Set up a Chinese-invested company in Ho Chi Minh City

Ho Chi Minh City is one of Vietnam’s most dynamic economic centres, attracting an increasing number of foreign investors, including those from China. With an open investment environment, preferential policies, and rapidly developing infrastructure, this city is considered a strategic destination for setting up companies, expanding markets, and conducting production and business activities. In the following article, Viet An Law provides guidance on the set-up of a Chinese-invested company in Ho Chi Minh City under the post-merger regime in 2025.

Updated Administrative Information on Ho Chi Minh City Post-Merger (Effective since June 2025)

From June 12, 2025, Vietnam has officially reorganised its administrative map to include 34 provincial-level units, comprising 28 provinces and 6 centrally governed cities. As part of this nationwide restructuring, significant changes have been made to Ho Chi Minh City:

• The entire area and population of Ho Chi Minh City, Ba Ria–Vung Tau Province, and Binh Duong Province have been consolidated into one expanded provincial-level city, which is Ho Chi Minh City.
• Following this merger, Ho Chi Minh City now spans a total area of 6,772.59 km², with a population of 14,002,598 people. The new city operates under a two-tier local government system, consisting of city-level and commune-level administrative units.
• As of July 1, 2025, the reorganised Ho Chi Minh City includes 168 commune-level administrative units, made up of 113 wards, 54 communes, and 01 special administrative zone.

Overview of Chinese Investment in Ho Chi Minh City

China remains Vietnam’s largest trading partner within ASEAN and its fourth-largest globally, following the United States, Japan, and South Korea. It is also Vietnam’s largest source of imports and second-largest export market.

In terms of foreign direct investment (FDI), China continued to rank among the top investors in Vietnam during the first 11 months of 2024, placing 3rd with a total registered capital of over USD 3.61 billion, accounting for 11.5% of total FDI. There is a growth of 11.5% compared to the same period in 2023. Especially, China led in the number of new investment projects, representing 28.3% of all new registered projects nationwide.

According to data from the Ministry of Planning and Investment, Ho Chi Minh City has the highest number of Chinese investment projects in Vietnam, with a total of 731 active projects as of 2024.

Now officially restructured as a merged urban area, Ho Chi Minh City is Vietnam’s economic centre with a GDP growth rate of 7.17% in 2024 and contributes approximately 27% of the national budget. With a population exceeding 14 million and an expanding middle class, the city presents a high potential market for foreign investors, especially those from China.

The scope for bilateral cooperation is vast, with opportunities in sectors such as finance and banking, green and digital economies, science and technology, import-export and e-commerce, manufacturing and logistics, agriculture, food processing, and consumer goods.

Conditions for setting up a Chinese-invested company in Ho Chi Minh City

According to Clause 1, Article 22 of the Investment Law 2020, foreign investors setting up economic organisations in Vietnam must meet specific conditions, particularly related to market access:

• Foreign investors must comply with the market access conditions for foreign entities, as outlined in Vietnam’s commitments and regulations. This involves examining two main sectors. The first comprises restricted sectors, which are not yet open to foreign investors. The second includes conditional sectors, which permit foreign participation but under specific requirements or limitations.
• Before setting up an economic organisation, foreign investors must have an investment project and carry out procedures for obtaining and adjusting the Investment Registration Certificate (IRC), except in cases involving innovative start-up small and medium enterprises (SMEs) and innovative start-up investment funds, following the provisions of law on support for small and medium enterprises.

Additionally, according to Article 23 of the Investment Law 2020, foreign-invested economic organisations are required to adhere to procedures for foreign investors and fulfil applicable conditions when undertaking additional investment activities. These activities include setting up or acquiring another economic entity; contributing capital, buying shares, or obtaining capital contributions in other companies; and investing through Business Cooperation Contracts (BCCs).

These rules apply if the economic organisation falls into any of the following categories:

• A foreign investor holds more than 50% of the charter capital, or
• For partnerships, a majority of general partners are foreign individuals, or
• The organisation is itself owned by another entity that holds more than 50% of the charter capital, or
• Foreign investors and foreign-invested entities combined hold more than 50% ownership.

Dossier for the set-up of a Chinese-invested company in Ho Chi Minh City

The process of setting up a Chinese-invested company in Ho Chi Minh City involves the preparation of documents for two key procedures:

• Application for the Investment Registration Certificate (IRC);
• Application for the Enterprise Registration Certificate (ERC);

1.    Investment Registration Certificate (IRC) Application

According to Article 36 of Decree No. 31/2021/ND-CP and Clause 1, Article 33 of the Investment Law 2020, investors are required to submit 01 complete set of documents to request an IRC. The dossier includes:

• Application for the implementation of the investment project, which must include the investor’s commitment to bear all costs and risks in case the project is not approved.
• Documents on the legal status of the investor, such as a business registration certificate (for institutional investors), or passport/ID card (for individual investors);
• Proof of financial capacity, which must include at least one (1) of the five (5) following documents: The investor’s financial statements for the past 2 years, a commitment of financial support from the parent company, a commitment of financial support from a financial institution, a guarantee for the investor’s financial capacity, or other documents proving the investor’s financial resources;
• Investment project proposal, detailing: the project objectives, scale, capital, timeline, labour needs, etc..
• If the project does not involve land allocation or lease by the State, a copy of the land use rights certificate or another valid document confirming the investor’s right to use the land must be submitted;
• Explanation of technology to be used (required for projects of technology appraisal or consultation under the Law on Technology Transfer);
• BCC contract (if the investment is conducted under a Business Cooperation Contract);
• Any other documents related to the project, or required by law, especially for conditional sectors or where specific investor qualifications must be demonstrated.
• Power of Attorney (in case the investor authorises another party to apply).

Note:

• The form for requesting the implementation of an investment project is Form AI1as, as listed in Circular 25/2023/TT-BKHDT.
• Investment procedure documents, papers, and reports sent to competent state agencies must be in Vietnamese.
• In cases where the investment application dossier contains documents in a foreign language, the investor must attach a Vietnamese translation of those documents.
• If the documents in the investment application dossier are prepared in both Vietnamese and a foreign language, the Vietnamese version shall prevail and be used for processing the investment procedures.
• The investor is responsible for any discrepancies between the translation or copy and the original document, as well as for any inconsistencies between the Vietnamese version and the foreign language version.

2.    Enterprise Registration Certificate (ERC) Application

Business registration dossiers, based on the type of private enterprise, partnership, limited liability company, or joint stock company, are stipulated in Articles 19, 20, 21, and 22 of the Enterprise Law 2020, amended and supplemented in 2025, which mainly include:

• Business registration application.
• Company charter.
• List of members/founding shareholders; list of shareholders who are foreign investors; list of beneficial owners of the enterprise (if any).
• Personal legal documents for private business owners/personal legal documents for members.
• Legal documents required:
  • For individual members and legal representatives: Personal identification documents (e.g. passport or ID card)
  • For organisational members: Legal documents of the organisation and documents appointing authorized representatives
  • For authorised representatives of organisational members: Personal identification documents of the representatives.
• Investment Registration Certificate (IRC) for foreign investors as prescribed by the Investment Law.
• Power of Attorney.

Note:

• Sample of Business Registration Application Form according to the form issued with Circular 68/2025/TT-BTC;
• Enterprises must declare and notify the provincial business registration authority of information about the beneficial owner of the enterprise (if any) in the Business Registration dossier.
• In case of declaring a personal identification number according to Article 11 of Decree 168/2025/ND-CP, it is not required to submit a copy of the individual’s legal documents, such as a Citizen Identification Card, National Identity Card, or valid Vietnamese Passport, according to old regulations.

Note on the use of E-Code Passports for investment procedures in Vietnam

When preparing investment dossiers in Vietnam, foreign investors, especially Chinese nationals using E-passports (also known as “cow tongue passports”), must carefully assess whether their personal identification documents are recognised under Vietnamese law.

Legal Context

Under international practice, the passport is typically accepted as a legal document verifying the identity of foreign investors. However, in Vietnam, specific regulations govern whether certain types of passports are valid for legal procedures, including investment registration.

Referencing Official Dispatch No. 2611/KH&DT-KTDN on May 25th, 2023, by the Hanoi Department of Planning and Investment, the legal framework provides:

• According toClause 15, Article 2 of Decree No. 31/2021/ND-CP, documents on the legal status of investors include: “Documents on the legal status of investors are valid copies of personal identification documents or documents confirming the set-up and operation of economic organizations, including a) Personal identification number for individuals who are Vietnamese citizens or valid copies of one of the following documents: Identity card, Citizen identification card, valid passport, other personal identification documents for individuals…
• Clause 1, Article 2 of the same Decree further defines a valid copy as, “A valid copy is a copy issued from the original book or a copy certified from the original by a competent authority or organization or from the national database in cases where the original information is stored in the national database on population, business registration, and investment.”
• On November 1, 2022, the Hanoi Department of Justice issued Document No. 2998/STP-HCTP on the certification of passport copies as follows: “ According to Clause 2, Article 8, Clause 1, Article 19 of Decree No. 23/2015/ND-CP of the Government on issuing copies from originals, certifying copies from originals, certifying signatures and certifying contracts and transactions and Clause 1, Article 9 of Circular No. 01/2020/TT-BTP of the Ministry of Justice detailing and guiding the implementation of several articles of Decree No. 23/2015/ND-CP, the person requesting certification must be responsible for the content, legality, validity and authenticity of the original documents and papers used as the basis for certifying copies. For foreign passports, agencies and organisations only certify foreign documents that comply with the Constitution and laws of Vietnam on territory and national sovereignty over seas and islands.”

Due to the inclusion of unauthorised territorial claims in E-code (cow tongue) passports, these documents are considered non-compliant with Vietnam’s legal position on national sovereignty. As a result, such passports cannot be notarised or certified for use in investment registration procedures in Vietnam.

Authority to grant a license to set up a Chinese-invested company in Ho Chi Minh City

Authority to issue IRC

According to Article 39 of the Investment Law 2020, the competent authorities in Ho Chi Minh City for issuing Investment Registration Certificates are as follows:

• Ho Chi Minh City Export Processing and Industrial Zones Authority: Responsible for issuing Investment Registration Certificates for investment projects in industrial parks, export processing zones, high-tech zones, and economic zones.
• Ho Chi Minh City Department of Finance: issues Investment Registration Certificates for investment projects outside of the zones mentioned above.

Authority to issue ERC

According to Article 20 of Decree 168/2025/ND-CP, new regulations on provincial-level business registration agencies are as follows:

• Management Board of Ho Chi Minh City High-Tech Park: grants ERCs to enterprises located in the high-tech park;
• Business Registration Office under the Department of Finance in Ho Chi Minh City: issues Enterprise Registration Certificates to enterprises located in provinces and cities under its management.

Procedures for setting up a Chinese-invested company in Ho Chi Minh City

Basic steps to set up a Chinese capital company

Step 1: Apply for an Investment Registration Certificate (IRC)

• Dossier submission: Investors submit 01 complete set of documents (as outlined in relevant laws and decrees) to the competent investment registration authority.
• Processing time: The investment registration authority shall issue the Investment Registration Certificate (IRC) within 15 working days from the date of receiving a valid dossier, provided the investment project meets all statutory conditions.
• Application tracking: Upon receiving the application, the authority will provide the investor with a login account to access the National Information System on Foreign Investment. This allows the investor to monitor the real-time status of the application.
• In case of invalid dossier: If the dossier is incomplete or does not meet the requirements, the authority must notify the investor in writing, clearly stating the reasons for rejection or request for supplementation.
• Digital management: The investment registration authority uses the National Information System on Foreign Investment to receive, process, and return results of investment registration dossiers; update the status of dossier processing; and issue codes for investment projects.

Step 2: Apply for the Enterprise Registration Certificate (ERC)

• Apply for a Business Registration Certificate to the provincial business registration authority. Note that in Ho Chi Minh City, 100% of applications are submitted online. Accordingly, it is necessary to “use an electronic identification account” to register a business through the National Business Registration Information Portal.
• Within 03 working days from the date of receiving the dossier, the Business Registration Authority shall be responsible for reviewing the validity of the dossier and issuing a new Business Registration Certificate.
• In case the dossier is invalid, the Business Registration Authority must notify the enterprise in writing of the content that needs to be amended or supplemented. In case of refusal to issue a new Business Registration Certificate, the enterprise must be notified in writing, and the reasons must be clearly stated.

Step 3: Publication of business registration content

After completing the business registration procedure, the next step in the process of setting up a foreign-invested company is to publish 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 Business Registration Certificate.
• Implementing agency: Announcement posting department of the Business Registration Authority.
• Working time: within 30 days

Step 4: Complete other legal procedures

• Seal engraving;
• Open an investment capital account and make capital contributions;
• Contribute capital fully and on time;
• Register for a digital signature, issue electronic invoices, declare and pay taxes, etc.
• Apply for sub-licenses for conditional business investment sectors…

If you have any related questions or require tailored advice on business set-up, investment procedures, or legal compliance in Vietnam, please do not hesitate to contact Viet An Law. Our team is ready to provide dedicated support and the most up-to-date legal guidance to help your investment journey succeed smoothly!