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How to Register a Company in Vietnam for American Investors

In recent years, the economic and investment ties between Vietnam and the United States have flourished, becoming a pivotal engine for the economic growth of both nations. The U.S. remains one of Vietnam’s top trading and investment partners, with major corporations operating across key sectors such as technology, industrial manufacturing, energy, finance, and services. To diversify global supply chains, leverage manufacturing advantages, and access the booming Asian market, many American enterprises are looking for how to register a company in Vietnam for American investors. Recognizing this trend, Viet An Law provides this comprehensive guide on the latest 2026 conditions, legal procedures, and regulatory updates for establishing a US-invested enterprise in Vietnam.

Vietnam – US investment relations and opportunities for American enterprises

Trade relations between Vietnam and the United States have developed strongly since the Vietnam-U.S. Bilateral Trade Agreement (BTA) was signed on July 13, 2000, in Washington D.C., and came into effect on December 10, 2001. This agreement provides an important legal foundation to promote trade, investment, and economic cooperation between the two countries.

  • Elimination of tariff barriers: The BTA eliminated most tariffs on goods exported from Vietnam to the United States and vice versa, reducing production costs and increasing the competitiveness of products.
  • Market expansion: The agreement opened up opportunities to access the world’s largest consumer market for Vietnamese goods and services, while also facilitating investment by US enterprises in Vietnam.
  • Trade facilitation: The agreement simplified customs procedures, facilitating customs clearance and reducing transaction times and costs.
  • Cooperation in other areas: In addition to trade in goods, the BTA also expanded cooperation in areas such as services, investment, labor, and the environment.

According to data from the Foreign Investment Agency, Ministry of Planning and Investment, as of February 2024, Vietnam had attracted 39,553 foreign direct investment projects with a total registered capital of US $473.065 billion from 145 countries and territories. The United States ranked 11th with 1,347 projects and a total registered capital of over US $11.830 billion.

Besides the BTA, Vietnam-US economic relations continue to expand through various other cooperation mechanisms such as:

  • The Trade and Investment Framework Agreement (TIFA);
  • The Vietnam-US Comprehensive Strategic Partnership established in 2023;
  • Market opening commitments within the World Trade Organization (WTO);

These mechanisms have contributed to creating a stable legal environment for US investors doing business in Vietnam.

The presence of American enterprises in Vietnam not only brings in significant investment capital, but also contributes to technology transfer, improves corporate governance capabilities, and promotes innovation.

Key sectors attracting US investment in Vietnam

U.S. enterprises and corporations have invested in many key sectors in Vietnam. Thanks to an increasingly improved investment environment, a young workforce, and a strategic location in the global supply chain, Vietnam has become an attractive destination for American investors.

High technology and semiconductors

This is one of the areas of greatest interest to American enterprises. Vietnam is becoming a regional hub for the production and assembly of electronic and semiconductor components.

The high-tech industry is encouraged by the Vietnamese government through various preferential policies regarding taxes and infrastructure.

Industrial production and supply chain

Many American enterprises are choosing Vietnam as a manufacturing hub to serve the global market.

Common manufacturing sectors include:

  • Electronic equipment;
  • Industrial machinery;
  • Automotive components;
  • Medical equipment.

The shift in global supply chains in recent years has made Vietnam an attractive destination for American manufacturers.

Energy and renewable energy

US corporations are showing strong interest in Vietnam’s energy sector, particularly in:

  • Wind power;
  • Solar power;
  • Liquefied natural gas (LNG);
  • Energy infrastructure.

Many large-scale energy projects involve American enterprises to meet Vietnam’s growing electricity demand.

Consumer goods and food

Vietnam’s consumer market of over 100 million people presents a huge opportunity for American brands.

American enterprises are expanding their operations in the following sectors:

  • Food and beverages;
  • Retail;
  • High-tech agriculture.

Finance and services

The financial and services sector also attracts many US enterprises, including:

  • Financial services;
  • Insurance;
  • Management consulting;
  • Financial technology (Fintech).

The development of Vietnam’s financial market and digital economy opens up many investment opportunities for American enterprises.

Corporate structures for establishing a US-owned company in Vietnam

According to the provisions of the Investment Law 2025 and the Law on Enterprises 2020, amended in 2025, US investors can choose from a variety of investment forms in Vietnam.

Corporate structures for establishing a US-owned company in Vietnam

Corporate structures for establishing a US-owned company in Vietnam

Establishing an FDI company

This is the most common form. US investors will establish a new legal entity in Vietnam and contribute capital to carry out the investment project.

Commonly chosen enterprise types include:

  • Single-member limited liability company: Has a single owner; Suitable for investors who want full control over the business.
  • Limited liability company with two or more members: Has 2 to 50 contributing members; Suitable for collaborative projects between multiple investors.
  • Joint-stock company: Charter capital is divided into shares; Capable of raising large amounts of capital.

Contributing capital or purchasing shares in a Vietnamese company

US investors can also choose to purchase shares or equity in established Vietnamese enterprises.

This option helps investors:

  • Save time in establishing an enterprise;
  • Leverage existing business facilities;
  • Quickly enter the Vietnamese market;

Procedures for establishing a US-owned company in Vietnam

Procedures for establishing a US-owned company in Vietnam

Procedures for establishing a US-owned company in Vietnam

Step 1: Application for Investment Registration Certificate (IRC)

For foreign investors, before establishing an enterprise, they need to complete the procedure for obtaining an IRC as stipulated in Clause 1, Article 26 of the Investment Law 2025.

Dossiers for an investment registration certificate

The application dossier typically includes:

  • A written request to implement the investment project
  • An investment project proposal (objectives, scale, investment capital, implementation schedule, etc.)
  • Documents proving the investor’s financial capacity
  • A copy of the investor’s passport or enterprise registration certificate
  • A lease agreement for the project’s headquarters
  • Other relevant legal documents

Documents provided by US investors must be legalized by the consular office and translated by a certified translator in accordance with Vietnamese law.

The agency receiving the dossiers

Applications should be submitted to: the Department of Finance (after the merger of the functions of the Department of Planning and Investment) or the Management Board of the industrial park or export processing zone where the project is located.

Timeline

10 working days from the date of receipt of complete and valid dossiers.

Step 2: Enterprise establishment & application for ERC

After receiving the investment registration certificate, the investor proceeds to establish the enterprise.

The enteprrise registration dossier, as guided by Articles 19, 20, 21, and 22 of the Law on Enterprises 2020 and Article 24 of Decree 168/2025/ND-CP, typically includes:

  • Application for enterprise registration;
  • Company charter;
  • List of members or shareholders;
  • Copy of the individual investor’s passport;
  • Investment registration certificate (IRC)

The agency receiving the dossiers

The application is submitted to the Business Registration Office under the Department of Finance where the enterprise is headquartered.

Timeline

03 working days from the date of receipt of complete and valid dossiers.

Step 3: Post-establishment procedures

After obtaining the license, the business will:

  • Publish enterprise registration information;
  • Have a company seal made;
  • Register for tax and electronic invoices;
  • Open an investment capital account and make capital contributions; …

Key notes on new regulations for IRC issuance (Investment Law 2025)

According to Official Letter 2519/BTC-PC of 2026:

  • Although the Investment Law 2025 was passed by the National Assembly on December 11, 2025 and came into effect on March 1, 2026, replacing the Investment Law 2020.
  • However, the Government is currently finalizing a new Decree to replace Decree 31/2021/ND-CP and Decree 19/2025/ND-CP; and plans to allow the continued application of these decrees until the official replacement document is issued.
  • Therefore, until a new replacement decree is issued, competent authorities will continue to receive and process investment procedures according to the provisions of the current decrees and circulars to ensure uninterrupted investment and business activities. Specifically: Continue to receive and process applications for administrative procedures related to overseas investment according to the time limits, procedures, and regulations stipulated in Decree 31/2021/ND-CP and Circular 03/2021/TT-BKHĐT.

Therefore, the procedures for applying for an investment registration certificate continue to be implemented according to the regulations in Decree 31/2021/ND-CP, as amended by Decree 239/2025/ND-CP.

Tax obligations for US-invested companies in Vietnam

Similar to domestic enterprises, companies with US investment capital must fulfill their tax obligations according to Vietnamese law.

Corporate income tax

  • Standard tax rate: 20%;
  • Tax incentives may be available if investing in industries or locations that encourage investment.

Value-added Tax (VAT)

Common tax rates include 0%, 5%, 10%, etc., depending on the type of goods or services being traded.

Personal income tax

Applicable to the income of:

  • Vietnamese employees;
  • Foreign experts working at the company, …

Other taxes (if any)

Depending on the business sector, enterprises may have to pay additional taxes:

  • Excise tax;
  • Resource tax;
  • Non-agricultural land use tax, etc.

Key considerations when establishing a US-owned company in Vietnam

When investing in Vietnam, US enterprises need to be aware of several important legal issues, including the following:

Kiểm tra điều kiện tiếp cận thị trường

Some sectors in Vietnam have regulations or conditions that restrict foreign investors.

Checking market access conditions

The enterprise’s headquarters must be a location permitted for business operations according to the law.

Comply with regulations regarding capital contributions

Capital contributions must be made through the investment capital account and within the specified timeframe.

Comply with investment reporting regulations

Foreign direct investment (FDI) enterprises are required to submit periodic reports to the investment management agency.

Prominent US-owned companies in Vietnam

Intel Products Vietnam

Intel is one of the largest US technology investors in Vietnam. In 2006, Intel built a chip assembly and testing plant in the Ho Chi Minh City High-Tech Park with a total investment of over $1.5 billion, becoming one of the corporation’s largest chip manufacturing facilities globally.

The Intel Products Vietnam plant plays a crucial role in the global semiconductor supply chain and contributes to the development of the high-tech industry in Vietnam, while creating thousands of jobs for highly skilled workers.

Coca-Cola Vietnam

Coca-Cola is one of the long-standing American enterprises operating in Vietnam in the beverage sector. The company has invested in numerous production plants in locations such as Hanoi, Da Nang, and Ho Chi Minh City, and is continuously expanding its production scale.

Cargill Vietnam

Cargill is a leading US agricultural and food corporation, operating in Vietnam since 1995. The company invests heavily in animal feed, agriculture, and the food supply chain.

Over the years, Cargill has built numerous animal feed production plants and implemented many programs to support sustainable agricultural development in Vietnam, contributing to the modernization of the livestock industry and improving agricultural productivity.

US-owned company in Vietnam: Establishment services by Viet An Law

The procedure for establishing a foreign-invested company is often complex and requires numerous legal documents. Therefore, using professional legal consulting services will help enterprises save time and minimize legal risks.

Viet An Law provides a comprehensive service package to support US investors when establishing companies in Vietnam, including:

  • Advising on investment conditions and business sectors;
  • Drafting applications for investment certificates;
  • Carrying out business registration procedures;
  • Assisting in opening investment capital accounts;
  • Providing legal advice after enterprise establishment.

If you are planning to establish a US-owned company in Vietnam, the team of lawyers and experts at Viet An Law is ready to provide comprehensive support to help investors quickly and effectively launch their business operations in accordance with the law.

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