Open FDI Company in Vietnam: Complete Package Services

Are you planning to set up an FDI company in Vietnam in 2026? Vietnam remains an attractive destination for foreign investment, but choosing the right structure and understanding the legal requirements are essential from the outset. In this guide, Viet An Law outlines the main types of FDI companies in Vietnam, relevant market access restrictions, suitable investment models, practical case examples, and common legal mistakes that foreign investors should avoid.

Quick Summary: Opening an FDI Company in Vietnam in 2026

• Timeline: 25–35 working days.
• Total Costs: 1,500 – 8,000 USD.
• Main legal routes: direct establishment of a new foreign-invested company or investment through capital contribution/share acquisition.
• Important note: the right structure depends on the proposed business sectors and applicable foreign ownership limits.

Two Legal Routes to Enter the Vietnamese Market

Foreign investors generally have two primary legal routes to enter the Vietnamese market:

• Establishing a new enterprise with foreign investment capital (Direct Investment);
• Contributing capital or purchasing shares/stakes in an existing Vietnamese enterprise (Indirect Investment).

The choice between these forms directly impacts your timeline, initial costs, and the level of corporate control you will exercise over the entity.

Foreign Direct Investment (Establishing a New FDI Company in Vietnam)

Important Notes Regarding Investment Capital Accounts

• The investment capital account must be opened in foreign currency or VND, depending on the specific project details;
• All capital contributions and the remittance of profits must be conducted through this account to ensure compliance with foreign exchange management regulations;
• Failure to contribute capital within the statutory deadline or through the correct form may result in administrative penalties.

Common Investor Errors:

• Contributing capital to the wrong account (not through a Direct Investment Capital Account or DICA);
• Missing the 90-day capital contribution deadline;
• Transferring funds without the correct investment descriptions.

These errors often necessitate formal file adjustments or lead to significant fines.

Time to Completion

The actual time required to complete the process of setting up an FDI company in Vietnam typically ranges from 25 to 35 working days, depending on the registered business lines and the completeness and quality of the investor’s documents.

Indirect Investment (Capital Contribution and Share Purchase in Vietnamese Companies)

Beyond setting up a new entity, many investors choose to join an existing Vietnamese business. This is often a faster market entry strategy, allowing investors to bypass the initial setup phase and leverage an established business ecosystem.

Advantages of Foreign Investors Contributing Capital or Purchasing Shares

Engaging in capital contribution or share purchase offers significant benefits, particularly during the initial market entry phase:

• Significantly reduces implementation time by bypassing the full setup process required for a new foreign-owned company in Vietnam;
• Simplifies legal procedures; in several cases, an Investment Registration Certificate (IRC) is not required;
• Provides immediate access to existing operational systems, including business licenses, personnel, and customer networks.

This is an ideal solution for investors prioritizing speed and the optimization of initial overhead costs.

Legal Risks When Foreign Investors Acquire Shares or Contribute Capital to an Existing Vietnamese Company

In practice, many foreign investors choose share acquisition or capital contribution because it is often faster than establishing a new foreign-invested enterprise. In many cases, this approach helps save time and simplify certain licensing procedures. However, it may also expose the investor to a range of legal, tax, operational, and commercial risks if the target company has not been thoroughly reviewed before the transaction.

Hidden legal liabilities

The target company may already have legal violations, outstanding financial obligations, or unresolved compliance issues that are not immediately visible at the time of the transaction. If these matters are not identified early, the investor may inherit significant legal and financial exposure after completing the acquisition.

Tax risks

Foreign investors should carefully examine whether the target company has unpaid taxes, incorrect tax filings, late payment penalties, or potential tax exposure arising from previous inspections, audits, or reassessments by the tax authorities. Tax risks are among the most common issues discovered during legal and financial due diligence in Vietnam.

Labor and employment liabilities

Existing employment contracts, unpaid social insurance contributions, labor disputes, and severance obligations may create substantial liabilities after the investment is completed. These matters should be reviewed carefully, especially where the company has a large workforce or a history of employee turnover.

Licensing and regulatory compliance history

Investors should review the company’s licenses, permits, business conditions, and operational history to determine whether it has operated within the proper legal scope and whether any breaches of sector-specific regulations have occurred. A company with an incomplete or problematic licensing history may face restrictions or penalties that affect future operations.

Shareholder or member disputes

Disputes among existing shareholders or capital-contributing members may directly affect management rights, decision-making power, and the investor’s ability to exercise effective control after the transaction. This risk is particularly important in closely held companies or businesses with unclear internal governance arrangements.

Land, premises, and lease-related issues

The legal status of land use rights, office leases, factory leases, and project site arrangements should also be reviewed carefully. Weaknesses or inconsistencies in these documents may affect the legality, stability, and continuity of the company’s business operations.

How to mitigate these risks

To reduce legal and financial exposure, foreign investors should conduct comprehensive legal due diligence before acquiring shares or contributing capital to an existing Vietnamese company. The transaction documents should also include clear representations, warranties, indemnities, and post-closing protection mechanisms.

In practice, investors should consider the following measures:

• Require the target company or the seller to remedy major legal issues before closing;
• Include clear indemnity obligations in the share transfer or capital contribution agreement;
• Retain part of the purchase price for a certain period to secure post-closing liabilities;
• Verify the company’s records with the relevant authorities, including enterprise registration, tax, labor, social insurance, land, intellectual property, and licensing authorities; and
• Engage independent lawyers, accountants, and auditors to conduct parallel legal and financial reviews.

Conclusion

Although share acquisition or capital contribution can be an efficient way for foreign investors to enter the Vietnamese market, this route should only be pursued after careful legal and financial due diligence. A well-structured transaction, supported by strong contractual protections and proper professional review, will significantly reduce post-investment risks and help ensure a safer and more effective market entry strategy.

Comparison Between Direct and Indirect Investment Models

Which Route Is Better for Foreign Investors?

The decision between FDI company formation in Vietnam for foreign investors and purchasing shares depends on your business goals, urgency, and desired level of control. When a foreign investor enters the market, the business lines must align with:

• WTO Commitments;
• Vietnam Investment Laws and domestic regulations;
• Specific conditional requirements or foreign ownership caps.

Cases for Choosing Capital Contribution and Share Purchase (Indirect Investment)

This model is most suitable when:

• You require rapid market entry (15–25 days);
• You wish to utilize an entity that already possesses specialized sub-licenses or established systems;
• You prefer to skip the Investment Registration Certificate (IRC) process where applicable;
• You intend to test the market before a full-scale expansion.

Cases for Establishing a new FDI Company (Direct Investment)

This model is recommended when:

• You require 100% control over all business operations;
• You are implementing a long-term, large-scale project;
• Building a proprietary brand in Vietnam is a priority;
• You do not wish to be encumbered by the history or liabilities of an existing business.

Important Considerations Before Choosing

Investors must carefully evaluate the following factors to ensure a successful set up a company in Vietnam for foreigners:

• Whether the business lines are restricted under WTO Commitments;
• The permitted foreign ownership ratio;
• Licensing conditions for “conditional” business sectors;
• Legal risks associated with acquiring an active business.

Choosing the wrong investment form can result in prolonged implementation, unexpected adjustment costs, or the complete rejection of the application.

Common Mistakes When Setting Up an FDI Company in Vietnam

• Selecting incorrect or incompatible business lines;
• Failing to verify foreign ownership limits before applying;
• Submitting financial capacity documents that do not meet regulatory standards;
• Contributing capital to the wrong account or missing the deadline;
• Misunderstanding the requirements for specialized sub-licenses.

Market Access Restrictions and Foreign Ownership Limits by Business Sector in Vietnam

When establishing a foreign-invested company in Vietnam, foreign investors should not focus only on investment registration and enterprise registration procedures. A more important issue is whether the intended business line is open to foreign investors and, if so, under what conditions market access will be granted. In practice, market access restrictions and foreign ownership limits depend on the specific business sector, Vietnam’s WTO commitments, bilateral treaties between Vietnam and the investor’s home country, the laws on investment and enterprises, and sector-specific regulations applicable to the intended investment field.

Sectors Generally Open to 100% Foreign Ownership

Many business sectors in Vietnam are relatively open to foreign investors and may allow 100% foreign ownership, provided that the normal investment procedures are satisfied. These commonly include: trading, consulting, software and technology, construction, machinery maintenance, accounting and auditing, architectural services, and certain hospitality businesses.

Sectors Requiring a Joint Venture

Some sectors are subject to foreign ownership limits or market access conditions that make a joint venture with a Vietnamese partner a more appropriate, or even legally required, option. Examples include: international inbound travel services, transport services, agriculture-related services, advertising and market research, and logistics.

Sectors Requiring Additional Licenses After Establishment

Even where foreign investors are allowed to establish a company, some sectors still require additional sub-licenses, eligibility permits, or operational approvals before the business can officially commence. Typical examples include: education services, healthcare services, banking services, restaurant and hotel businesses, e-commerce, food business, international inbound travel services, and transport services.

Sectors Where Share Acquisition May Be More Practical Than Establishing a New FDI Company

In some cases, acquiring shares in, or contributing capital to, an existing Vietnamese company may be more practical than establishing a new foreign-invested enterprise. This option is often suitable for sectors where foreign ownership is restricted, where business lines require sub-licenses and strict compliance, or where the business operates in a highly specialized field. However, this approach also requires careful legal and financial due diligence before the transaction is carried out.

Real Cases Supported by Viet An Law for Foreign Investors

With over 19 years of experience in FDI company formation in Vietnam, we have noted that 70% of delays stem from initial document errors, and selecting the wrong form can double the time spent on procedures.

Case 1: Korean Investor in International Travel Services (2026)

In early 2026, Viet An Law supported a Korean legal entity entering the international travel sector in Hanoi.

• Problem: International travel services do not permit 100% foreign ownership. A new FDI setup was therefore not viable for a solo investor.
• Solution: We advised a joint venture/capital contribution into a Vietnamese firm already holding an International Tour Operator License.
• Result: The investor completed the contribution in 20 days (down from a projected 60) and began operations immediately.

Case 2: Singaporean Investor in Consumer Goods Import/Export

• Problem: The investor wanted 100% ownership and a fast setup to sign partner contracts.
• Solution: Since trading is generally open, we facilitated a 100% foreign-owned company in Vietnam.
• Result: Established in 25 working days, allowing the client to sign export contracts to the US market immediately.

Case 3: US Tech Startup Expanding to Ho Chi Minh City

• Problem: Required a company setup plus work permits and residency for a foreign director under a tight expansion deadline.
• Solution: Structured the charter capital at over 3 billion VND (approx. 200,000 USD). This allowed the director to qualify for a Work Permit Exemption due to internal corporate transfer/investment thresholds.
• Result: Full setup and issuance of a Temporary Residence Card (TRC) (Category DT) within 30 days.

Case 4: Japanese Manufacturing Project in Long An

• Problem: Large-scale factory for harvester production requiring land lease negotiations and environmental/fire safety permits.
• Solution: Viet An Law reviewed the land lease with the Industrial Park Management Board and handled the detailed investment project dossier.
• Result: The project was licensed on schedule, with all documents approved upon first submission.

Key Questions Foreign Investors Often Ask

Can foreign investors own 100% of an FDI company in Vietnam?

Yes, depending on the sector. Some fields are restricted under WTO Commitments.

Is share acquisition always faster than setting up a new FDI company?

Not necessarily. It may save time where the target company already has the necessary licenses or operating structure, but legal and financial due diligence remains essential.

Which investment route is more suitable for conditional business sectors?

It depends on the sector, foreign ownership limits, and licensing conditions. Choosing the wrong structure from the outset may lead to delays or additional restructuring later.

Contact Viet An Law today for a free consultation within 24 hours to choose the right investment path for your business.