A practical path from ownership and entity selection to registration, banking and the first phase of operations in Vietnam.
Part of Viettonkin's Global Company Registration services
Vietnam licensed 4,054 new foreign-invested projects in 2025, with registered capital of USD 17.32 billion, up 20.1 percent in number but down 12.2 percent in value from 2024, according to the Foreign Investment Agency. Those investors now work under a new framework: the 2025 Investment Law took effect on 1 March 2026 and changed the order in which a foreign-owned company can be established, and the Apostille Convention entered into force for Vietnam on 11 September 2026. Viettonkin matches the legal vehicle to your activities, shareholders and investment project, then coordinates the registration and the work needed before the company can trade.
A wholly foreign-owned enterprise describes ownership. An LLC or joint stock company is the legal form, and a joint venture may use either form, depending on the project. The vehicle chosen at registration fixes ownership rights, liability and the options for restructuring, so correcting a wrong choice can mean amendments or a new entity.
A commercial vehicle for a defined group of members. It suits investors who want full operational control and a straightforward governance structure without issuing shares, and a single-member LLC can be owned by one corporate parent.
A share-based vehicle for projects that need a broader shareholder base, share issuance or future equity investment. Governance is more formal than in an LLC, so it should be assessed alongside fundraising plans.
An ownership arrangement with one or more partners, which may be required or preferred where sector conditions limit foreign ownership. Shareholding, decision rights and exit terms should be documented in the charter and the investment agreements, and the partner's own documents and approvals join the dossier.
A liaison and market-research presence of a foreign parent. It can suit market testing before incorporation, but it is not a substitute for a company that needs to sell or invoice locally.
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| Criteria | LLC | JSC | Joint venture | Representative office |
|---|---|---|---|---|
| Ownership | Up to 100% foreign, subject to market-access conditions | Up to 100% foreign, subject to market-access conditions | Shared with partners; sector limits may apply | Part of the foreign parent, not a separate entity |
| Commercial activity | Yes, within registered business lines | Yes, within registered business lines | Yes, within registered business lines | No: liaison, market research and promotion only |
| Liability | Limited to contributed capital | Limited to subscribed shares | Limited according to the chosen form | The foreign parent is responsible |
| Minimum capital | No universal minimum; sector rules apply | No universal minimum; sector rules apply | No universal minimum; sector rules apply | Not applicable |
| Best suited to | Full operational control with a defined member group | Share issuance and future equity investment | Activities where a local partner is required or valuable | Market testing before incorporation |
The route is assessed against the investment project and market-access conditions. Investment Law 143/2025/QH15 took effect on 1 March 2026 and allows a foreign investor, subject to the applicable requirements, to establish the company before the IRC, so a fixed IRC-first description no longer captures every route. Where a project needs both certificates, the enterprise and the investment project are recognised separately.
We review business activities, sector conditions, ownership, location, management arrangements and the capital plan against the investment project. This confirms which registrations and operating permissions the project needs and in what order. It is also the point at which the business lines are checked against the activities the company will really perform.
We collect identity or parent-company records, authorisations, evidence of financial capacity and the investment proposal. The authentication route is confirmed for each originating jurisdiction before documents are ordered, and certified Vietnamese translations are planned at the same time. Preparing these together prevents a single document from holding up the rest of the file.
We prepare the charter, member or shareholder details, legal representative information and registered address for enterprise registration. The Enterprise Registration Certificate establishes the legal company, and the enterprise code it carries is also used as the company's tax code.
We coordinate the IRC and any investment approvals the project requires, including clearance for conditional business lines. The competent authority depends on the location and project, and may be the relevant provincial authority or an industrial zone management board. Depending on the requirement, sector conditions are satisfied before the IRC or before the activity begins.
We coordinate the bank and capital contribution plan, tax and e-invoice setup, and any sector licences. The permissions needed before the company starts each business activity are identified in advance, so contracts are not signed for work the company cannot yet perform.
The final checklist depends on whether the investor is an individual or a company, the project and the receiving authority. Document quality is the most controllable factor in registration speed, because authorities return incomplete dossiers and each correction adds another review. We confirm document form, certification and currency before preparation.
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| Document group | Individual investor | Corporate investor |
|---|---|---|
| Identity and establishment | Passport and relevant identity or address evidence. | Parent incorporation and constitutional records; identity records for authorised representatives. |
| Beneficial owner information | Confirmation that the individual investor is the owner. | Details of the individuals who ultimately own or control the corporate investor, part of the enterprise registration dossier since 1 July 2025. |
| Investment authority | Registration applications and signed authorisations. | Board or shareholder approval and a power of attorney for the investment and filings. |
| Financial capacity | Evidence supporting the proposed investment. | Financial statements, funding commitments or other accepted evidence. |
| Project and location | Activities, scale, investment plan, schedule and proposed address. | Activities, scale, investment plan, schedule and proposed address. |
| Authentication and translation | Confirm requirements for each foreign-issued document. | Confirm requirements for each foreign-issued document. |
Most delays, returned dossiers and post-incorporation problems for foreign investors come from a short list of decisions made too late. Each is easier to settle before submission than to correct afterwards.
Vietnam registers business lines against a standard industry classification, and a new activity should be added to the registration before the company carries it out. Correcting a mismatch after registration requires an amendment filing and can delay contracts that depend on the new scope. We test each business line against the real products, services and sector conditions before the charter is drafted.
The Convention entered into force for Vietnam on 11 September 2026, but acceptance still depends on the country that issued the document, any objections between that country and Vietnam, and the document type. Investors who assume every apostilled record will be accepted risk a returned dossier. We confirm the route for each document before it is authenticated.
Authorities can query certified copies and financial evidence that no longer reflect the parent company's current position. When preparation starts late, obtaining fresh copies and authenticating them again becomes a last-minute delay. We plan certification, translation and authentication together, starting with the documents that take longest, and check each record's date and form against the receiving authority's requirements.
There is no single capital figure for every project, but the charter capital and investment capital declared at registration shape bank arrangements, sector licences and later reporting. Members or shareholders generally contribute charter capital in full within 90 days of the enterprise registration certificate, and a contribution that is late or differs from the registered amount can lead to penalties and an amendment to the registered capital. We assess contribution obligations for the company form and route, and plan the timing with the bank before the figures are fixed.
The head office must be an address in Vietnam where the company can be contacted, and the permitted use of the building must allow it. An address that does not qualify can cause the registration to be refused or corrected, and investors without permanent premises need a compliant interim arrangement. We review the location and the building's permitted use before it is written into the charter.
Carrying out a conditional business line without the required sector approval exposes the company to fines, suspension and disruption to operations. Conditional sectors include areas such as education, healthcare and telecommunications. We identify the conditions for each activity and schedule the clearances before operations begin.
The company needs a working compliance process as it moves from registration to trading and employment. These steps start as soon as the certificates are issued.
The enterprise code issued with the ERC also serves as the tax code, but activation and the electronic invoicing arrangements must be confirmed before the first invoice is issued. We set up the tax details, invoicing and the accounting records the company needs from its first transaction.
We prepare bank onboarding and confirm the appropriate accounts, including the account used for foreign capital contributions where the route requires one. Bank due diligence and the project's funding requirements determine the documents and timing, so the bank is engaged early.
The company decides the type, form and content of its seal, and sets internal rules for who may sign and seal documents. Clear signing authority matters early, because banks, landlords and authorities will ask who can bind the company.
Employment, payroll, labour reporting and any foreign-worker permissions are coordinated with the relevant operational licences. Setting these up before the first hire avoids employment arrangements that later need to be corrected.
We set up the calendar for statutory records, resolutions, financial reporting and applicable investment reports, with a clear owner for each obligation. Where investment reporting applies, the calendar is built before the first report falls due.
Selected incorporation engagements in Vietnam from our case studies. Each summary describes the scope of the work Viettonkin carried out.
VietnamAviation manufacturing
Viettonkin advised a Canadian corporation on establishing a legal entity in Vietnam, and the work extended to factory rental, staff recruitment and accounting and tax procedures for an aircraft components production line. We acted as legal representative, drafting and reviewing contracts and handling recruitment, accounting and tax requirements.
Read the case study
VietnamManufacturing joint venture
Viettonkin advised two investors from China on the legal process for establishing a joint venture company and setting up their factory, including compliance in construction and manufacturing and procedures for charter capital and business expansion. A retainership then covered adjusting the contents of the Investment Registration Certificate and the Business Registration Certificate.
Read the case study
VietnamHealthcare
Viettonkin advised a Singaporean investor setting up a medical firm in Hanoi, including solutions on compliance procedures. The work covered acquiring a local business and the transition of its contracts, human resources, tax and internal processes.
Read the case studyPractical answers for your incorporation planning.
Full foreign ownership is available for many activities, subject to market-access and sector conditions. The assessment must be made for the actual business activities rather than assumed for all companies.
No. The Investment Law effective from 1 March 2026 allows establishment before the IRC subject to the applicable requirements. We assess the project and the registrations needed before selecting the filing sequence.
A representative office is intended for permitted liaison and research activities. A business that needs local commercial operating rights should assess an appropriate company structure.
The Convention entered into force for Vietnam on 11 September 2026. Acceptance depends on the originating country, applicable objections and document type. Translation and receiving-authority requirements still need to be confirmed.
The remaining setup can include banking, capital contribution, tax and e-invoices, employment processes and sector licences. The engagement identifies which steps are needed for your planned operations.
Regulatory points checked on 10 September 2026 and market statistics checked on 11 September 2026. Requirements depend on the activity, investor and filing date.
Share your intended activities, investor structure and target operating date. We will scope the registration and post-incorporation work around your project.
