Establishment of a 100% foreign-invested LLC in Vietnam

In today’s globalized economy, Vietnam stands out as a proactive participant in both multilateral and bilateral free trade agreements. These agreements have helped open the Vietnamese market, reduce trade and investment barriers, and create favorable conditions for international businesses. As a result, setting up a 100% foreign-invested limited liability company (LLC) in Vietnam has become a streamlined and accessible process for foreign investors. With that in mind, Viet An Law Firm provides the following preliminary guidance for businesses looking for establishment of a 100% foreign-invested LLC in Vietnam.

Identifying conditions for foreign investors to invest in Vietnam

• Determine the nationality of the investor, see if the investor is a citizen from a country with which Vietnam has signed international treaties, which will bring investment incentives to those investors.
• Foreign investors must satisfy the market access conditions for foreign investors as prescribed in Article 9 of the Investment Law 2020;
• Determine the industry and investment sector in which the investor intends to establish a limited liability company, and depending on the industry, the investor can establish a business or must enter into a joint venture with a Vietnamese partner. For example, in the field of advertising, foreign investors must enter into a joint venture with a Vietnamese enterprise or through a business cooperation contract to be able to provide services in Vietnam.
• Foreign investors must have an investment project and have completed the procedures for granting and adjusting investment registration certificates, except for the establishment of innovative start-up small and medium enterprises and innovative start-up investment funds under the provisions of the law on support for small and medium enterprises.
• The investment project is not in a prohibited business or investment sector; there is a location to implement the investment project.
• Ensuring national defense and security and meeting the conditions for receiving land use rights and land use conditions in islands, border communes, wards and towns, coastal communes, wards and towns;
• Apply for investment policy approval and Investment Certificate if required by the Investment Law 2020.

Cases where a foreign investor must apply for an Investment Registration Certificate before establishing a foreign-invested LLC in Vietnam

A foreign-invested LLC in Vietnam must apply for an Investment Registration Certificate if it falls into one of the cases specified in Clause 1, Article 23 of the Investment Law 2020:

• Foreign investors hold more than 50% of charter capital ;
• There is an economic organization specified in case (1) holding more than 50% of the charter capital;
• There are foreign investors and economic organizations specified in case (1) holding more than 50% of charter capital.

Documents required for establishment of a 100% foreign-invested LLC in Vietnam

Investment registration profile

According to Article 36 of Decree 31/2021/ND-CP, investors submit 01 set of documents requesting the issuance of an Investment Registration Certificate, including the contents specified in Clause 1, Article 33 of the Investment Law 2020, specifically:

• Document requesting to implement an investment project according to Form AI1 issued with Circular No. 25/2023/TT-BKHDT;
• Documents proving the financial capacity of the investor include at least one of the following documents: financial statements of the investor for the last 2 years; financial support commitment of the parent company; financial support commitment of a financial institution; guarantee of the financial capacity of the investor; or other documents proving the financial capacity of the investor.
• Investment project proposal;
• In case the investment project does not request the State to allocate land, lease land, or allow a change of land use purpose, it must submit a copy of the land use rights document or other document determining the right to use the location to implement the investment project;
• Explanation of technology used in investment projects for projects subject to technology appraisal and consultation according to the regulations of law on technology transfer;
• BCC contract for investment projects in the form of a BCC contract;
• Other documents related to the investment project, requirements on conditions, and capacity of investors according to the provisions of law (if any).

LLC Registration Form

The application for registration of a limited liability company according to Article 21 of the Enterprise Law 2020, amended and supplemented in 2025, includes:

LLC Registration Form

• Application for business registration according to form No. 01, 02, Appendix I attached to Circular No. 68/2025/TT-BTC;
• Company charter;
• List of members; List of beneficial owners of the enterprise (if any);
• Legal documents of individuals for individual members and legal representatives;
• Legal documents of the organization for members that are organizations and documents appointing authorized representatives; legal documents of individuals for authorized representatives of members that are organizations.
• For members that are foreign organizations, copies of the organization’s legal documents must be consularized;
• Certificate of investment registration for foreign investors as prescribed by the Investment Law.

Note:

• In case of registering a single-member limited liability company, the dossier does not include a list of members.
• In case the owner or member is an individual, the legal representative or authorized representative of the owner or member is an organization that declares the personal identification number as prescribed in Clause 1, Article 11 of Decree 168/2025/ND-CP, the business registration dossier does not include copies of legal documents of these individuals.

Main procedures for establishment of a 100% foreign-invested LLC in Vietnam

Main procedures when establishing a foreign-invested LLC

Apply for an investment registration certificate

Authority

According to Article 39 of the Investment Law 2020, the authority to grant Investment Registration Certificates is as follows:

• Board of industrial parks, export processing zones, high-tech zones, economic zones: issues Investment Registration Certificates for investment projects in industrial parks, export processing zones, high-tech zones, and economic zones.
• Provincial Department of Finance: issues Investment Registration Certificates for investment projects outside industrial parks, export processing zones, high-tech zones, and economic zones.

Time limit for settlement

The investment registration authority shall issue an Investment Registration Certificate to the investor within 15 days from the date of receipt of a valid dossier when the project meets the following conditions:

• Not in the prohibited business investment industry;
• The location for implementing the investment project is determined based on a valid copy of the land use rights document, or a valid copy of the location lease agreement, or other documents or papers determining the right to use the location to implement the investment project;
• Investment projects in accordance with planning;
• Meet the conditions on investment rate per land area prescribed by the Provincial People’s Committee based on the actual conditions of the locality and approved by the Standing Committee of the Provincial People’s Council (if any), and the number of employees (if any);
• Meet market access conditions for foreign investors.

Apply for an Enterprise Registration Certificate

Authority

According to Article 20 of Decree 168/2025/ND-CP, the following regulations apply to provincial-level business registration authorities:

• High-tech Park Management Board are responsible for issuing business registration certificates to enterprises located within high-tech parks.
• Business Registration Agencies under the Department of Finance handle the issuance of Enterprise Registration Certificates for companies situated in provinces and cities under their management.

Time limit for settlement

• Applicants must submit business registration dossiers to the provincial-level business registration agency where the company’s head office is located.
• For online registration, applicants must log in to the National Business Registration Portal using an electronic identification account, fill in the required information, upload digital documents, sign electronically or authenticate the dossier online, and pay applicable fees through the system.
• Within 03 working days from the date of receiving the dossier, the Business Registration Authority shall be responsible for reviewing the validity of the business registration dossier and granting the business registration; in case the dossier is invalid,
• The business registration authority must notify in writing the contents that need to be amended or supplemented to the business founder. In the event of refusal to register the business, the business founder must be notified in writing, along with the reasons for the refusal.

Post-Registration Requirements for an LLC

• Business registration announcement;
• Open an investment capital account and make capital contributions;
• Contribute capital fully and on time;
• Hanging signs at headquarters ;
• Issue electronic invoices;
• Declare and pay taxes as prescribed;
• Proceed to engrave the legal seal when having a tax code.
• Apply for sub-licenses for conditional business investment sectors;…

Above is advice on establishing a limited liability company with foreign investment. If you need further assistance or tailored advice on establishing a foreign-invested company in Vietnam, feel free to contact Viet An Law Firm for comprehensive legal support and guidance!