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Corporate & Investment · Specialized Services

Foreign-Invested Company Formation in Vietnam

Foreign investors must complete investment procedures before registering a company. We review sector conditions, prepare bilingual documents and support you until the company is ready to receive capital.

Timeline
30 – 45 days
Service fee from
15,000,000 VND
Result
IRC + ERC
Language
Vietnamese – English
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Overview

Under the Law on Investment, a foreign investor setting up an economic organization must have an investment project and first obtain an Investment Registration Certificate (IRC), and only then register the company to receive an Enterprise Registration Certificate (ERC).

The investment sector must meet the market access conditions for foreign investors: some sectors are closed, while others are open subject to conditions on ownership ratio, form of investment or capital. A careful review at this stage helps avoid having your application rejected after weeks of waiting.

Foreign-Invested Company Formation in Vietnam
Foreign-invested company formation in Vietnam – HDS Law Firm

Costs & Timeline

Service feeFrom 15,000,000 VND
Timeline30 – 45 days
CommitmentClear quotation before we start, with no hidden costs

Scope of Service

Service includes

  • Review of market access conditions by sector and international commitments
  • Advice on capital structure and investment form (100% foreign-owned or joint venture)
  • Preparing the project proposal and IRC and ERC application documents
  • Representing you before the investment registration and business registration authorities
  • Company seal and guidance on opening a direct investment capital account
  • Advice on business licences and periodic investment reporting after licensing

What you need to prepare

  • Passport (individual investor) or consular-legalized legal documents of the organization
  • Proof of financial capacity: bank balance confirmation or the most recent financial statements
  • Office lease agreement and legal documents for the premises
  • Project information: objectives, scale, investment capital, capital contribution schedule

Process

  1. 01

    Review & advice 1 – 3 days

    Checking market access conditions and advising on capital structure, location and roadmap.

  2. 02

    IRC application 15 days

    Filing the investment registration application; the investment registration authority issues the Investment Registration Certificate within 15 days of receiving a valid application.

  3. 03

    Enterprise registration 03 working days

    Filing the enterprise registration application and receiving the ERC and enterprise code.

  4. 04

    After licensing 7 – 15 days

    Company seal, direct investment capital account, capital contribution and business licences (if any).

Roadmap for setting up a foreign-invested company

  1. ReviewMarket access conditions
  2. 15 daysIssuance of the Investment Registration Certificate (IRC)
  3. 03 working daysIssuance of the Enterprise Registration Certificate
  4. After licensingSeal, capital account, capital contribution
Timelines run from the date of a valid application and exclude time for legalizing foreign documents.

Notes & Legal Basis

Important notes

  • Actual timing depends on the sector and on the legalization of foreign documents.
  • Contributed capital must be transferred through a direct investment capital account opened at an authorized bank.
  • Trading and retail activities may require additional business licences.

Legal basis

  • Law on Investment No. 61/2020/QH14 and its amendments and supplements
  • Decree 31/2021/ND-CP guiding the Law on Investment
  • Law on Enterprises No. 59/2020/QH14, as amended and supplemented by Law No. 03/2022/QH15 and Law No. 76/2025/QH15

Featured Cases

Investment Project Adjustment · 2025

Converting a loan into capital contribution in a foreign-invested company (FDI)

Thiên Quang Electronics Joint Stock Company

Read More

Issue

The client wished to convert a debt arising from a loan from its parent company into capital contribution in an economic organization in Vietnam, and to complete the legal procedures needed to record the new capital and update the related registration certificates.

What HDS did

HDS researched and advised on current regulations on converting a loan into capital contribution in a foreign-invested company, and assessed the conditions, options and legal issues arising. On that basis, HDS guided the client in preparing the required documents; drafted and finalized the legal documents for the transaction; and represented the client before the competent state authorities to complete the conversion of the loan into capital contribution and update the related enterprise registration and investment registration information.

Result

The competent authority approved the foreign investor's capital purchase; the company completed the related legal procedures and was issued an Enterprise Registration Certificate and an amended Investment Registration Certificate recording the changes as required. The loan-to-equity conversion was carried out successfully, helping optimize the capital structure and ensure the legal soundness of the company's investment activities.

    View All Cases

    Frequently Asked Questions

    Can a foreign investor own 100% of the capital?

    Yes, except in sectors with ownership limits under market access conditions and the international treaties to which Vietnam is a party.

    What is the minimum capital to set up a foreign-invested company?

    There is no single minimum for all sectors. Investment capital must suit the scale of the project, and some sectors have their own capital requirements.

    Can a foreign investor contribute capital to a Vietnamese company instead of setting up a new one?

    Yes. Foreign investors may contribute capital to, or buy shares or capital contributions in, a Vietnamese company; in some cases registration with the investment registration authority is required first.

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