where the receiving agency does not require it. Decree 111/2011, as amended by Decree 196/2025/ND-CP, continues to govern documents outside the Apostille Convention’s scope.
The turning point is the 1961 Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (the Apostille Convention): Vietnam deposited its accession instrument on 31 December 2025 under Resolution 407/NQ-CP, effective 11 September 2026 between Vietnam and 125 member states with applying relations (sources: HCCH, Ministry of Foreign Affairs). Decree 293/2026/ND-CP implements it: Clause 2, Article 25 exempts Apostille-certified public documents from consular legalization. But Clause 1, Article 26 carries a major carve-out: the Convention does not apply to “administrative documents dealing directly with commercial or customs operations”. A company’s business license — directly tied to commercial activity — may fall into this exclusion. No official guidance yet confirms whether incorporation documents are excluded, so investors must check with the receiving agency before choosing a certification route.
The practical four-step preparation
Whichever route applies, preparation follows four steps. Step one: obtain a copy or certified copy of the business license from the issuing authority in the home country, making sure it is the latest version reflecting the parent’s current name, address and representative. Step two: obtain an Apostille (if the issuing country is a Convention member and the document is in scope) or consular legalization at the Vietnamese mission abroad (if out of scope). Step three: translate the full text into Vietnamese with the translation notarized or the translator’s signature certified — Clause 2, Article 5 of Decree 96/2026/ND-CP mandates a Vietnamese translation for every foreign-language document. Step four: cross-check — the parent’s name on the license must match exactly the name on the financial statements, the investment decision and the company charter. A practical note: many agencies also ask for the parent’s charter (likewise legalized and translated), so prepare it in parallel from the start.
Three common traps that get dossiers returned
Trap one: mismatched names — the license shows the full legal name while the financial statements use an abbreviation, or the parent renamed itself and an outdated license was filed. The only cure is filing the rename certificate (legalized/Apostille plus translation); never “harmonize” names across documents yourself. Trap two: mistranslated proper names and place names — common and hard to catch without checking against the original. Trap three: redoing documents legalized before 11 September 2026 — unnecessary, because point (a), Clause 2, Article 36 of Decree 293/2026/ND-CP keeps previously legalized documents valid.
Frequently asked questions
If the parent is in an Apostille member state, is legalization still needed for its business license?
In principle no, once the document bears an Apostille (Clause 2, Article 25 of Decree 293/2026/ND-CP). But a business license may fall under the “commercial operations” exclusion (Clause 1, Article 26) — with no official guidance yet, confirm with the receiving agency before choosing.
What if the business license is electronic with no paper original?
No uniform guidance exists for this case (unverified). Practice usually requires a printout certified by the home-country issuing authority before certification — check with both the issuing authority and the Vietnamese receiving agency first.
Must the license translation be notarized or is signature certification enough?
Both are accepted in practice: notarization of the translation at a notarial office, or certification of the translator’s signature, under Notarization Law 2024/QH15 (effective 1 July 2025).
The parent’s name on the license differs from the financial statements?
Do not edit them to match. File proof of the change (rename or merger certificate) duly legalized/Apostilled and translated, so the agency has grounds to reconcile.
