As Vietnam continues to improve its position as an attractive destination for foreign capital, planning to open FDI company in Vietnam has become a strategic move for international investors. However, to obtain licensing and operate legally, investors must not only prepare financial resources but also satisfy a series of stringent legal conditions concerning business lines, investment forms, ownership ratios, and procedural documentation. So, what should investors note when they set up an FDI company in Vietnam in 2026. What requirements must be met to mitigate risks, save time, and streamline the company registration in Vietnam?
| Condition | Requirement | Important note |
| Investment business lines | Must not belong to the banned list and must comply with market access conditions | Check WTO/FTA commitments prior registration |
| Capital ownership ratio | Comply with international commitments and specialized laws | Certain industries are capped at 49% – 51% |
| Investment capital | No general minimum requirement | Must be commensurate with project scale |
| Business location | Must possess lawful use rights | Cannot be located in standard residential apartments |
| Investor capacity | Financial proof (financial statements, commitments, etc.) | Deficiencies easily lead to application rejection |
| Other legal conditions | Compliance with laws on enterprises, investment, and specialized fields | Sub-licenses may be required |
To ensure successful company registration in Vietnam, investors must guarantee:
The first and most important condition is determining whether the intended investment business line is accessible to foreign investors. According to the Law on Investment 2025, investment business lines are classified into three groups:
Banned investment business lines are those in which foreign investors are prohibited from conducting business activities. The banned investment business lines are stipulated under Article 6 of the Law on Investment 2025 and guided by Article 10 of Decree 96/2026/ND-CP, including:
Conditional investment business lines are those conducted within Vietnamese territory where the investment activity must satisfy necessary conditions for reasons of national defense, national security, social order and safety, social morality, or public health.
Market access conditions and business lines for foreign investors encompass:
Specifically, market access conditions for foreign investors are outlined in the List of business lines with restricted market access for foreign investors under Appendix I of the Decree 96/2026/ND-CP.
Market access conditions include:
Notably, the market access of foreign investors is also contingent upon international commitments (WTO, FTA). Specific examples:
Under Clause 10, Article 17 of Decree 96/2026/ND-CP, restrictions on the ownership ratio of foreign investors according to international treaties on investment are applied as follows:
If an economic organization engages in multiple business lines with varying regulations on ownership ratios, the maximum ownership ratio shall be determined by the industry with the lowest (most stringent) cap.
For public companies, securities companies, fund management companies, or investment funds: If the Law on securities has specific regulations on foreign ownership ratios, such regulations shall take precedence.
Specifically:
Examples:
The law does not prescribe a fixed minimum capital for all FDI projects; rather, it requires the investment capital to be appropriate for the scale and nature of the project. According to Clause 1, Article 29 of Decree 96/2026/ND-CP, the registered investment capital for implementing a project is determined based on:
The implemented investment capital of a project is determined based on the capital the investor has actually contributed, mobilised, and retained for reinvestment during the project’s execution. The investor self-determines the value of the implemented investment capital after the project is put into operation and exploitation. Practical examples:
The investor must prove lawful use rights over the location where the project is implemented. After completing the procedures to obtain an Investment Registration Certificate (IRC), a foreign-invested economic organization may establish branches, representative offices, or business locations outside its head office without necessarily requiring a new investment project. However, foreign investors must note:
Specific industry requirements:
In the application dossier for the investment license, the investor must attach documents proving their financial capacity.
The supporting documentation must include at least one of the following:
Beyond the specific conditions outlined above, investors must also satisfy other legal requirements, including:
In practice, many foreign investors face application rejections due to:
Making errors from the outset can result in the entire dossier needing to be redone, extending the timeline by 1-2 months and incurring significant additional costs.
When deciding to open FDI company in Vietnam, the establishment process generally encompasses two main steps:
This is a mandatory procedure for foreign investors.
The actual costs involved include:
Costs are subject to change depending on the specific business line and project scale.
No. Investors must cross-reference the list of business lines with restricted market access under the law on investment and international commitments. If the industry falls into the conditional group, the investor must satisfy additional requirements such as capital ratios, sub-licenses, or appropriate investment forms. If it belongs to the banned category, implementation is prohibited.
No. Only “open” industries permit 100% foreign ownership. For conditional industries, the law may:
There is no minimum capital applied to all cases. However, the investment capital must be appropriate for the project scale, industry, and implementation location. The licensing authority will evaluate the project’s feasibility based on the registered capital. If the capital is too low, the project may be deemed unfeasible. If it is excessively high but not fully contributed, the investor may face penalties.
Generally, this is not permitted. The enterprise’s head office must be a location with a designated commercial function according to regulations. Apartment buildings can only be utilized if they have a designated commercial-service function. Additionally, certain industries require highly specific standalone locations (e.g., manufacturing requires factories, education requires standardized training facilities).
No. The investment registration authority will request supplements and amendments to the application. If the investor fails to satisfy the conditions (e.g., incorrect business lines, insufficient financial capacity, inappropriate location), the application for the IRC will be rejected. In several instances, initial preparation errors compel investors to rebuild the entire application from scratch, drastically prolonging the timeline and escalating costs.
Understanding how to set up an FDI company in Vietnam in 2026 is not just about paperwork because it involves foundational elements such as investment business lines, capital ownership ratios, financial capabilities, and practical implementation parameters. Fulfilling these conditions from the beginning help investors to expedite the licensing phase, curtail legal risks, and optimise operational expenditures.
Given the legal frameworks and market access conditions in Vietnam, selecting professional FDI company establishment services serve as the optimal solution for investors to save time and mitigate legal exposure.
Backed by practical expertise, Viet An Law provides comprehensive support ranging from investment condition assessment, dossier preparation, and obtaining the IRC and ERC, to post-establishment compliance advisory. Simply provide your project information to receive:
Contact us immediately for a free consultation and a roadmap to establish your FDI company in Vietnam: (+84)9 61 37 18 18 (Zalo / WhatsApp).
