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GUIDES · Jul 2026 · 4 min read

How to Establish a Foreign-Invested Company

Accompanying investors from idea to business operation Vietnam continues to be an attractive destination for foreign investors thanks to its stable business environment and quality workforce

Why this matters

Accompanying investors from initial idea to operating a foreign-invested company in Vietnam.

Vietnam remains an attractive destination for foreign investors thanks to its stable business environment, quality workforce, and abundant growth opportunities in manufacturing, trading, services, and technology. However, establishing a foreign-invested enterprise (FDI) requires investors to comply with regulations on investment, enterprises, tax, labor, and sector-specific business conditions. Choosing the right investment structure, determining the ownership ratio and business lines, and preparing the legal dossier correctly from the outset are critical to the success of the project.

With a team of experts experienced in foreign investment, corporate legal, accounting, and tax matters, we provide a full-package FDI company establishment service, helping investors complete the procedures quickly, efficiently, and in full compliance with Vietnamese law.

Investment forms we support

  • Establishing a 100% foreign-owned company.
  • Establishing a joint-venture company with a Vietnamese partner.
  • Capital contribution or purchase of shares or capital contributions in a Vietnamese enterprise.
  • Establishing a subsidiary of a foreign enterprise.
  • Establishing an operating office for an investment project.

What types of company can be established?

  • Single-member limited liability company.
  • Limited liability company with two or more members.
  • Joint-stock company.
  • Partnership company.

Under Vietnam's WTO commitments and Vietnamese law, foreign-invested companies have the right to establish their own branches, representative offices, and business locations.

Dossier for establishing a foreign-invested company

Depending on the business lines, the investor's nationality, and the form of investment, the required documents may vary. Investors typically need to prepare:

For individual investors

  • A copy of a valid passport.
  • Documents proving financial capacity (bank statement, account balance confirmation, or equivalent documents).
  • Information on the investment project and business plan in Vietnam.

For institutional investors

  • The organization's business registration certificate or equivalent document.
  • The company charter or an equivalent legal document.
  • Financial statements or documents proving financial capacity, certified by a competent authority and consular legalized.
  • The decision to invest in Vietnam.
  • The document appointing the authorized representative.
  • The passport or legal documents of the authorized representative.

Enterprise registration dossier

  • The company charter.
  • The list of members or shareholders.
  • Information on the legal representative.
  • Legal documents of the contributing members and shareholders.
  • Other documents as required by the competent authority.

Documents relating to the investment project

From March 2026, foreign investors may establish an economic organization to implement an investment project before carrying out the procedures for issuance or amendment of the Investment Registration Certificate, under the Law on Investment No. 143/2025/QH15. Accordingly, after being granted the Enterprise Registration Certificate (ERC), the investor needs to prepare the application for the Investment Registration Certificate (IRC), including:

  • The investment project proposal.
  • Information on the project implementation location.
  • The office lease agreement or documents proving the right to use the intended head-office location.
  • An explanation of the project's objectives, scale, investment capital, and labor requirements (if any).

What’s included

Foreign investment advisory.
Establishment of foreign-invested companies.
Amendment of the Investment Registration Certificate (IRC).
Amendment of the Enterprise Registration Certificate (ERC).
Obtaining the Business License.
Obtaining sector-specific licenses.
Ongoing accounting, tax, and legal compliance services.

Who it’s for

Foreign investors holding 50% or more of the charter capital of an economic organization.Enterprises in which the majority of general partners are foreign individuals.Foreign enterprises establishing a subsidiary or joint venture in Vietnam.Investors contributing capital or purchasing shares in Vietnamese enterprises.

How the process works

  1. 1
    Step 1: Advise on and assess investment conditions

    We assess market-access conditions for the intended business lines; advise on the appropriate corporate structure; advise on the ownership ratio and investment structure; advise on the project implementation location and head office; and identify the sector-specific licenses required.

  2. 2
    Step 2: Obtain the Investment Registration Certificate (IRC)

    For cases where investment procedures are required: we draft the investment dossier; work with the investment registration authority; monitor and handle requests for supplementary documents; and obtain the Investment Registration Certificate (IRC).

  3. 3
    Step 3: Establish the company and obtain the ERC

    We draft the enterprise registration dossier; obtain the Enterprise Registration Certificate (ERC); and publish the enterprise registration details as required by law.

  4. 4
    Step 4: Complete post-establishment procedures

    We handle the company seal; register the digital signature; open the direct investment capital account; complete initial tax registration; register e-invoices; advise on accounting, tax, and labor matters; and obtain sector-specific business licenses (if required).

Why choose Clarity for this

Deep understanding of Vietnam's investment environment
We have advised investors from many different countries and territories across a wide range of sectors, including trading, services, manufacturing, logistics, technology, and education.
Comprehensive solutions
Beyond company establishment, we support clients with investment licensing, accounting, tax, labor, and legal compliance matters once the business is up and running.
Time and cost savings
Our professional working process helps investors shorten processing times, limit legal risk, and quickly launch their business operations in Vietnam.
Support in English and Vietnamese
Our advisory team works directly with foreign investors, providing end-to-end support from project preparation through to the company's day-to-day operations.

Our commitment & responsibility

We commit to professional responsibility on every engagement — including legal liability and compensation should an error on our part occur. Your financial, personal and ownership data is handled under strict confidentiality and in line with Decree 13/2023/NĐ-CP on personal data protection.

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