Establishment of FDI company in Ho Chi Minh City

In recent years, Vietnam has experienced a strong wave of investment from foreign investors, with Ho Chi Minh City standing out as an attractive destination due to its dynamic business environment, the development of high-tech zones, and the increasing presence of multinational corporations. In particular, the merger of Ho Chi Minh City with two neighboring provinces, Binh Duong and Ba Ria-Vung Tau, to create a new megacity called Ho Chi Minh City, is expected to become the leading economic center of the Southern Delta region and the entire country. In that context, the demand for establishing 100% foreign-invested companies in this area is increasing. The following article by Viet An Law will provide an overview of the process, conditions, and legal notes for the establishment of FDI company in Ho Chi Minh City after the merger.

Ho Chi Minh City merger information in Vietnam 2025

According to Resolution 60-NQ/TW issued with the resolution includes a list of names of provinces, cities, and political-administrative centers (provincial capitals) of 34 provincial-level administrative units, specifically provincial capitals. Specifically, the merger of Ho Chi Minh City, Binh Duong – Ba Ria Vung Tau is expected to be named Ho Chi Minh City, the political-administrative center is currently located in Ho Chi Minh City.

The merger of three cities and provinces means that the size, population, and administrative arrangements will be different. Specifically, as follows:

• The area of Ho Chi Minh City after the merger has a natural area of 6,772.6 km2 and a population of 13,608,800 people.
• The new Ho Chi Minh City will rearrange 273 existing wards, communes, and towns into 102 new commune-level administrative units (78 wards, 24 communes), reducing 171 units, equivalent to 62.64%.

Conditions for the establishment of FDI company in Ho Chi Minh City

Under Clause 1, Article 22 of the Investment Law 2020, which stipulates investment in establishing economic organizations:

• Firstly, foreign investors establishing economic organizations must meet the market access conditions for foreign investors. Specifically, it is necessary to consider industry areas that restrict foreign investors, including: Industries that are non-applicable for market access, and conditional market access industry areas.
• Second, before establishing an economic organization in Vietnam, foreign investors must have an investment project and carry out procedures for granting and adjusting the Investment Registration Certificate, except for the establishment of innovative start-up small and medium enterprises and innovative start-up investment funds according to the provisions of law on supporting small and medium enterprises.

In addition, according to Article 23 of the Investment Law, when implementing investment activities of economic organizations with foreign invested capital in Vietnam:

• Economic organizations must satisfy the conditions and carry out investment procedures as prescribed for foreign investors when investing in establishing other economic organizations; contributing capital, purchasing shares/ stakes of other companies; investing in the form of BCC contracts if such economic organization falls into one of the following cases:
• Having a foreign investor holding more than 50% of the charter capital or having the majority of general partners being foreign individuals for partnerships;
• There is an economic organization holding more than 50% of charter capital;
• Foreign investors and economic organizations specified in the first point hold more than 50% of the charter capital.
• If an FDI company established in Vietnam has a new investment project, it can carry out procedures to implement that project without necessarily having to establish a new organization.

Dossier of establishment of FDI company in Ho Chi Minh City

The dossier is prepared for both two procedures:

• Apply for IRC
• Apply for ERC

In addition, if the enterprise uses technology in its business operations or has a need to lease land from the state, it is necessary to submit the following additional documents:

• Propose land use needs; in case the project does not request the State to allocate land, lease land, or allow change of land use purpose, submit a copy of the site lease agreement or other documents confirming that the investor has the right to use the site to implement the investment project;
• Explanation of technology use for investment projects for projects using technology on the List of technologies restricted from transfer according to the provisions of law on technology transfer, including the following contents: technology name, technology origin, technology process diagram; main technical parameters, usage status of machinery, equipment and main technology lines;

Procedures for establishment of FDI company in Ho Chi Minh City after the merger

Step 1: Apply for Investment Registration Certificate

• Investors submit 01 set of documents requesting the issuance of an Investment Registration Certificate as mentioned above to the investment registration authority.
• In case the project is implemented in 02 or more provincial-level administrative units, the dossier must be submitted to the Department of Finance of the province where the project is implemented or the office is expected to be located.
• The competent authority will receive and review the application.
• In case the dossier is valid, the registration authority shall issue the Investment Registration Certificate to the investor within 15 days from the date of receipt of the valid dossier.
• In case the application is invalid, a written notice must be given stating the reasons.

After the investment registration agency receives the application, the investor is given an account to access the National Information System on Foreign Investment to monitor the application processing status.

The investment registration agency uses the National Information System on Foreign Investment to receive, process, return results of investment registration dossiers, update the status of dossier processing, and issue codes for investment projects.

Step 2: Apply for an enterprise registration certificate

• Prepare documents to apply for a business registration certificate
• Apply to the Business Registration Office of the Department of Finance.
• Submit in 1 of 3 ways: In person, by post, or online via the Business Registration Portal.
• Within 03 working days (from the date of receipt of valid documents). In case of refusal to issue the Certificate of Business Registration, the business founder must be notified in writing. The notification must clearly state the reasons and requirements for amendments and supplements to the documents.

Step 3: Publish the business registration content

After completing the company registration procedure at the Department of Planning and Investment, the next step in the process of establishing a 100% FDI company is to announce the business registration content.

• Information on business registration must be made public on the National Information Portal within 30 days from the date of issuance of the Enterprise Registration Certificate.
• Implementing agency: Announcement posting department of the Business Registration Authority.
• Executive time: within 30 days

Step 4: Complete other procedures

A 100% foreign-owned company needs to complete other procedures such as:

• Seal engraving
• Open a foreign direct investment capital account
• Register for a digital signature, issue electronic invoices, declare and pay taxes,…

Notes when establishing a goods trading company in Ho Chi Minh City

According to Clause 1, Article 5 of Decree 09/2018/ND-CP regulating the issuance of Business Licenses and Licenses to establish retail establishments, FDI companies must be granted a Business License when carrying out the following activities:

• Exercise the right to distribute and retail goods, excluding rice, sugar, recorded items, books, newspapers, and magazines;
• Implement import rights and wholesale distribution rights of lubricants and greases;
• Implement the right to retail distribution of rice, sugar, recorded items, books, newspapers, and magazines;
• Providing logistics services, except for logistics service sub-sectors for which Vietnam has committed to opening the market in international treaties of which Vietnam is a member;
• Leasing of goods, excluding financial leasing; except leasing of construction equipment with operators;
• Providing trade promotion services, excluding advertising services;
• Providing commercial intermediary services;
• Providing e-commerce services;
• Providing services for organizing bidding.

According to Clause 3, Article 5 of Decree 09/2018/ND-CP, FDI companies shall carry out procedures for granting a License to establish a retail establishment after being granted a Business License if they want to set up a second retail establishment upward.

Thus, when FDI companies want to distribute retail through a retail establishment, they must have a Business License in advance.

Above is the advice of Viet An Law on establishment of FDI company in Ho Chi Minh City after the merger. If you have any related questions or need legal advice about your business, please contact Viet An Law for the best support.