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Set up a 100% FDI company in Vietnam

Alongside other Southeast Asia countries such as Malaysia, Thailand, and Indonesia, Vietnam is seen as an attractive destination for foreign direct investment (FDI). The year 2025 highlights an unremarkable stage in Vietnam’s FDI framework, with the economy maintaining stable growth momentum, predicted at 6.5–7% GDP, and an improving investment policy framework. In the first five months of 2025, the total registered capital (including new registrations and adjustments) reached USD 317.3 million, an increase of 2.3 times in the value of the same period last year. According to the World Bank (WB), Vietnam ranks among the most attractive emerging markets in Southeast Asia, thanks to its political stability, young population, and a vast network of 16 signed and implemented free trade agreements (FTAs). These data points strongly demonstrate the promising potential of Vietnam’s FDI market in the upcoming years.

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    Required Documents for Foreign Individual Investors to set up a 100% FDI company in Vietnam

    For investors who are foreign individuals, the following documents are required:

    • A certified copy of the investor’s passport or national ID card (depending on the country of origin);
    • Bank balance confirmation or savings account statement, showing sufficient funds corresponding to the intended investment capital;
    • Lease agreement for the company’s head office, along with supporting documents proving the landlord’s legal ownership of the property (e.g., Land Use Right Certificate or House Ownership documents).

    Required Documents for Foreign Individual Investors

    Required Documents for Foreign Individual Investors

    Required documents for Foreign Corporate Investors to set up a 100% FDI company in Vietnam

    For investors who are foreign organisations/entities, the following documents are required:

    • A certified copy of the Certificate of Incorporation or an equivalent legal document confirming the investor’s legal status as a corporate entity;
    • Legal documents of the individual serving as the legal representative and/or the authorised representative of the organisation;
    • Financial capability documents, such as:
      • Audited financial statements for the past two years; or
      • Financial support commitment from the parent company; or
      • Financial support commitment from a financial institution;
      • Guarantee of the investor’s financial capacity; or
      • Bank confirmation of the investor’s account balance;
      • Other explanatory documents demonstrating the investor’s financial capability.
    • Documents proving the registered office address in Vietnam, including:
      • Lease agreement for the business premises;
      • Certified copy of the landlord’s property ownership documents, such as the Land Use Right Certificate or Construction Permit;
      • If the landlord is a company, an additional certified copy of the Business Registration Certificate with real estate leasing as a registered business line is required.
    • For projects that require land leased from the government, the investor must also submit:
      • A proposal detailing land use needs;
      • If no land lease or land use right conversion is required, submit a copy of the site lease agreement or other documents proving legal use of the project location.
    • For projects involving the use of technology listed as “restricted for transfer” under Vietnamese technology transfer laws, submit an explanation of the intended technology use, including:
      • Name and origin of the technology;
      • Technological process diagram;
      • Key technical specifications;
      • Current condition of machinery, equipment, and main production lines.

    Required documents for Foreign Corporate Investors

    Required documents for Foreign Corporate Investors

    Procedures for setting up a 100% FDI company in Vietnam

    To set up a 100% FDI company in Vietnam is becoming easier with more flexible investment options, which are designed to help foreign investors easily enter the Vietnamese market.

    Foreign investors can set up a 100% FDI company in Vietnam through two main methods:

    1. Establishing an economic organisation (setting up a company)
    2. Purchasing capital contributions/shares in an existing Vietnamese company.

    Procedures for setting up a 100% FDI company in Vietnam

    Procedure for setting up a 100% FDI company in Vietnam by setting up an economic organisation (setting up a company)

    Step 1: Online Declaration of Investment Project Information

    Before applying for the Investment Registration Certificate (IRC), the foreign investor must declare information about the investment project on the National Foreign Investment Information System.
    Once the hard copy of the application is submitted, the investor will be granted an account to access the system and track the application’s progress. Investment Registration Authorities also use this system to receive, process, and issue results for investment registration applications and to assign project codes.

    Step 2: Submit Application for the Investment Registration Certificate (IRC)

    • Within15 working days from the online declaration (Step 1), the investor must submit a hard copy of the application to the Investment Registration Authority.
    • Within15 days of receiving a complete application, the authority will issue the Investment Registration Certificate. If the application is rejected, a written explanation must be provided.

    Required Documents for the IRC Application:

    • Application form for the implementation of the investment project
    • Investment project proposal including:
      • Investor information
      • Investment objectives
      • Scale of investment
      • Total capital and capital mobilisation plan
      • Project location and duration
      • Implementation timeline
      • Labor demand
      • Investment incentives (if any)
      • Assessment of the project’s socio-economic impact and effectiveness

    Step 3: Apply for the Enterprise Registration Certificate (ERC) and Make Company Seal

    • After obtaining theInvestment Registration Certificate (IRC), the investor must apply to the Business Registration Office – Department of Planning and Investment to obtain the Enterprise Registration Certificate (ERC), which also serves as the company’s tax code.
    • Proceed to make thecompany’s official legal seal.

    Step 4: (For Companies Engaging in Retail Activities Only)

    If the FDI enterprise plans to conduct retail sales in Vietnam, it must apply for a Business License at the Department of Industry and Trade.

    Step 5: Open a Direct Investment Capital Account

    • According to the Law on Enterprises, the foreign investor must contribute capitalwithin 90 days from the date of issuance of the ERC.
    • Therefore, after the company’s establishment, the investor shouldopen a direct investment capital account at a licensed commercial bank in Vietnam.

    Step 6: Applicable only to companies exercising the right to retail goods

    Apply for a Business License to the Department of Industry and Trade.

    Procedure for setting up a 100% FDI company/enterprise in Vietnam through capital contribution, share purchase, or acquisition of capital contributions in a Vietnamese company

    To smooth the process, foreign investors can choose to invest indirectly by contributing capital or purchasing shares in a Vietnamese company. The procedure is carried out as follows:

    Step 1: Register the capital contribution or share purchase in a Vietnamese company

    • In practice, setting up a 100% Vietnamese-owned company is significantly simpler; many foreign investors tend to set up a Vietnamese company first, and then proceed to register for capital contribution or share acquisition in that company. Alternatively, they may directly purchase capital or shares in an existing Vietnamese company.
    • The investor must submit the application dossier to the Investment Division of the Department of Finance,where the Vietnamese company’s head office is located, to register the foreign capital contribution or share purchase in a 100% Vietnamese-owned enterprise.
    • If the investment meets the applicable legal conditions, the Department of Finance will issue a written approval within 15 working days from the date of receiving a complete dossier. After receiving this approval, the investor can proceed to carry out procedures to update the company’s shareholder/member structure under Vietnamese law.
    • If the investment does not meet the legal conditions, the Department of Finance will notify the investor in writing and clearly state the reasons for rejection.

    Step 2: Update the Enterprise Registration Certificate to add the Foreign Investor’s information

    After receiving approval from the Investment Division of the Department of Finance for the foreign investor’s capital contribution or share acquisition, the investor must proceed to update the Enterprise Registration Certificate to reflect the new foreign shareholder/member.

    This change is made at the Business Registration Office of the Department of Finance (previously the Department of Planning and Investment, now merged with the Department of Finance), under Vietnamese legal regulations.

    Comparison: Establishing a new company and Capital contribution, share purchase, or acquisition of capital contributions in an existing Vietnamese company

     

    Option

    Capital contribution, share purchase, or acquisition of capital contributions in an existing Vietnamese company  

    Establishing a new company

     

     Procedures

     

    Register a Vietnamese company (if forming one for this purpose) Apply for Investment Registration Certificate (IRC)
    Submit dossier for capital/share acquisition Apply for Enterprise Registration Certificate (ERC)
    Apply for business registration change
    Duration

    (Working days exclude Saturday, Sunday and other public holidays under the regulations of the State)

     30–35 working days
    From the day Viet An Law receives full and valid documents from the client
    Note: Excludes time for opening the indirect investment capital account and transferring capital.
    30–35 working days
    From the day Viet An Law receives full and valid documents from the client
    Note: Excludes time for opening the direct investment capital account and transferring capital.
    Results Notice of Approval for Registration of Capital Contribution/Share Purchase Investment Registration Certificate (IRC)
    Updated Enterprise Registration Certificate Enterprise Registration Certificate (ERC)
    Required Documents 1.    Legal documents of the investor:

    –       For individuals: Legalized and notarized Vietnamese translation.

    –       For companies:

    ·      Legalized original Business Registration Certificate (BRC) + notarized Vietnamese translation

    ·      Certified copy of full passport (all pages) of capital manager, legalized + translated;

    1.    Legal documents of the investor:

    –       For individuals: Legalized and notarized Vietnamese translation.

    –       For companies:

    ·      Legalized original Business Registration Certificate (BRC) + notarized Vietnamese translation

    2.    Proof of financial capacity:

    –       Bank balance confirmation/ audited financial statements for the past 2 consecutive years.

    3.    Office address documentation

    Investment capital account –         Direct Investment Capital Account: Required if the investor acquires more than 50% of the company’s charter capital.

    –         Indirect Investment Capital Account: Used if the investor acquires 50% or less of the company’s charter capital.

    Direct Investment Capital Account: Required after company establishment.
    Capital Contribution –         Must comply with Vietnam’s foreign exchange regulations

    –         Foreign investor must transfer funds via bank transfer

    –         Investor must transfer capital via direct investment account

    –         Contribution must be made within 90 days from issuance of ERC

    Pros –         Company is already established and ready to operate immediately.

    –         No need to apply for an Investment Registration Certificate (IRC).

    –         Vietnamese and foreign individuals do not have to prove financial capacity (though foreign investors must still have sufficient funds to transfer).

    –         Vietnamese individuals can contribute capital in cash.

    –         No need to submit proof of business premises (already legally established).

    –         Full ownership and control from the start

    –         Clear compliance with investment laws from the outset

    Cons –         Foreign investors must show proof of sufficient funds in a bank account.

    –         If acquiring more than 50% of charter capital, the transaction must go through the company’s direct investment capital account.

    –         If 50% or less, payment must go through the foreign investor’s indirect investment account.

    –         Must obtain both the Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC).

    –         Foreign capital must be transferred within 90 days after ERC issuance.

    –         Capital contributions must be made via bank transfer (for both Vietnamese and foreign investors).

    –         Must provide documents proving legal business premises (e.g., lease agreement, notarized land use right certificate)

    Note: When a Foreign Investor participates in capital contribution or investment, the company’s business lines must be declared by Vietnam’s commitments under the WTO. Any business lines not listed in these commitments must be removed. The investor may only conduct business activities that comply with the conditions stipulated in the WTO Commitments and other relevant specialised legal regulations.

    Basic types of Taxes applicable to FDI companies in Vietnam

    Basic types of Taxes applicable to FDI companies in Vietnam

    Overview of FDI Company Formation in Vietnam (2025)

    Investment Scale of FDI Enterprises (First 5 Months of 2025)

    According to the Ministry of Finance, Vietnam witnessed positive growth in foreign direct investment (FDI) during the first five months of 2025. Total registered FDI reached USD 18.39 billion, marking a strong increase of 51.2% compared to the same period in 2024. This growth highlights Vietnam’s continued appeal as a dynamic and competitive destination for foreign investors.

    Top Countries & Territories Establishing FDI Companies in Vietnam (Early 2025)

    Among 65 countries and territories with newly registered FDI projects in Vietnam, the leading investors were:

    Country/ Territory Investment amount (USD) Share of total new FDI (%)
    Singapore 2.12 billion 30.2
    China 1.81 billion 25.8
    Japan 753.4 million 10.7
    Hong Kong (China) 607.7 million 8.7

    Provinces with the Highest Number of Newly Established FDI Companies in 2025 (First 5 Months)

    Based on Total Investment Capital

    In the first five months of 2025, foreign investors injected capital into 52 provinces and cities across Vietnam. The top localities attracting the most FDI are:

    • Hanoi ranked first, with over USD 3.2 billion in registered capital, accounting for 6% of the country’s total FDI and nearly 2.8 times higher than the same period last year.
    • Bac Ninh came second with over USD 2.7 billion (14.8% of total FDI), up by more than 5 times year-over-year.
    • Ho Chi Minh City placed third with over USD 2.58 billion (14.1% of national FDI), also up nearly 5 times compared to the same period in 2024.
    • Other notable provinces include Dong NaiBa Ria – Vung Tau, and more.

    Based on the number of FDI Projects

    When it comes to the number of FDI projectsHo Chi Minh City leads the nation in:

    • New project registrations (39.1% of the total),
    • Capital adjustment requests (23.9%),
    • Capital contributions/share acquisitions (67.2%).

    Viet An Law is proud to be a trusted legal consulting firm for FDI company establishment in Vietnam, having supported thousands of foreign investors. We are committed to delivering the most professional, efficient, and cost-effective FDI setup services in the shortest possible time. Contact us for more details!

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