Set up a FDI company providing management consulting services

In the context of international economic integration, Vietnam has become an ideal destination for foreign investors who want to exploit the potential of a thriving market. The management consulting services industry, which plays an important role in assisting businesses to optimize their operations and improve business efficiency, is attracting great interest from international investors. The establishment of a foreign-invested company providing management consulting services not only brings development opportunities but also requires strict compliance with Vietnamese laws and regulations. Viet An Law, with 15 years of experience, is proud to provide detailed guidance on the conditions, processes and procedures for setting up a FDI company in this field to carry out legal procedures smoothly and efficiently.

Conditions for setting up a FDI company providing management consultancy services

According to Article 23 of the Law on Investment 2020 (as amended and supplemented in 2025), foreign investors are allowed to invest in the field of management consulting services because this is not a prohibited or restricted industry under Vietnamese law. To do so, investors need to meet the following conditions:

• Business lines: Management consulting services are not on the list of prohibited or conditional industries for foreign investors. However, investors need to carefully check the commitments in the free trade agreements (FTAs) that Vietnam is a party to to ensure that there are no additional restrictions on this industry.
• Percentage of capital contribution: According to regulations, if a foreign investor holds 50% or more of the charter capital or the majority of general partners in the company are foreign individuals, the enterprise will be determined as a foreign-invested enterprise. This leads to additional requirements for investment registration and other legal obligations.
• Financial and legal capacity: Investors need to provide documents proving financial capacity, such as financial statements, financing commitments from the parent company, or confirmation of bank account balances. At the same time, legal documents such as passports (for individuals) or business registration certificates (for organizations) need to be consular legalized at the competent authority.
• Technology requirements (if any): In case the investment project uses specific technology, the investor must provide an explanation of the technology according to Article 29 of Decree 168/2025/ND-CP (effective from July 1, 2025).

Process and procedures for setting up a FDI company providing management consultancy services

This process is governed by Article 23 of the Law on Investment 2020 (amended and supplemented in 2025), Article 21 of the Law on Enterprises 2020 (amended and supplemented in 2025), and Articles 29 and 30 of Decree 168/2025/ND-CP (effective from July 1, 2025).

Step 1: Register for investment

According to Article 23 of the Law on Investment 2020 and Article 29 of Decree 168/2025/ND-CP, foreign investors must carry out investment registration procedures if the project is subject to an Investment Registration Certificate.

Investors need to prepare and submit documents at the Department of Finance in the locality where the company’s head office is expected to be located. The dossier comprises:

• Written request for implementation of the investment project: Provide detailed information about the investor, project objectives, capital size, operation duration, and other relevant information.
• Copies of legal documents of the investor: For individuals, it is a copy of the passport, for organizations, it is a business registration certificate or equivalent document, consular legalized.
• Investment project proposal: Includes objectives, scale, implementation location, investment capital, capital mobilization plan, project implementation schedule, and other information as prescribed.
• Documents proving financial capacity: Financial statements, financing commitments from the parent company, or confirmation of bank account balances.
• Proposal of land use demand (if any): If the project needs to use land, the investor must provide documents related to land use rights or land lease contracts.
• Explanation of technology (if any): In case the project uses a specific technology, it is necessary to provide explanatory documents as prescribed.

Within 30-45 working days from the receipt of a valid dossier, the Department of Finance will consider and issue an Investment Registration Certificate (if the project is subject to issuance). Some projects that are small or not subject to restrictions may be exempt from this procedure according to the provisions of the Law on Investment 2020.

Step 2: Register your business

According to Article 21 of the Law on Enterprises 2020 (amended and supplemented in 2025) and Article 30 of Decree 168/2025/ND-CP, the procedures for enterprise registration are carried out as follows.

After receiving the Investment Registration Certificate (if any), the investor shall submit an enterprise registration dossier at the Business Registration Authority of the Department of Finance in the province/city where the company is headquartered. The dossier comprises:

• Application for business registration: According to the form specified in Circular 68/2025/BTC, provide information about the company name, head office address, business lines, charter capital, and other information.
• Charter of the company: Regulations on the organizational structure, rights and obligations of members/shareholders, and the mode of operation of the company.
• List of members/beneficial owners: Applicable to limited liability companies or joint stock companies.
• Copies of legal documents: Passports or business registration certificates of capital contributors, consularly legalized.
• Investment registration certificate (if any).

Within 3 working days from the receipt of a valid dossier, the Department of Finance will issue an Enterprise Registration Certificate.

Step 3: Register the operation of the branch or representative office (if any)

According to Article 30 of Decree 168/2025/ND-CP, the registration of operation of a branch or representative office is carried out at the Business Registration Authority of the Department of Finance where the branch or representative office is located.

The dossier comprises:

• Decision on establishment of branch/representative office: Signed by the company’s authorized person.
• Minutes of the meeting on the establishment: If there is a members’ council or general meeting of shareholders.
• Legal documents of the head of the branch/representative office: Copy of passport or identity card.
• Notice of establishment of business location (if any).

Within 3-5 working days from the receipt of a valid dossier, the Department of Finance will issue a certificate of operation of the branch/representative office.

Important notes when setting up a FDI company

• Capital contribution ratio: If the foreign investor owns 50% or more of the charter capital, the company will have to comply with regulations specific to foreign-invested enterprises, including investment registration and periodic reporting.
• Legalization of documents: All legal documents from abroad such as passports and business registration certificates need to be consular legalized at Vietnamese diplomatic missions abroad or at competent agencies in Vietnam.
• Business lines: Although management consulting services are not in the list of prohibited or restricted industries, investors need to check specific local regulations or international commitments to ensure there are no additional limitations.
• Tax obligations: Foreign-invested enterprises must comply with regulations on corporate income tax, value-added tax, and other financial obligations under Vietnamese law.
• Professional legal advice: The establishment of a foreign-invested company requires a deep understanding of the law and administrative processes. Cooperating with a reputable legal consultant such as Viet An Law Firm will help investors save time and ensure compliance with regulations.

Setting up a foreign-invested company providing management consulting services is a great opportunity for foreign investors to participate in the potential Vietnamese market. However, this process requires a deep understanding of the law and thorough preparation to ensure compliance with regulations.

With the support of Viet An Law Firm, investors will be accompanied by a team of leading legal experts, helping to solve all difficulties and ensure that the process of setting up a business takes place quickly and effectively. To receive detailed advice and in-depth support, please contact Viet An Law Firm. We are always ready to accompany you on your successful investment journey in Vietnam!