How to set up a Chinese-invested company in Vietnam

In recent years, as businesses seek to diversify production, expand supply chains, and access the Southeast Asian market. Learning how to set up a Chinese-invested company in Vietnam has become a priority. Vietnam stands out as on of the strategic destinations owing to its favorable geographic location, competitive operating costs, and rapidly developing industrial park infrastructure.

Particularly in sectors like manufacturing, electronics, logistics, and trading, Vietnam attracts a massive volume of projects seeking foreign-invested company establishment, utilising both 100% Chinese-owned models and joint ventures with domestic partners. Beyond simply navigating legal procedures, investors must focus on FDI establishment conditions, capital structuring, permitted business lines, and long-term operational strategies.

Furthermore, practical matters such as managing company registration in Vietnam, securing visas for Chinese investors, selecting investment locations, and ensuring strict regulatory compliance are vital for executing projects swiftly and effectively.

Quick summary of establishing a Chinese-invested company:

• Form: 100% foreign-owned or joint venture
• Procedure: Investment Registration Certificate (IRC) → Enterprise Registration Certificate (ERC)
• Timeline: 20 – 30 days
• Business lines: Must comply with market access conditions

Trends of Chinese enterprise investment in Vietnam

Recently, many Chinese enterprises have chosen Vietnam to build factories or establish companies to leverage supply chain advantages and access major export markets like the United States, the EU, and ASEAN.

In 2025, China ranked second in foreign investment in Vietnam with nearly $5.7 billion, accounting for 14.8% of total investment capital, a 20.4% increase over the same period. Regarding the number of projects, China is the leading partner in new investment projects (31.45%) and capital adjustment instances (19.2%).

The areas attracting numerous investment projects from Chinese enterprises include:

Northern industrial hub industrial parks

Northern provinces are becoming attractive destinations for Chinese investors due to their proximity to China and increasingly perfected infrastructure systems.

Notable localities include:

• Bac Ninh: A hub for electronics manufacturing and components;
• Bac Giang: Rapidly developing supporting industries and components;
• Hai Phong: Boasting major seaport advantages and large-scale industrial parks.
• Hanoi
• Hung Yen
• Ninh Binh

These regions are suitable for manufacturing, supporting industries, and logistics projects.

Southern industrial hubs

Beyond the Northern region, many Chinese enterprises also choose to locate their factories in:

• Binh Duong;
• Dong Nai.

These are localities with highly developed industrial park networks, complete infrastructure, and an abundant labor force, making them highly favorable for large-scale manufacturing operations.

Forms of establishing Chinese-invested companies in Vietnam

Chinese investors can choose one of the following two common investment forms:

Establishing a new company

When pursuing foreign-invested company establishment, Chinese investors may establish:

• A 100% Chinese-invested company;
• A joint venture company with Vietnamese investors.

This is the preferred and most common form for manufacturing, commercial, or service enterprises.

Contributing capital or purchasing shares in a Vietnamese enterprise

Alternatively, Chinese investors can:

• Purchase shares in a joint-stock company in Vietnam;
• Acquire capital contributions in a limited liability company;
• Contribute capital to an actively operating Vietnamese enterprise.

Comparison of investment forms for Chinese investors:

Special notes for Chinese investors in Vietnam

In practice, when you seek to open FDI company in Vietnam, application dossiers submitted by Chinese investors are often subjected to stricter scrutiny regarding:

• Capital sources and cash flow
• Business lines involving sensitive elements
• Investment location

Preparing documents thoroughly from the outset significantly reduces application processing times.

Conditions for establishing a Chinese-invested FDI company in Vietnam

When deciding to establish Chinese owned companies in Vietnam, investors must adhere to several critical legal requirements:

WTO commitments and treaties

• Chinese investors investing in Vietnam must comply with Vietnam’s service market opening commitments under the WTO. Accordingly, certain service sectors are fully open to foreign investors, while others only permit investment up to a specific capital ratio or mandate a joint venture with a Vietnamese partner.
• The investment activities of Chinese enterprises are also governed by international treaties to which Vietnam is a party, the ASEAN-China Free Trade Area (ACFTA) and the Regional Comprehensive Economic Partnership (RCEP). These agreements promote trade liberalisation, creating favorable conditions for Chinese enterprises to manage company registration in Vietnam.

Conditions under the Investment Law 2025

Investors must note the business investment conditions in Vietnam under the Investment Law 2025, specifically:

• Banned business investment lines (Article 6), such as: narcotics, prostitution, debt collection services, etc.
• Conditional business lines (Appendix IV) stipulating 199 conditional business sectors.
• Market access conditions and business lines for foreign investors (Article 8): including sectors with no market access and sectors with conditional market access.

Conditions under the Enterprise Law 2020, amended in 2025

To establish an enterprise, investors must satisfy the conditions outlined in the Enterprise Law 2020, as amended in 2025, including:

• Company name;
• Establishing subjects;
• Head office address;
• Business line codes; etc.

Procedures for establishing a Chinese-invested company in Vietnam

Establishing a new company

The standard process for establishing a company includes the following steps:

• Step 1: Apply for the IRC: Investors submit the dossier to the Department of Planning and Investment or the Management Board of the industrial park where the project is located.
• Step 2: Enterprise registration: After the IRC is granted, the investor conducts enterprise registration to receive the Enterprise Registration Certificate (ERC).
• Step 3: Conduct post-establishment procedures such as: Engraving the corporate seal, opening a direct investment capital account, contributing capital on schedule, applying for conditional business licenses (such as a Retail Business License if engaging in applicable trading activities), etc.

Contributing capital, purchasing shares, or purchasing capital contributions in a Vietnamese company

Besides establishing a new entity, Chinese investors can invest by purchasing shares or capital contributions in an existing Vietnamese enterprise.

The procedure includes:

• Step 1: Register to purchase shares or capital contributions: Investors submit their application to the Department of Planning and Investment to register the capital contribution or share purchase.
• Step 2: Update shareholder information: Upon approval, the enterprise executes the procedure to change shareholder or member information at the business registration authority.

Notes on procedures for establishing a Chinese-invested company in Vietnam

Application of new regulations under the Investment Law 2025

Decree 96/2026/ND-CP guiding the promulgation of the Law on Investment and effective on March 31, 2026 replaces all provisions in Decree 31/2021/ND-CP, amended by Decree 239/2025/ND-CP. Therefore, investors need to pay attention to applying the new regulations from the above time.

Application processing time

The processing timeline for investment dossiers typically includes:

• Investment Registration Certificate (IRC): 10 working days;
• Registration for capital contribution, share purchase, or capital contribution purchase: 10 working days;
• Enterprise Registration Certificate (ERC) / updating shareholder information: 3 working days.

The total time required to set up a Chinese-invested company in Vietnam usually takes around 20 to 30 working days, depending on the business lines and investment location. While evaluating the company registration cost in Vietnam, investors should factor in these statutory timelines and planning periods.

Notes on using e-passports in Vietnam

Currently, information regarding Chinese e-passports cannot be fully utilised in Vietnam for several reasons. The Chinese e-passport is not fully accepted primarily due to the “nine-dash line” map printed inside it. This map depicts territorial claims that Vietnam does not recognize. Specifically, limitations when using an e-passport in Vietnam include:

• No direct visa stamping: Instead of stamping a visa directly into the e-passport, the passport holder will be issued a loose-leaf visa.
• No certified true copies: E-passports will not be notarised or certified as true copies for use in other administrative procedures.
• Potential procedural difficulties: In certain cases, using an e-passport may cause difficulties or trigger supplementary procedural requirements compared to other passport types.

Causes of these limitations:

• Sovereignty issues: The nine-dash line map in the e-passport violates Vietnam’s territorial sovereignty.
• Diplomatic relations: This issue is tied to the diplomatic relationship between Vietnam and China.
• Legal regulations: Vietnam maintains specific legal regulations regarding the use of passports and other personal identification documents.

Experience in establishing a Chinese-invested company in Vietnam

Some vital experiences that investors should consider when establishing a Chinese-invested company include:

• Selecting an investment location within an appropriate industrial park;
• Verifying market access conditions for the intended business lines;
• Preparing the investor’s legal dossiers comprehensively and ensuring proper consular legalization;
• Selecting a reputable legal consultancy firm to support the procedures.

Thorough preparation of dossiers and investment plans will help shorten processing times and mitigate legal risks.

Contact FDI company establishment services in Vietnam

If you are planning how to set up a Chinese-invested company in Vietnam, proper dossier preparation from the outset will expedite processing times and limit legal exposure.

With nearly 20 years of experience in the foreign investment sector, Viet An Law assists investors from evaluating market conditions and preparing IRC & ERC applications to executing procedures and managing post-establishment operations.

By utilising our FDI company establishment services, you will receive:

• Consultation on appropriate investment structuring (100% foreign capital or joint venture)
• Verification of business line conditions under WTO & FTAs
• Drafting of dossiers and representation in dealings with state agencies
• Comprehensive support from licensing to operation

Services to establish a Chinese-invested FDI company within 20–30 days

Clients simply need to provide:

• Proposed business lines
• Investment capital
• Expected location

Viet An Law will:

• Assess licensing feasibility
• Advise on optimal investment structures
• Handle all IRC to ERC procedures

Contact us today for a free consultation and to receive a fast, legally compliant, and effective roadmap to successfully establish your foreign-invested company: 09 61 67 55 66 (Zalo / WhatsApp / WeChat).