Setting up an FDI company in Vietnam: a 4-step guide
From the IRC to the ERC and post-licensing compliance — the statutory timelines, the 90-day capital rule, and the decisions that matter most when establishing a foreign-invested company.
Establishing a foreign-invested enterprise in Vietnam is very achievable — but only if the structure is right from the start. Here is the process, condensed to the four steps that matter.
Step 1 — Structure and sector check
Confirm whether your business lines are open, conditional or restricted to foreign ownership under Vietnam's market-access rules and WTO commitments, then choose the legal form, ownership ratio and capital plan accordingly. Most later delays trace back to a sector or capital decision made too quickly here.
Step 2 — Investment Registration Certificate (IRC)
The IRC is the foreign investor's gateway under the Investment Law 2020. For projects that do not need an investment-policy approval, the statutory processing time is 15 days from a complete dossier — in practice, completeness of the legalized documents is what decides the calendar.
Step 3 — Enterprise Registration Certificate (ERC)
Once the IRC is granted, the ERC follows within 3 working days of a valid application under Decree 01/2021/NĐ-CP, together with the company seal. Your entity now legally exists and receives its enterprise code, which doubles as the tax code.
Step 4 — Post-licensing compliance
- Open the direct investment capital account (DICA) and contribute charter capital within 90 days of the ERC.
- Register e-invoices, initial tax declarations and the digital signature.
- Complete initial labour, social-insurance and trade-union registrations before hiring at scale.
Realistically, plan for six to ten weeks end-to-end including document legalization. We manage the full path in clear English so you can focus on launching the business.
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Articles are prepared by Clarity Consulting's tax, accounting and corporate-advisory team, based on current Vietnamese regulations at the time of writing.