Establishment of Chinese-Invested company in Hanoi

In the context of deepening international economic integration, Vietnam – particularly its capital, Hanoi – is becoming an attractive destination for foreign investors, including those from China. With its strategic location, favorable market access policies, and improving business environment, Hanoi offers abundant opportunities for Chinese enterprises to expand their operations, exploit the market, and connect with the region. What legal procedures should be noted for the establishment of Chinese-Invested company in Hanoi? In the following article, Viet An Law will provide legal guidance and address common questions for our clients.

The landscape of Chinese Investment in Hanoi

Hanoi has always affirmed its leading position in attracting and utilizing foreign direct investment (FDI), thanks to its improving investment environment, increasingly transparent legal procedures, and the strategic advantages of Vietnam’s capital.

Hanoi is also an attractive destination for investors from different countries and territories in the region and around the world, including investors from China.

• According to statistics, from 1986 to 2023, the cumulative FDI capital attraction from China to Hanoi reached over 11.3 billion USD, including 693 newly licensed projects in effect with a total newly registered capital of 415.5 million USD; 107 capital adjustment projects with an additional registered capital of 135.7 million USD; 822 instances of capital contributions and share purchases with a capital contribution value of 10.7 billion USD.
• China ranks second among the countries investing in Hanoi. In the first 10 months of 2023 alone, Hanoi attracted USD 29.6 million in Chinese FDI, reflecting consistent investor confidence.
• Since 2004, Hanoi and Yunnan Province (China) have signed a Memorandum of Understanding (MoU) to enhance cooperation in investment, trade, and tourism.
• Under the framework of the “Two Corridors, One Economic Belt” initiative, launched in 2004, Hanoi has collaborated with four key provinces and cities of Lao Cai, Hai Phong, Quang Ninh (Vietnam) and Yunnan (China) to host economic corridor conferences. These events serve to deepen cooperation in areas such as trade, transportation, culture, education, tourism, and healthcare.

Basic steps to establish a Chinese-Invested company in Hanoi

Basic steps to establish a Chinese-Invested company

• Step 1: Apply for an investment registration certificate (IRC);
• Step 2: Apply for an enterprise registration certificate (ERC);
• Step 3: Carry out procedures after establishing the business.

Conditions for establishing a Chinese-Invested company in Hanoi

To establish a foreign-invested company in Hanoi, the following conditions must be met:

• Foreign investors must satisfy the market access conditions for foreign investors as prescribed in Article 9 of the Law on Investment 2020;
• Foreign investors must have an investment project and complete the procedures for obtaining and adjusting an Investment Registration Certificate (IRC),except in cases involving the establishment of innovative start-up small and medium-sized enterprises (SMEs) or innovative start-up investment funds, which are governed by the Law on Support for SMEs;
• The investment project must not fall under any prohibited business or investment sectors and must havea legal, valid project location for implementation.
• The project must not adversely affect Vietnam’s national defense and security interests.
• If the project involves land use, especially in islands, border communes, wards, towns, or coastal areas, it must meet the legal requirements on land use rights and conditions.

According to Clause 1, Article 23 of the Law on Investment 2020, a Chinese-invested company in Hanoi must apply for an Investment Registration Certificate (IRC) if it falls under one of the following cases:

• Thecompany has a foreign investor holding more than 50% of the charter capital, or in the case of a partnership, the majority of general partners are foreign individuals;
• The company is held by another economic organization (falling under Case 1) that holds more than 50% of the charter capital;
• There are foreign investors and/or economic organizations (falling under Case 1) that collectively hold more than 50% of the charter capital.

Procedures for establishing a Chinese-invested company in Hanoi

Apply for Investment Registration Certificate (IRC)

Authority

According to Article 39 of the Investment Law 2020, the authority is responsible for issusing Investment Registration Certificates in Hanoi is as follows:

Authority to grant the Investment Registration Certificate in Hanoi

• Hanoi Industrial and Export Processing Zones Authority (HIZA): issues Investment Registration Certificates for investment projects in industrial parks, export processing zones, high-tech zones, and economic zones.
• Hanoi Department of Finance (formerly Department of Planning and Investment): issues Investment Registration Certificates for investment projects outside industrial parks, export processing zones, high-tech zones, and economic zones.

Profile components

According to Article 36 of Decree 31/2021/ND-CP, the investor shall submit 01 set of documents requesting the issuance of an Investment Registration Certificate, including the contents specified in Clause 1, Article 33 of the Investment Law 2020, specifically:

• Documents requesting to implement the investment project, including commitment to bear all costs and risks if the project is rejected;
• Documents on legal status of the investor;
• Documents proving the financial capacity of the investor include at least one of the following documents: financial statements of the investor for the last 2 years; financial support commitment of the parent company; financial support commitment of a financial institution; guarantee of the financial capacity of the investor; other documents proving the financial capacity of the investor;
• Investment project proposal;
• For projects that do not request land allocation, land lease, or change of land use purpose, a copy of the document proving land use rights or other lawful basis for site implementation must be submitted;
• Technology explanation Required for projects that involve technology subject to appraisal and consultation under the Law on Technology Transfer;
• BCC required if the investment is in the form of a BCC agreement;
• Other documents related to the investment project, requirements on conditions and capacity of investors according to the provisions of law (if any).

Time limit for settlement

The investment registration authority is required to issue the Investment Registration Certificate (IRC) within 15 working days from the date of receiving a valid and complete application dossier, provided the investment project satisfies the following conditions:

• The project is not in the prohibited business investment industry;
• The location for implementing the investment project is determined based on a valid copy of the land use rights certificate, or a valid location lease agreement, or other valid documents proving the right to use the project site;
• Investment projects following planning;
• Meet the conditions on investment rate per land area prescribed by the Provincial People’s Committee based on the actual conditions of the locality and approved by the Standing Committee of the Provincial People’s Council (if any), and the number of employees (if any);
• Meet market access conditions for foreign investors in accordance with Vietnamese law.

Apply for the Enterprise Registration Certificate (ERC)

Authority

According to Article 20 of Decree 168/2025/ND-CP, new regulations on provincial-level business registration agencies are as follows:

• Hanoi Industrial and Export Processing Zones Authority (HIZA): grants business registration to enterprises located in high-tech zones;
• Business Registration and Corporate Finance Department under Hanoi Department of Finance: issues Business Registration Certificates to enterprises located in provinces and cities under its management.

Profile components

Business registration dossiers, depending on the type of private enterprise, partnership, limited liability company, and joint stock company are stipulated in Articles 19, 20, 21, and 22 of the Enterprise Law 2020, amended and supplemented in 2025, which mainly include:

• Business registration application.
• Company charter.
• List of members/ List of founding shareholders; List of shareholders who are foreign investors; List of beneficial owners of the enterprise (if any).
• Personal legal documents for private business owners/personal legal documents for members
• Legal documents of individuals for members who are individuals and legal representatives; Legal documents of organizations for members who are organizations and documents appointing authorized representatives; Legal documents of individuals for authorized representatives of members who are organizations. For members who are foreign organizations, copies of legal documents of the organization must be consularized;
• Investment registration certificate for foreign investors as prescribed by the Investment Law.
• Power of Attorney;

Time limit for settlement

• Within 03 working days from the date of receiving the dossier, the Business Registration Authority shall be responsible for reviewing the validity of the dossier and issuing a new Business Registration Certificate.
• In case the dossier is invalid, the Business Registration Authority must notify the enterprise in writing of the content that needs to be amended or supplemented. In case of refusal to issue a new Business Registration Certificate, the enterprise must be notified in writing and the reasons must be clearly stated.

Carry out procedures after establishing a business

• Open an investment capital account and make capital contributions;
• Contribute capital fully and on time;
• Issue electronic invoices;
• Declare and pay taxes as prescribed;
• Proceed to engrave the legal seal when having a tax code;
• Apply for sub-licenses for conditional business investment sectors; …

Note on E-code passport conditions for applying in Vietnam

The Chinese E-passport is a new type of passport with the E-number issued by the Chinese Government to its citizens since 2012. Each E-passport contains a chip storing the biometric data of the passport holder. However, it is important to note that some E-passports—particularly those issued by China—contain the “nine-dash line” map, which has significant geopolitical implications.

According to Official Dispatch No. 2611/KH&DT-KTDN dated May 25, 2023 from the Hanoi Department of Planning and Investment, the following guidance applies:

• Regarding documents on the legal status of investors, according to Clause 15, Article 2 of Decree No. 31/2021/ND-CP: “Documents on the legal status of investors are valid copies of personal identification documents or documents confirming the establishment and operation of economic organizations, including: a) Personal identification number for individuals who are Vietnamese citizens or valid copies of one of the following documents: Identity card, Citizen identification card, valid passport, other personal identification documents for individuals; b) Valid copies of one of the following documents: Business registration certificate, Certificate of establishment, Decision on establishment or other documents of equivalent legal value for organizations”.
• Clause 1, Article 2 of Decree No. 312021/ND-CP stipulates: “A valid copy is a copy issued from the original book or a copy certified from the original by a competent authority or organization or from the national database in cases where the original information is stored in the national database on population, business registration and investment”.
• On November 1, 2022, the Hanoi Department of Justice issued Document No. 2998/STP-HCTP on certifying passport copies as follows:

“According to Clause 2, Article 8, Clause 1, Article 19 of Decree No. 23/2015/ND-CP of the Government on issuing copies from originals, certifying copies from originals, certifying signatures and certifying contracts and transactions and Clause 1, Article 9 of Circular No. 01/2020/TT-BTP of the Ministry of Justice detailing and guiding the implementation of a number of articles of Decree No. 23/2015/ND-CP, the person requesting certification must be responsible for the content, legality, validity and authenticity of the original documents and papers used as the basis for certifying copies.

For foreign passports, agencies, organizations only authenticate foreign documents that comply with the Constitution and laws of Vietnam on territory and national sovereignty over seas and islands.

Due to the sensitivity and legal implications surrounding E-passports with the “nine-dash line,” Chinese investors should consult legal professionals before using such passports in investment procedures in Vietnam, especially in company registration or licensing applications.

For any related inquiries or assistance with establishing a Chinese-invested company in Hanoi, please contact Viet An Law for detailed guidance and the most up-to-date legal support.