1. Decide the basic structure and check eligibility
Before filing any application, foreign investors typically need to:
Choose the entity type
Most foreign investors use a Limited Liability Company (LLC) or Joint Stock Company (JSC). Branches and representative offices are also possible but serve different purposes and have different legal limitations.
Define business lines
Identify the proposed business activities and applicable VSIC codes, ensuring the activities are not prohibited, any conditional business requirements are identified, and foreign ownership restrictions or market access conditions are assessed.
Decide charter capital
There is generally no universal statutory minimum charter capital for establishing a company in Vietnam. However, the proposed capital should be sufficient for the investment project and may be reviewed by the licensing authority based on the project's scale, activities, operating expenses, staffing and investment plan.
Secure a registered office address
The company must have a registered head-office address in Vietnam, generally supported by a lease agreement or service-office contract, with premises suitable and permitted for business use.
Confirm foreign investor eligibility
Confirm that the intended business activities are permitted at the desired level of foreign ownership under Vietnam's investment and sector-specific regulations.
Skip the guesswork
A market entry assessment maps structure, business lines and ownership before you file anything — from USD 150.
Start your assessment →Investment Registration Certificate (IRC)
For a foreign-invested enterprise, the IRC is generally the first formal investment licensing step.
When is an IRC required?
An IRC is generally required when a foreign investor establishes a new investment project in Vietnam. Investment registration requirements may also arise in connection with certain capital contribution, share purchase or capital acquisition transactions — the exact requirement should be assessed against the proposed structure and applicable market access rules.
Competent authority
Depending on location and nature of the project, the competent authority may be the provincial investment registration authority, or the relevant management authority of an industrial park, export processing zone, hi-tech park or economic zone.
Key contents of the IRC
The IRC generally records investor details, project name and objectives, investment capital and contribution schedule, project location and duration, business activities, and applicable market access conditions.
Documents typically required
An IRC dossier typically includes the application form, a feasibility description of the project (activities, scale, capital, labour, location), evidence of the investor's financial capacity, and investor identification/corporate documents. Individual investors generally need a notarised and/or consular-legalised passport; corporate investors typically provide a certificate of incorporation, charter documents, and latest financial statements. Foreign-issued documents generally need notarisation, authentication/consular-legalisation and Vietnamese translation.
Processing time: approximately 15–25 working days after a complete and valid dossier, though the actual timeline depends on sector, project complexity, location, requests for clarification, and whether additional approvals are needed.
Enterprise Registration Certificate (ERC)
Once the IRC is issued, the investor generally proceeds with the ERC — the document that formally establishes the Vietnamese legal entity.
What does the ERC do?
The ERC records the company name, head-office address, charter capital, owners or shareholders, legal representative, and registered business lines. It also serves as the company's principal registration document, and its enterprise identification number is generally used as its tax identification number.
Key filings and submission
The ERC application typically includes the application for enterprise registration, the company charter, a list of founding members/shareholders, identification documents, and corporate registration documents for organizational investors, alongside information on the legal representative (who may need to satisfy residency requirements). The dossier is generally submitted electronically through the National Business Registration Portal, which may require a VNeID electronic identification account.
Processing time: generally 5–7 working days after a complete and valid dossier is accepted.
Getting the ERC isn't the finish line
- ✓Public announcement
The establishment of the company must be publicly announced through the National Business Registration Portal.
- ✓Company seal
The company may arrange for its corporate seal to be designed and engraved. Traditional seal-registration procedures have been significantly simplified — internal rules should specify management and use.
- ✓Tax registration & digital signature
Confirm tax registration information, obtain a digital signature for e-filings, set up electronic tax filing and e-invoicing, and register for VAT, CIT and other obligations.
- ✓Open bank accounts
Foreign-invested companies generally need a direct investment capital account for contributing capital, plus operating payment accounts in VND and, where necessary, foreign currencies.
- ✓Capital contribution
Charter capital must generally be fully contributed within 90 days from ERC issuance, unless a different schedule is permitted or approved.
- ✓Labour & social insurance
If the company employs workers, complete employer registration and enroll employees in social, health and unemployment insurance.
- ✓Sector-specific sub-licenses
Trading, retail outlet, education, tourism, food safety, transport and other sector-specific approvals may be required before commencing regulated activities — see business licensing.
5. Typical timelines
The actual timeline depends heavily on the investment structure, sector and location. A straightforward FDI registration generally involves:
| Stage | Typical timeline |
|---|---|
| Preparation | 1–4 weeks |
| IRC + ERC licensing | Approximately 7–10 weeks for straightforward sectors |
| Post-licensing setup | Approximately 2–4 weeks |
| Additional sector-specific licensing | Variable |
Conditional or regulated sectors may require substantially more time.
The typical FDI registration flow
6. Key takeaway
For most foreign investors establishing a new operating business in Vietnam, registration is a two-stage licensing process — IRC followed by ERC — followed by operational and compliance setup. However, the actual process depends on the investor's nationality, business activities, foreign ownership percentage, investment capital, investment location, proposed corporate structure, and applicable sector-specific regulations.
A proper foreign market access assessment and investment structure review should be completed before preparing the licensing dossier. This helps identify ownership restrictions, additional licenses and documentation requirements early, reducing the risk of delays or restructuring after incorporation.