Establishment of a Joint Venture Company in Vietnam

Setting up a joint venture company in Vietnam is a highly searched keyword when investors wish to pursue cross-border business cooperation in Vietnam. The involvement of a foreign element requires enterprises to understand and strictly comply with the applicable legal framework. The following article by Viet An Law Firm provides detailed guidance on the conditions, process and procedures for establishment of a joint venture company in Vietnam.

What is a joint venture company in Vietnam under current law?

Investment consulting is an important service that helps clients clearly understand the legal nature of this form.

In practice, current legal documents do not use the term “joint venture company”; it is merely a common market term referring to economic organizations with foreign investment capital. Pursuant to Article 18 of the Law on Investment 2025, investors may implement the following 03 forms of joint venture:

• Establishment of an economic organization: Investors jointly contribute capital to set up an entirely new company in Vietnam to implement an investment project.
• Capital contribution, purchase of shares or purchase of contributed capital: Instead of establishing a new company, foreign investors inject capital into, or acquire part or all of the ownership of, a Vietnamese enterprise that has already been established and is in operation.
• Investment in the form of a BCC contract: The parties jointly sign a business cooperation contract to share profits or products without having to spend time establishing a new legal entity.

Conditions for establishment of a joint venture company in Vietnam

Business lines and market access conditions

Pursuant to Articles 6, 7 and 8 of the Law on Investment, when establishing a joint venture company, investors should pay particular attention to and satisfy the conditions on business lines as well as the market access principles for foreign investors as follows:

• Enterprises are strictly prohibited from conducting investment and business activities in banned business lines. These prohibited sectors include trading in narcotics, banned chemicals and minerals, prostitution, trafficking in humans or human body parts, trading in explosive fireworks, debt collection services, and trading in e-cigarettes and heated tobacco products.
• Where the joint venture company operates in conditional investment and business lines, investors must fully satisfy the necessary conditions for reasons of national defense, national security, social order and safety, social ethics and public health.
• Due to the participation of foreign investors, the joint venture company must satisfy the market access conditions for foreign investors under the list of business lines subject to restricted market access.
• These market access conditions include: the charter capital ownership ratio of foreign investors in the economic organization, the investment form, the scope of investment activities, and the capacity of the investors or participating partners.

Conditions on legal status and form of economic organization

Pursuant to Article 19 of the Law on Investment and Articles 17, 46 and 111 of the Law on Enterprise, the legal status of investors and the form of economic organization of a joint venture company are subject to the following specific conditions:

• Foreign investors are permitted to establish economic organizations to implement investment and business projects in Vietnam.
• Organizations and individuals participating in the establishment and management of a joint venture company must not fall under the prohibited subjects under the Law on Enterprise (e.g. state agencies using state assets for private gain, cadres, civil servants, public employees, minors, persons who have lost their civil act capacity, persons serving prison sentences…).
• A joint venture company is usually organized in the form of a multiple-member LLC or a joint stock company.
• If established as a multiple-member LLC, the company must have from 02 to 50 members, which may be organizations or individuals.
• If established as a joint stock company, the company must have at least 03 shareholders, with no limit on the maximum number.

Conditions on contributed assets and capital contribution deadline

Pursuant to Articles 34, 36, 47 and 113 of the Law on Enterprise, capital contribution to a joint venture company requires investors to strictly comply with regulations on eligible asset types and the capital contribution deadline:

• Assets contributed as capital to a joint venture company may be Vietnamese dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technologies, technical know-how and other assets that can be valued in Vietnamese dong.
• Only individuals and organizations that are the lawful owners or have the lawful right to use the above assets are entitled to use such assets for capital contribution.
• Contributed assets other than Vietnamese dong, freely convertible foreign currencies or gold must be valued by the members, founding shareholders or a valuation organization and expressed in Vietnamese dong.
• Members of an LLC or shareholders of a joint stock company must fully pay the registered capital or subscribed shares with the committed types of assets within 90 days from the date of issuance of the enterprise registration certificate.
• The time for transporting or importing contributed assets, or for completing administrative procedures to transfer asset ownership, is not counted towards this 90-day capital contribution period.

Conditions on procedures for issuance of the investment registration and enterprise registration certificate

Pursuant to Articles 19 and 26 of the Law on Investment and Articles 21, 22 and 27 of the Law on Enterprise, the legal procedures for a joint venture company to officially commence operation must go through licensing and registration steps with strict conditions:

• Investment projects of foreign investors and investment projects of economic organizations with foreign investment capital (in cases prescribed by law) must carry out the procedure for issuance of an investment registration certificate.
• Foreign investors must carry out the procedure for issuance of an investment registration certificate before carrying out the procedure for establishing an economic organization (company registration in Vietnam).
• The enterprise registration dossier (for both LLCs and joint stock companies) must include a copy of the investment registration certificate for foreign investors in accordance with the Law on Investment.
• The joint venture company will be granted an enterprise registration certificate when all of the following conditions are met: the registered business lines are not prohibited; the enterprise name complies with regulations; the dossier is valid; and the registration fee has been fully paid.

Conditions on head office and legal representative

Pursuant to Articles 12 and 42 of the Law on Enterprise, a joint venture company, when established, must ensure the core conditions on the location of its head office as well as the qualifications and number of its legal representatives as follows:

• The head office of the joint venture company must be located within the territory of Vietnam, serve as the contact address of the enterprise, be determined according to administrative boundaries, and have a telephone number, fax number and email (if any).
• Limited liability companies and joint stock companies may have one or more legal representatives.
• The company charter specifies the number, managerial titles, rights and obligations of the legal representatives.
• The enterprise must ensure that at least one legal representative resides in Vietnam at all times.
• Where the company has only one legal representative residing in Vietnam, when this person leaves Vietnam, he/she must authorize in writing another individual residing in Vietnam to exercise the rights and perform the obligations of the legal representative.

Comparison of common joint venture establishment forms in Vietnam

Through practical investment law consulting in Vietnam, Viet An Law Firm has compiled a comparison table of the two main forms of cooperation to help clients easily choose a suitable investment direction:

Business registration in Vietnam and detailed procedures for setting up a joint venture company

From an investment consulting perspective, before proceeding to the usual licensing procedures, clients should briefly note the requirement for investment policy approval:

• If a client’s project is large-scale, uses land in strategic areas (such as military, border or island areas, etc.), or falls within special sectors (such as seaports, aviation, casino business…), the project must obtain investment policy approval from the National Assembly, the Prime Minister or the Chairman of the provincial People’s Committee before taking the next steps.
• For ordinary small and medium-sized projects not falling under the above cases, clients will directly proceed with the following 2 steps:

Step 1: Apply for the investment registration certificate (IRC)

All investment projects in which foreign investors establish economic organizations must carry out the procedure for issuance of an investment registration certificate pursuant to Point a, Clause 1, Article 26 of the Law on Investment 2025. Details are as follows:

• Dossier to be prepared: Pursuant to Clause 1, Article 32 and Clause 1, Article 39 of Decree No. 96/2026/ND-CP, investors submit 01 set of dossier including:
  • A written request for implementation of the investment project;
  • Documents on the legal status of the investor;
  • Documents proving financial capacity;
  • Investment project proposal;
  • A copy of documents proving the right to use the project location.
• Competent authority: Pursuant to Article 36 of Decree No. 96/2026/ND-CP, the dossier is submitted to the following authority:
  • The management board of the industrial park, export processing zone, hi-tech park or economic zone (for projects located in these zones)
  • or the Department of Finance (for projects located outside these zones).
• Processing time: Pursuant to Clause 3, Article 39 of Decree No. 96/2026/ND-CP, the investment registration authority will issue the investment registration certificate to the investor within 10 working days from the date of receipt of a valid dossier.

Step 2: Carry out the business registration procedure (ERC)

In investment consulting practice, depending on the market entry strategy, the business registration process (establishment of an economic organization) is divided into 02 cases, with the legal basis in Article 72 of Decree No. 96/2026/ND-CP:

Case 1: Business registration before applying for the investment registration certificate (IRC)

Pursuant to Clause 1, Article 72 of Decree No. 96/2026/ND-CP, foreign investors have the right to establish an economic organization before carrying out the procedure for issuance of an investment registration certificate. The process is as follows:

• Dossier to be prepared: The business registration process complies with the law on enterprises; the basic dossier includes:
  • Application for enterprise registration;
  • Company charter;
  • List of members/shareholders;
  • Valid copies of legal documents of individuals/organizations.

Note: Pursuant to Clause 3, Article 72 of Decree No. 96/2026/ND-CP, the application for enterprise registration must include a commitment to satisfy the market access conditions for foreign investors.

• Competent authority: The dossier is submitted to the Business Registration Office under the Department of Finance.
• Processing time: 03 working days from the date of receipt of a valid dossier in accordance with the law on enterprises.
• Legal consequence: Pursuant to Clause 4, Article 72 of Decree No. 96/2026/ND-CP, the economic organization so established must complete the IRC application procedure within 12 months from the date of establishment. If the IRC is not obtained within this period, the economic organization may not implement the investment project and may only adjust its enterprise registration contents to add other investment and business lines after being granted the investment registration certificate.

Case 2: Business registration after obtaining the investment registration certificate (IRC)

• Dossier to be prepared: The dossier components are similar to Case 1, but the investor must also submit a copy of the issued investment registration certificate (IRC).
• Competent authority and processing time: The dossier is also submitted to the Business Registration Office under the Department of Finance. The authority will review and issue the enterprise registration certificate within 03 working days from the date of receipt of a complete and valid dossier.
• Legal status and capital notes:
  • Pursuant to Clause 2, Article 72 of Decree No. 96/2026/ND-CP, the economic organization established by foreign investors officially becomes the investor implementing the project as stated in the IRC from the date of issuance of the enterprise registration certificate.
  • Pursuant to Clause 5, Article 72 of Decree No. 96/2026/ND-CP, the charter capital of the company does not necessarily have to equal the total investment capital of the project; the company will make its own capital contributions and mobilize other capital sources to implement the project in line with the schedule stated in the IRC.

Frequently asked questions

Can company registration in Vietnam be carried out before applying for the investment registration certificate (IRC)?

Under Article 72 of Decree No. 96/2026/ND-CP, in order to shorten market entry time, foreign investors are allowed to establish an economic organization first in accordance with the law on enterprises.

However, clients must complete the application for the investment registration certificate (IRC) within 12 months from the date of company establishment. The project’s investment activities may only officially commence after the enterprise has obtained a valid IRC.

When setting up a joint venture company in Vietnam, is 100% foreign ownership permitted?

At present, Vietnamese law is very open to foreign capital inflows. Under the Law on Investment 2025, foreign investors are subject to the same market access conditions as domestic investors, which means they can own up to 100% of the capital of a joint venture company in Vietnam. However, this right will be restricted if the business line chosen by the client is on the list of business lines subject to restricted market access for foreign investors (e.g. telecommunications, press… which require conditions on the maximum ownership ratio).

What does investment consulting usually note about national defense and security conditions for joint venture projects?

National defense and security is an important appraisal criterion that investors should pay special attention to. The law clearly stipulates that when making capital contributions or purchasing shares or contributed capital, foreign investors must fully satisfy the requirements on ensuring national defense and security.

This condition is particularly strict for projects in sensitive geographical locations such as border, island and coastal areas, which require careful appraisal by the provincial Military Command and provincial Police before licensing.

Where should the IRC application be submitted when setting up a joint venture company?

The competence to grant investment licenses depends entirely on the geographical location of the client’s project. Under Article 36 of Decree No. 96/2026/ND-CP, if the project is located within an industrial park, export processing zone, hi-tech park or economic zone, the receiving and licensing authority will be the management board of that zone.

Conversely, for projects located outside these zones, the competence to issue, adjust and revoke the investment registration certificate belongs to the provincial Department of Finance.

How long does it actually take to obtain an investment registration certificate (IRC)?

The processing time depends largely on the nature and scale of each project. For ordinary projects not subject to investment policy approval, the investment registration authority will process the dossier and issue the investment registration certificate within 10 working days from the receipt of a complete and valid dossier.

For more complex projects requiring investment policy approval from the provincial People’s Committee or the Prime Minister, the appraisal time will be significantly longer as prescribed by law.

The process from licensing to completion of business registration in Vietnam requires absolute accuracy in the establishment of a joint venture company in Vietnam. Viet An Law Firm is proud to provide professional services of investment law consulting in Vietnam. Please contact Viet An Law Firm now for advice on the roadmap and fast, safe and timely procedural support!