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Establish an FDI Company with Dubai (UAE) Capital in Vietnam

Establishing an FDI company with Dubai (UAE) Capital in Vietnam is attracting significant attention from numerous investors, thanks to Vietnam’s stable investment environment, increasingly open foreign investment policies, and the strong potential for economic cooperation between Vietnam and the United Arab Emirates (UAE). However, to ensure smooth project implementation and minimize legal risks, investors must thoroughly understand the applicable conditions, procedures, and legal regulations before investing. Below, Viet An Law provides detailed guidance on establishing an FDI company with Dubai (UAE) capital in Vietnam.

Potential for investment cooperation between Vietnam and the UAE

In recent years, the cooperative relationship between Vietnam and the UAE has flourished across various sectors, including trade, investment, logistics, energy, infrastructure, and technology. The UAE is currently one of Vietnam’s largest trading partners in the Middle East, while Dubai serves as a key international hub for finance, logistics, and cargo transshipment, connecting markets across Asia, Europe, and Africa.

The push to sign the Comprehensive Economic Partnership Agreement (CEPA) between the two nations is expected to generate fresh momentum for direct investment flows from the UAE into Vietnam. This agreement also paves the way for Dubai-based enterprises to explore expanding their production and business operations by establishing foreign-invested enterprises (FIEs) in Vietnam.

Dubai International Chamber has established a representative office in Ho Chi Minh City. This office acts as a direct bridge, assisting hundreds of Dubai businesses in conducting market research, registering operations, and channeling FDI into Vietnam across sectors such as technology, agricultural trade, renewable energy, and finance.

Furthermore, several UAE corporations and investment funds are currently expanding their operations in Vietnam, including:

  • Abu Dhabi Ports Group (ADPG): Engaged in seaport and economic zone management, including the opening of a representative office and collaboration on seaport infrastructure development (Cai Mep – Thi Vai, Lach Huyen, and Can Gio).
  • NMDC Group: Collaborating on marine infrastructure engineering, offshore projects, and energy storage facilities.
  • Emirates Driving Company (EDC): Partnering to develop transport infrastructure and support services for electric vehicles (such as their partnership with VinFast).

Key sectors of interest for Dubai (UAE) investors in Vietnam

UAE enterprises often prioritize investment in high-growth sectors such as:

  • Logistics and seaport services;
  • Renewable energy;
  • Real estate and infrastructure;
  • Data centers;
  • Trade and distribution;
  • Manufacturing and processing;
  • Information technology;
  • Tourism, hospitality, and resorts.

These are all sectors where Vietnam is actively encouraging foreign investment and where there are significant long-term development opportunities.

Benefits to set up an FDI company with Dubai (UAE) capital in Vietnam

Establishing an FDI company in Vietnam offers numerous benefits to Dubai-based investors, such as:

  • Access to a market of nearly 100 million people with rising purchasing power;
  • Utilization of the network of Free Trade Agreements (FTAs) signed by Vietnam;
  • Competitive labor and production costs;
  • A stable political environment;
  • An increasingly transparent legal framework for investment that creates favorable conditions for foreign enterprises.

These advantages make Vietnam an attractive destination for UAE businesses seeking to expand their operations in Southeast Asia.

Can Dubai (UAE) Investors set up an FDI company in Vietnam?

Pursuant to Article 18 of the 2025 Law on Investment, individuals holding UAE citizenship and enterprises legally established in the UAE foreign direct investment Vietnam through various forms, such as:

  • Establishing a wholly foreign-owned enterprise;
  • Establishing a joint venture with a Vietnamese enterprise;
  • Contributing capital, or purchasing shares or capital contributions in a Vietnamese enterprise;
  • Implementing investment projects in accordance with the law.

However, prior to establishing an enterprise, investors need to determine whether their intended business activities fall under:

Can Dubai (UAE) Investors set up an FDI company in Vietnam?

  • Sectors prohibited from investment and business;
  • Sectors with restricted market access for foreign investors;
  • Conditional business lines.

In sectors such as education, real estate, logistics, distribution, finance, telecommunications, or healthcare, investors may be required to meet conditions regarding equity ownership ratios, scope of operations, or specialized licenses.

Comparison of investment forms for UAE foreign direct investment in Vietnam

Criteria 100% UAE-owned company Joint venture company Capital contribution / Share purchase
Ownership UAE investor(s) hold 100% of the charter capital UAE investor(s) and Vietnamese partner(s) jointly contribute capital UAE investor(s) contribute capital to an existing Vietnamese enterprise
Management Rights Full legal operational control Depends on the capital contribution ratio and company charter Depends on the equity ownership percentage
Procedures Apply for IRC and ERC Apply for IRC and ERC Perform capital contribution procedures or register M&A approvals (if subject to registration)
Suitability Investors seeking full management autonomy Sectors requiring a local partner or seeking to leverage local expertise Investors seeking rapid market entry by leveraging existing operating businesses

Basic steps to set up an FDI Company with Dubai (UAE) capital in Vietnam

Pursuant to the Law on Investment 2025 and Decree No. 96/2026/ND-CP, as well as the Law on Enterprise 2020 (amended and supplemented in 2025) and Decree No. 168/2025/ND-CP on enterprise registration (amended and supplemented by Decree No. 296/2026/ND-CP), the basic steps to establish FDI company UAE in Vietnam are as follows:

Basic steps to set up an FDI Company with Dubai (UAE) capital in Vietnam

  • Prepare necessary conditions and legal documentation;
  • Obtain approval for investment policy (if applicable);
  • Obtain the Investment Registration Certificate (IRC);
  • Register the enterprise (obtain the ERC);
  • Carry out post-incorporation procedures: making the company seal, publicly announcing business registration details, opening a direct investment capital account, obtaining sub-licenses, etc.

For details regarding the procedures for establishing an FDI company, please refer to the following article: https://vietanlaw.com/establishment-of-company-with-100-fdi-in-vietnam/

Key legal considerations to establish a company with Dubai (UAE) FDI capital in Vietnam

Contribute investment capital on time and in the prescribed manner

Upon being granted the Enterprise Registration Certificate, the investor must fully contribute the charter capital within the timeframe committed to in accordance with the law and the company’s charter. Capital contributions must be made via a direct investment capital account opened at a bank licensed to conduct foreign exchange operations in Vietnam.

In addition to fully contributing the registered capital, the investor must ensure that the funds are transferred for the intended purpose and in the proper sequence, and must retain complete documentation to facilitate future inspections, audits, or procedures for adjusting the investment project.

Compliance with foreign exchange management regulations

All transactions involving foreign investment capital—such as capital contributions, increases or decreases in charter capital, profit repatriation, and the transfer of capital contributions—must be conducted in accordance with regulations on foreign exchange management.

Conducting transactions in violation of regulations or without using a direct investment capital account may give rise to tax and foreign exchange risks and affect the investor’s right to repatriate profits.

Applying for a business license for a conditional business line

Not all business lines can commence operations immediately upon the issuance of the Enterprise Registration Certificate.

For conditional business lines – such as education, logistics, and real estate—enterprises must obtain specialized licenses or fully meet specific business conditions before officially providing services or launching operations.

Therefore, investors should review business conditions during the project preparation stage to formulate an appropriate investment plan.

Fully discharge tax obligations and post-incorporation procedures

Following its establishment, an FDI company with capital from Dubai (UAE) must promptly complete the necessary legal procedures to commence operations, including:

  • Publicly announcing business registration details in accordance with regulations;
  • Registering for tax purposes and fulfilling tax declaration obligations;
  • Registering for the use of electronic invoices;
  • Opening a business bank account;
  • Implementing the accounting system;
  • Registering for social insurance for employees (if applicable);
  • Obtaining necessary specialized licenses.

Fulfilling these obligations not only ensures regulatory compliance but also facilitates future investment expansion and cooperation with both domestic and international partners.

Frequently asked questions

How long does it take to set up company with Dubai capital in Vietnam?

This is the question of greatest interest to investors preparing to launch a project. In practice, the time required to establish a business depends on the business sector, the investment location, and whether the application dossier is complete and valid.

Typically:

  • Issuance of the IRC: approximately 10 working days from the date a complete and valid dossier is received.
  • Issuance of the ERC: approximately 03 working days from the date the dossier is deemed valid.

If the business operates in a conditional sector, additional time is required to obtain specialized licenses before commencing operations.

If the dossier is fully prepared from the outset, the entire process of establishing an FDI enterprise usually takes about 02–04 weeks.

Are Dubai (UAE) investors required to travel to Vietnam to establish a company?

UAE investors may authorize a law firm or a legal representative in Vietnam to carry out the majority of investment and business registration procedures in accordance with the law.

In many cases, investors need only sign the documents in the UAE and complete consular legalization procedures (where required); the documents can subsequently be submitted through their authorized representative in Vietnam.

Can Dubai (UAE) investors open FDI company dubai capital with 100% foreign ownership in Vietnam?

For the majority of standard investment sectors, UAE investors are permitted to establish wholly foreign-owned enterprises in Vietnam.

However, for certain sectors subject to market access restrictions or conditional business requirements applicable to foreign investors, enterprises must comply with regulations regarding capital ownership ratios, investment forms, operational scope, and sector-specific conditions.

Are UAE investors required to prove financial capacity to start business UAE investors Vietnam?

Yes. When applying for an Investment Registration Certificate (IRC), investors must demonstrate their financial capacity to implement the investment project. Depending on the specific case, competent authorities may require documents such as:

  • Audited financial statements;
  • Bank account balance confirmations;
  • Commitments of financial support from a parent company or credit institution;
  • Other legal documents proving financial capacity.

Preparing comprehensive documentation to demonstrate financial capacity will facilitate the review process and minimize requests for additional information from the investment registration authority.

If you wish to set up an FDI company with Dubai (UAE) capital in Vietnam, please contact Viet An Law for detailed investment legal consulting and fast, efficient support.

Attorney in charge: Lawyer Trung Thi Lieu

Article reviewed by: Trainee Lawyer Do Quynh Trang

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