Company registration in Vietnam for Singapore investors

Singapore and Vietnam have established a deep partnership, especially in trade. Singaporean investors do not miss the opportunity to invest in Vietnam, especially as Vietnam’s economy grows and its laws open up. They focus on real estate, infrastructure, manufacturing… The Double Taxation Avoidance Agreement makes Vietnam an attractive investment destination. This article by Viet An Law will provide legal information on company registration in Vietnam for Singapore investors.

Current status of Singaporean capital in Vietnam recently

According to data from the Foreign Investment Agency, in 2024, Singapore poured 10.2 billion USD into Vietnam, with 462 new projects and hundreds of capital increases and capital contributions to purchase shares. Accumulated from 1988 to present, total Singaporean investment capital in Vietnam reached more than 83 billion USD, with more than 3,900 licensed projects.

Currently, there are about 3,000 Singaporean enterprises operating in Vietnam, spanning many fields such as industry, real estate, energy, healthcare, finance, and technology.

In the first 7 months of 2025, among 74 countries and territories with newly licensed investment projects in Vietnam, Singapore was the largest investor with 2.84 billion USD, accounting for 28.3% of total newly registered capital; followed by China with 2.27 billion USD, accounting for 22.6%.

The whole country currently has 10 Vietnam-Singapore Industrial Parks (VSIP), attracting huge investment capital and creating more than 290,000 job opportunities for the labor market.

Some reasons why Singaporean investors want to invest in establishing a company in Vietnam include:

• Vietnam has had a high and stable economic growth rate for many years and growth prospects in the coming years are also positive.
• Vietnam has a stable political institution and for foreign investment, this is also an important factor they must consider.
• Vietnam has an abundant labor source with good skills and competitive labor costs compared to neighboring countries in the region.
• Vietnam also has a strategic geographical location in this region, close to major Asian economies as well as close to China.
• Singaporean owners are very interested and wish to invest in developing “hot” industries in Vietnam such as industrial park real estate; clean energy transition, using LNG to replace coal-fired power plants;… Singaporean companies are continuing to expand their scale in major cities such as Hanoi and Ho Chi Minh City, along with other areas such as Vinh Phuc and Bac Ninh provinces, and Binh Duong province.

Some major Singaporean-owned companies in Vietnam

CapitalLand Group

CapitalLand Group (Capital Land) is one of Asia’s largest diversified real estate groups headquartered in Singapore. CapitalLand owns a diverse expanded portfolio including complex projects, retail areas, commercial office complexes, accommodation services, residential and housing areas, commercial areas, industrial parks, etc.. As of June 30, 2025, CapitalLand has invested about 21.3 billion Singapore dollars in the Vietnam real estate market.

IN Hospitality

IN Hospitality is a company specializing in managing and operating brands under Nova F&B. Through VinaCapital, an investor from Singapore carried out an M&A deal with the Nova F&B brand. Although the specific value of the deal was not disclosed, owning Nova F&B brands shows that the investor has invested a large amount of money to gain management rights in the restaurant and coffee sector. Nova F&B owns many famous brands such as Jade Palace restaurant, PhinDeli coffee chain, and Saigon Casa Cafe brand, along with many other names.

Shopee Vietnam

It seems everyone is too familiar with this online shopping platform. Launched in 2015, Shopee constantly launches attractive promotional programs for consumers, so it is not difficult to understand why Shopee always leads the e-commerce rankings in Vietnam compared to other competitors and became a popular online shopping application in Vietnam. To achieve that achievement, Singaporean investors constantly “pour” huge amounts of capital into the Vietnamese market; specifically, in 2016, Shopee Vietnam was “poured” a capital of 50 million USD, and since then, capital has been constantly poured into the Vietnamese market. In addition, there is also the Shopee Pay application which is also assessed as potential in the payment market in Vietnam.

Some forms in which Singaporean investors can establish a company in Vietnam

According to the provisions of Article 18 of the Law on Investment 2025, company registration in Vietnam for Singapore investors can be done under forms such as:

Form of contributing capital from the beginning to establish a new enterprise (establishing an economic organization)

With this form, Singaporean investors will contribute capital from the start of establishing the enterprise in Vietnam. Accordingly, the capital contribution ratio of Singaporean investors can be from 1% – 100% of charter capital depending on the field of activity of the enterprise.

• Foreign investors establishing an enterprise must meet market access conditions for foreign investors prescribed in Article 8 of the Law on Investment 2025.
• Before establishing a new enterprise, foreign investors must have an investment project and perform procedures for granting an Investment Registration Certificate, except for the case of establishing a creative start-up small and medium-sized enterprise and a creative start-up investment fund according to the provisions of the law on supporting small and medium-sized enterprises.

Form of purchasing shares or purchasing capital contributions in an enterprise

With this form, Singaporean investors will contribute capital to a Vietnamese enterprise. Depending on each field, investors can contribute capital from 1% – 100% to the Vietnamese enterprise. Singaporean investors perform the purchase of capital contributions or shares, after which the Vietnamese enterprise will become a foreign-invested enterprise.

The contribution of capital, purchase of shares, or purchase of capital contributions of an economic organization by foreign investors must meet the following regulations and conditions:

• Market access conditions for foreign investors prescribed in Article 8 of the Law on Investment 2025.
• Ensuring national defense and security according to the provisions of the Law on Investment 2025.
• Regulations of the law on land regarding conditions for receiving land use rights, conditions for using land in islands, border communes, wards, townships, and coastal communes, wards, townships.

Procedure for company registration in Vietnam for Singapore investors

Step 1: Apply for Investment Registration Certificate (IRC)

Prepare dossier

Based on current applicable law in Article 31 of Decree 31/2021/ND-CP, amended by Clause 8 Article 1 of Decree 239/2025/ND-CP, the dossier for applying for an investment registration certificate includes:

• Written request for implementation of the investment project, including commitment to bear all costs and risks if the project is not approved;
• Documents on the legal status of the investor;
• Documents proving the financial capacity of the investor including at least one of the following documents: financial statements of the last 02 years of the investor; commitment of financial support from the parent company; commitment of financial support from a financial institution; guarantee of financial capacity of the investor; other documents proving financial capacity of the investor;
• Investment project proposal including main contents: investor or form of investor selection, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, implementation schedule, information on current land use status at the project implementation location and proposal for land use demand (if any), labor demand, proposal for investment incentives, impact, socio-economic efficiency of the project, preliminary environmental impact assessment (if any) according to the law on environmental protection;
• Special mechanisms and policies (if any).
• In case the investment project does not request the State to allocate land, lease land, or allow a change of land use purpose, submit a copy of documents on land use rights or other documents determining the right to use the location to implement the investment project;
• Content explaining the technology used in the investment project for projects subject to appraisal and consultation on technology according to the law on technology transfer;
• Other documents related to the investment project, requirements on conditions and capacity of the investor according to the provisions of law (if any).

Submit the application for the Investment Registration Certificate

According to the current applicable law in Clause 1 Article 36 of Decree 31/2021/ND-CP, amended by Point a Clause 12 Article 1 of Decree 239/2025/ND-CP, the investor submits the above dossier to the investment registration authority. Specifically:

• Submit to the Department of Finance (formerly the Department of Planning and Investment) where the investor implements the investment project, places or intends to place the operating office if: The investment project is implemented inside and outside industrial parks, export processing zones, high-tech zones, and economic zones; Investment projects in industrial parks, export processing zones, high-tech zones, economic zones where the Management Board of industrial parks, export processing zones, high-tech zones, economic zones has not been established or is not under the management scope of the Management Board.
• Submit to the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones if: Investment projects on construction and business of infrastructure of industrial parks, export processing zones, concentrated digital technology zones, high-tech zones, and functional areas in economic zones; Investment projects implemented in industrial parks, export processing zones, high-tech zones, economic zones.

Authority to grant Investment Registration Certificate

According to the current applicable law in Clause 3 Article 36 of Decree 31/2021/ND-CP, amended by Point b Clause 12 Article 1 of Decree 239/2025/ND-CP, the investment registration authority grants the Investment Registration Certificate to the investor within 10 days (previously 15 days) from the date of receiving a valid dossier when the project meets the following conditions:

• Not falling into industries prohibited from business investment according to Article 6 of the Law on Investment and international treaties on investment;
• Have a location for implementing the investment project determined based on a valid copy of documents on land use rights or a valid copy of the location lease agreement or other documents identifying the right to use the location to implement the investment project;
• The investment project is consistent with plans according to Clause 7 Article 31 of Decree 31/2021/ND-CP;
• Meeting conditions on investment rate per land area prescribed by the Provincial People’s Committee based on actual local conditions and approved by the Standing Committee of the Provincial People’s Council (if any), number of employees used (if any);
• Meeting market access conditions for foreign investors.

Step 2: Apply for Enterprise Registration Certificate (ERC)

Prepare dossier

After the investment project is granted the Investment Registration Certificate, proceed with procedures to grant the enterprise registration certificate. The dossier is prescribed in Articles 19 to 22 of the Enterprise Law 2020 (amended in 2025) and guided in Chapter III of Decree 168/2025/ND-CP, including:

• Application for enterprise registration of the investor.
• Charter of the company.
• List of members/shareholders depending on the type of enterprise, list of beneficial owners (if any): ID card/Citizen ID/Passport or legal personal identification documents (copy);
• Enterprise Registration Certificate/Establishment Decision/equivalent document of the organization and authorization document;
• Legal personal identification documents of the representative (copy).
• Enterprise Registration Certificate/equivalent document that has been consularly legalized of the member being a foreign organization (copy).
• Investment Registration Certificate granted by the competent authority.
• Power of attorney for Viet An Law Firm.

Note:

• Enterprise registration dossier forms follow Circular 68/2025/TT-BTC, replacing old forms in Circular 01/2021/TT-BKHDT;
• According to new regulations, if the personal identification number has been declared according to Article 11 of Decree 168/2025/ND-CP, it is not necessary to submit copies of legal papers of individuals such as: Citizen Identity Card or Identity Card or valid Vietnamese Passport… according to old regulations.
• Enterprises must declare and notify the provincial business registration authority of information on beneficial owners of the enterprise according to the new regulations of the amended Enterprise Law 2025.

Submit dossier to the business registration authority

According to Article 20 of Decree 168/2025/ND-CP regulating new business registration authorities as follows:

• Management Board of high-tech zones: grants enterprise registration for enterprises with addresses located in high-tech zones;
• Business Registration Office under the Department of Finance: has the authority to grant Enterprise Registration Certificates for enterprises with addresses in the province or city under its management, except for cases under the authority of the Management Board of high-tech zones.

Time limit for processing business registration dossiers

• After receiving the enterprise registration dossier, the provincial Business Registration Authority issues a receipt and appointment to return results to the applicant.
• Within 03 working days from the date of receiving the enterprise registration dossier, the provincial Business Registration Authority considers the validity of the dossier and grants the Enterprise Registration Certificate to the enterprise according to regulations;
• In case the dossier is invalid, the provincial Business Registration Authority notifies in writing the contents needing modification or supplementation to the enterprise.

Step 3: Conduct post-establishment procedures

Conduct publication of enterprise information

Information on enterprise registration must be publicly notified on the National Business Registration Portal within 30 days from the date of being granted the Enterprise Registration Certificate. The content of the announcement includes information recorded on the Enterprise Registration Certificate. Note: Failure to publish or publishing enterprise registration content not within the prescribed time limit on the National Business Registration Portal may be administratively sanctioned under Article 45 of Decree 122/2021/ND-CP.

Apply for Sub-licenses

For conditional business lines such as real estate, tourism, banking, securities, etc., it is necessary to proceed with applying for a conditional Business License before conducting business activities.

Carve the seal

Immediately after being granted the enterprise registration certificate, the company proceeds to carve the legal entity seal. The enterprise can authorize Viet An Law Firm or carve the seal itself. The enterprise can decide on the form, quantity, and content of the seal itself but must show the enterprise name and code.

Open a direct investment capital account from abroad

After performing the above steps, the foreign-invested company must open a direct investment capital account from abroad in foreign currency at a bank permitted to perform legal revenue and expenditure transactions in foreign currency in Vietnam.

Perform other procedures after company establishment

After completing the above steps, investors perform investment capital contribution according to commitment and register digital signatures, request issuance of electronic invoices, declare and pay taxes, etc..

Contribute more capital, buy shares, buy capital contributions in Vietnamese companies (M&A)

According to current regulations, this method does not require foreign investors to apply for an Investment Registration Certificate but only needs to register capital contribution, purchase of shares, or purchase of capital contributions at the Business Registration Authority. After receiving approval, perform the change of enterprise registration information according to enterprise law. This method helps investors save time and costs.

Step 1: Perform internal enterprise procedures, sign transfer contracts, and complete capital transfer.

Step 2: Foreign investors register to contribute capital, buy shares, or capital contributions in economic organizations.

Cases requiring registration procedures

According to Article 21 of the Law on Investment 2025, foreign investors perform procedures to register capital contribution, purchase of shares, or purchase of capital contributions of economic organizations before changing members or shareholders if falling into one of the following cases:

• The contribution of capital, purchase of shares, or purchase of capital contributions increases the ownership ratio of foreign investors in economic organizations trading in industries with conditional market access for foreign investors;
• The contribution of capital, purchase of shares, or purchase of capital contributions leads to foreign investors or specified economic organizations holding more than 50% of the charter capital of the economic organization in cases: increasing the charter capital ownership ratio of foreign investors from under or equal to 50% to over 50% ; increasing the charter capital ownership ratio of foreign investors when foreign investors already own over 50% of charter capital in the economic organization;
• Foreign investors contributing capital, purchasing shares, or purchasing capital contributions of economic organizations having Land Use Rights Certificates in islands and border communes, wards, townships ; coastal communes, wards, townships; other areas affecting national defense and security.

Dossier components

According to the current applicable law in Clause 2 Article 66 of Decree 31/2021/ND-CP, amended by Clause 3 Article 124 of Decree 168/2025/ND-CP, the dossier includes:

• Written registration of capital contribution, purchase of shares, purchase of capital contributions;
• Copies of legal papers of individuals, organizations contributing capital, purchasing shares, purchasing capital contributions, and the economic organization receiving foreign investment capital contribution, share purchase, capital contribution purchase;
• Written agreement in principle on capital contribution, share purchase, capital contribution purchase between foreign investors and the economic organization receiving foreign investment capital contribution, share purchase, capital contribution purchase or between foreign investors and shareholders or members of that economic organization;
• Copy of the Land Use Rights Certificate of the economic organization receiving foreign investment capital contribution, share purchase, or capital contribution purchase.

Processing time limit

Within 15 days from the date of receiving a valid dossier, the investment registration authority considers the satisfaction of conditions for capital contribution, share purchase, capital contribution purchase, and notifies the investor.

Perform procedures to change members and shareholders at the business registration authority

After the foreign investor is approved to contribute capital, buy shares, or buy capital contributions, the economic organization receiving foreign investment capital contribution, share purchase, capital contribution purchase performs procedures to change members or shareholders at the business registration authority according to the provisions of the law on enterprises and other laws corresponding to each type of economic organization. The rights and obligations of foreign investors as members or shareholders of the economic organization are established upon completion of procedures to change members or shareholders.

Customers wishing to learn and needing advice on company registration in Vietnam for Singapore investors, please contact Viet An Law Firm for more details!