Establish a 100% FDI company in Vietnam

A 100% FDI company is a Vietnamese legal entity in which all charter capital is contributed by foreign investors (either foreign individuals or foreign legal entities) to establish a business in Vietnam. Such companies are established and operate following the Law on Investment, Law on Enterprises, WTO Commitments, international treaties to which Vietnam is a party, and other relevant legal instruments. In the article below, Viet An Law will provide guidance on how to establish a 100% FDI company in Vietnam.

Certain business sectors in which foreign investors may establish a 100% FDI company in Vietnam

Forms of foreign investment in Vietnam

Forms of foreign investment in Vietnam

Regulations on Foreign Investors’ Capital Contribution Ratios

Depending on the business sector in which foreign investors operate in Vietnam, the law may regulate the allowed ownership ratio of foreign capital.

Sectors where foreign investors may hold 100% of the capital include:

• Construction
• Commerce/Trading
• Management consulting

Sectors where foreign investors are only allowed to contribute a certain percentage of capital or form a joint venture include:

• Advertising
• Tourism
• Logistics
• Transportation

Conditions to establish a 100% FDI company in Vietnam

Capital requirements

Although the law does not specifically regulate the capital amount for foreign investors in sectors without capital requirements, in practice, the investment registration authorities in some provinces or cities take the investor’s capital into consideration when evaluating applications for an Investment Registration Certificate (IRC). For example, in Hanoi, the typical investment capital required for consideration of an IRC is approximately USD 100,000 – 150,000 or higher for projects with a duration of three years. Accordingly, foreign-invested companies seeking longer project durations are recommended to register the highest possible charter capital and total investment capital.

Project location requirements

For companies engaged in manufacturing or processing, the project location must be registered in industrial parks, export processing zones, or high-tech parks. These locations are specifically planned and designated for manufacturing activities under Vietnamese law.

Head office requirements

For companies engaged in commerce/service sectors, the project location and the company’s head office may be located at the same address. The head office cannot be located in residential apartments/collective housing. For mixed-use apartment buildings, the head office may be established in the commercial portion of the building.

Note: The company must display a sign at the head office showing full contact information.

Legal representative requirements

The legal representative of the company must be an individual with full civil act capacity. A company may have multiple legal representatives; however, it must ensure that at least one legal representative resides in Vietnam at all times. If only one legal representative residing in Vietnam remains, that person must provide a written authorisation to another resident individual in Vietnam to exercise the rights and obligations of the legal representative when leaving the country.

Foreign investor nationality requirements

For certain specific nationalities, foreign investment may be restricted in terms of ownership percentage, capital contribution, or investment type. For detailed advice, foreign investors should consult legal experts, such as Viet An Law.

Human resources requirements

For sectors with personnel requirements, the company must comply with the necessary certificates/qualifications of the main personnel before conducting business. Examples include architecture, an insurance agency, an education consultancy, etc.

Enterprise-type requirements

Generally, Vietnamese law does not restrict the type of enterprise that foreign investors can establish. However, for specific business sectors or certain investors, the law may limit the types of enterprises that can be formed. For example, a foreign accounting service enterprise establishing a business organisation in Vietnam may be subject to such limitations.

Procedure to establish a 100% FDI company in Vietnam

Step 1: Request for Approval of Investment Policy

When a foreign investor intends to carry out a project in Vietnam, they must apply for the Investment Registration Certificate (IRC). However, in certain cases, prior approval of the investment policy is required before applying the IRC.

Documents required for investment policy approval include:

• Official request for project implementation
• Documents proving the legal status of the investor:
  • For individual investors: A copy of the ID card, citizen identification card, or passport.
  • For organisational investors: A copy of the certificate of incorporation or other equivalent documents verifying legal status.
• Investment project proposal, including the following contents:
  • Identification of the investor or method of selecting the investor;
  • Investment objectives;
  • Investment scale and capital, including capital mobilisation plan;
  • Project location, duration, and implementation schedule;
  • Information on current land use at the project site and proposed land use (if any);
  • Labour requirements;
  • Proposed investment incentives;
  • Project impacts and socio-economic efficiency;
  • Preliminary environmental impact assessment (if any), under applicable environmental protection laws.
• Documents proving the investor’s financial capacity must include at least one of the following:
  • The investor’s financial statements for the last 2 years.
  • A financial support commitment from the parent company;
  • A financial support commitment from a financial institution.
  • A guarantee of the investor’s financial capacity;
  • Other documents demonstrating the investor’s financial capacity.
• In cases where construction law requires a pre-feasibility study, the investor may submit the pre-feasibility study report instead of the investment project proposal.
• If the investment project does not request the State to allocate, lease, or approve the change of land use purpose, the investor must submit a copy of land use rights documents or other documents proving the right to use the site for the investment project.
• Explanatory documents on technology used in the investment project are required for projects subject to technology appraisal or consultation, under laws on technology transfer.
• Build-Operate-Transfer (BOT)/Build-Transfer-Operate (BTO) or Business Cooperation Contract (BCC)documents, for projects implemented under a BCC form of investment.
• Other documents related to the investment project or requirements regarding the investor’s conditions and capacity as prescribed by law (if any).

Authority of the Provincial People’s Committee to approve Investment Policies

Under Article 32 of the 2020 Investment Law (amended and supplemented by Law No. 90/2025/QH15), the authority of the Provincial People’s Committee to approve investment policies includes:

• Investment projects that simultaneously fall under the approval authority of two or more Provincial People’s Committees shall be carried out according to the regulations of the government.
• Investment projects requesting the State to allocate land, lease land without auction, bidding, or transfer, or requesting permission to change land use purposes, except for land allocation, land lease, or land use change of households and individuals, which are not subject to the written approval of the Provincial People’s Committee under the land law;
• Investment projects for the construction of residential housing (for sale, lease, or lease-purchase) and urban areas, regardless of land area or population size;
• Investment projects is suitable for cultural heritage laws, regardless of land area or population, within protection zone II of sites recognized by competent authorities as national monuments or special national monuments, except for special national monuments listed as World Heritage; investment projects, regardless of land area or population, in restricted development zones or historical inner cities (as defined in urban planning schemes) of special-class cities;
• Investment projects to construct and operate infrastructure for industrial parks, export processing zones, or concentrated digital technology zones;
• Investment projects by foreign investors or foreign-invested economic organisations on islands, border communes/wards/towns, coastal communes/wards/towns, or other areas affecting national defence and security;
• New investment projects for constructing ports or port areas under special-class seaports or first-class seaports;
• Investment projects requiring resettlement of 10,000 people or more in mountainous areas, or 20,000 people or more in other regions;
• New investment projects for airports or airfields; runways of airports; passenger terminals of international airports; cargo terminals of airports with a capacity of 1 million tons/year or more;
• New investment projects in passenger air transport;
• New investment projects in oil processing.

Cases where the investment policy decision is made by the Prime Minister

Under Article 31 of the 2020 Investment Law (amended and supplemented by Law No. 90/2025/QH15), the approval authority of the Government includes:

• Investment projects in betting or casinos, except for prize-based electronic games for foreigners;
• Investment projects for residential construction (for sale, rent, or lease-purchase) or urban areas with a land area of 300 ha or more or a population of 50,000 people or more;
• Nuclear power plants;
• Investment projects that comply with the law on cultural heritage, regardless of land area or population, are located within:
  • Protection zone I of sites recognised as national or special national heritage sites,
  • Protection zone II of sites recognised as special national heritage sites included in the World Heritage List;
• Investment projects for the construction and business of infrastructure in industrial parks or export processing zones;
• Investment projects by foreign investors in telecommunications with network infrastructure, forestry, publishing, or journalism;
• Investment projects requiring approval from two or more provincial People’s Committees simultaneously;
• Other investment projects falling under the Prime Minister’s authority for investment policy approval or investment decisions as prescribed by law.

Cases Requiring the National Assembly’s Decision on Investment Policy

According to Article 30 of the Law on Investment 2020 (as amended and supplemented by Law No. 90/2025/QH15), the National Assembly has the authority to approve the following:

• Investment projects requiring the conversion of land use purpose for rice cultivation of two or more cropswith a scale of 500 hectares or more;
• Investment projects requiring resettlement of 20,000 people or more in mountainous areas, or 50,000 people or more in other regions;
• Investment projects requiring the application of special mechanisms or policies are to be decided by the National Assembly.

Step 02: Applying for an Investment Registration Certificate for a 100% Foreign-Owned Company

Application dossier for an Investment Registration Certificate for a 100% foreign-owned company:

• Written request for implementation of the investment project;
• Documents proving the legal status of the investor;
  • For individual investors: A copy of the identity card, citizen identification card, or passport;
  • For organisational investors: A copy of the Certificate of Incorporation or other equivalent documents confirming legal status.
• Investment project proposal including the following details: investor or form of investor selection, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, implementation schedule, information on the current status of land use at the project location and proposed land use demand (if any), labor demand, proposed investment incentives, impacts and socio-economic efficiency of the project, and a preliminary assessment of environmental impact (if any) under the Law on Environmental Protection;
• Documents proving the investor’s financial capacity, including at least one of the following: the investor’s most recent two years of financial statements; a commitment of financial support from the parent company; a commitment of financial support from a financial institution; a guarantee of the investor’s financial capacity; or other documents proving the investor’s financial capacity;
• If the law on construction requires the preparation of a pre-feasibility study report, the investor may submit this report instead of the investment project proposal.
• In case the investment project does not request the State to allocate land, lease land, or permit conversion of land use purposes, a copy of the document proving the right to use the land or other documents determining the right to use the location for project implementation must be submitted.

Step 03: Establishment of the enterprise and issuance of the Enterprise Registration Certificate (ERC) for a 100% FDI company

After receiving the Investment Registration Certificate, the foreign investor must prepare the application dossier for the enterprise establishment.

The application dossier to establish a 100% FDI company in Vietnam includes:

• Application for enterprise registration;
• Company charter (Articles of Association/Articles of Incorporation);
• List of members or founding shareholders;
• Copies of identification documents of individual members/shareholders: Citizen Identification Card, Identity Card, Passport, or other valid personal identification;
• For organisational members/shareholders:
  • Decision on establishment, Enterprise Registration Certificate, or other equivalent document, together with a letter of authorisation;
  • Citizen Identification Card, Identity Card, Passport, or other valid identification of the authorised representative of the organisational member;
• For organisational members/shareholders who are foreign entities: A copy of the Enterprise Registration Certificate or equivalent document must be legalised by the consulate.
• An Investment Registration Certificate issued to the foreign investor under the Law on Investment.

Authority for submission of the Enterprise Registration application for a 100% foreign-owned company

The application dossier shall be submitted to the Business Registration Office – Provincial Department of Planning and Investment.

Timeframe for Issuance of Enterprise Registration Certificate for a 100% Foreign-Owned Company

Within 03 working days from the date of receipt of a complete and valid dossier.

Post-establishment requirements for a 100% foreign-owned company

Public Announcement of Enterprise Establishment

After being granted the Enterprise Registration Certificate, the company must publish its establishment information on the National Enterprise Registration Portal and pay the applicable publication fee as prescribed by law. The enterprise must complete this public announcement within 30 days of the date of disclosure.

Under Article 45 of Decree No. 122/2021/NĐ-CP, failure to publicly announce enterprise registration information on the National Enterprise Registration Portal shall result in an administrative fine ranging from VND 10,000,000 to VND 15,000,000 and mandatory publication of such information.

Company Seal

The enterprise has full discretion to determine the form, quantity, and contents of its seal. The seal must contain at least the enterprise’s name and enterprise code number. The enterprise can also include other elements (language, symbols, images) at its discretion. However, enterprises are strictly prohibited from using images, words, or symbols of the National Flag, National Emblem, Party Emblem of the Socialist Republic of Vietnam; names or symbols of State agencies; or any images, words, or symbols that contravene the historical traditions, culture, or ethical values of Vietnam.

Under Article 43 of the Law on Enterprises 2020 (as amended and supplemented in 2025), enterprises are no longer required to notify the competent state authority of their seal specimen.

Tax code registration

Within 30 days from the issuance of the Enterprise Registration Certificate, the company must register for a tax code with the competent tax authority, either directly or via postal service.

Company Signboard

The company must prepare and display a signboard at its head office, branches, representative offices, and business locations (if any). Failure to do so may result in the tax authority suspending the company’s tax code and an administrative fine ranging from VND 30,000,000 to VND 50,000,000, under Clause 2, Article 52 of Decree No. 122/2021/NĐ-CP.

Bank Account Opening

The company must open a bank account to facilitate payments for goods, services, employee salaries, and office rental. For transactions of VND 5,000,000 or more, payment must be made via the company’s bank account to qualify for input VAT deduction and corporate income tax deduction.

Initial Tax Filing Dossier

This is the first step in establishing the company’s accounting system. At this stage, the company must register with the tax authority for:

• Electronic tax filing and payment;
• Depreciation method for fixed assets;
• Accounting regime and bookkeeping method;
• Registration for the use of invoices.

Notification of Electronic Invoice Issuance

When intending to issue invoices to customers, the company must purchase electronic invoices and complete the invoice issuance notification procedure with the tax authority before use.

The above constitutes guidance from Viet An Law on how to establish a 100% FDI company in Vietnam. If you require further legal assistance on company formation or any other related issues, please do not hesitate to contact Viet An Law for the best support!