Reviewed: 28 July 2026
Setting up a foreign-invested company in Vietnam is not simply a matter of filing incorporation forms. The proposed business activities, foreign-investor market access, location, capital, investment schedule and any sector licence have to fit together before the licensing applications are prepared.
This guide separates the project into decision, licensing and post-licensing stages. It also explains why a short statutory processing period for one certificate is not the same as the total time needed to become operational.
Step 1: define the business model precisely
Start with what the Vietnamese entity will actually do: who signs customer contracts, what it invoices, whether it imports, distributes, manufactures or only provides services, where employees work and whether data or regulated assets are involved. Broad labels such as “consulting” or “IT” may hide activities with different market-access or licensing treatment.
Create an activity matrix that maps each revenue line to the proposed business line, foreign-ownership condition, competent authority, location requirement and post-licence. This is the foundation for capital and timeline planning.
Step 2: choose the investment and entity structure
Common enterprise forms include a single-member limited liability company, a multiple-member limited liability company and a joint-stock company. The appropriate form depends on the number and type of investors, governance, financing and expected ownership changes. A representative office or branch has a different legal scope and should not be treated as a substitute without reviewing the permitted activities.
Foreign-investor market access must be checked under the current Investment Law, treaties and sector rules. Investment Law No. 143/2025/QH15 took effect on 1 March 2026, with the conditional-business list provisions applying from 1 July 2026. Resolution 66.17/2026/NQ-CP temporarily reduced the listed conditional sectors from 198 to 142 from 1 July 2026 through 28 February 2027, while sector-specific requirements still need review.
Step 3: prepare investor, project and location documents
| Document group | Typical items | Practical control |
|---|---|---|
| Investor | Corporate registration, charter, authority and financial-capacity evidence, or individual identification | Check legalisation, notarisation and Vietnamese translation requirements early |
| Project | Objectives, activities, investment capital, charter capital, funding schedule and implementation plan | Keep figures and descriptions consistent across all applications |
| Location | Lease or in-principle arrangement and evidence of the landlord’s right to lease | Confirm the address supports the proposed use and licence conditions |
| Enterprise | Name, legal representative, members/shareholders, charter and beneficial-owner information | Agree governance and signatory authority before filing |
Documents issued outside Vietnam may need consular legalisation, certification and translation depending on the document and applicable exemption. Build this into the critical path rather than waiting until the licensing file is ready.
Step 4: obtain the IRC where required
The IRC records the investment project, including investor, objective, location, capital and implementation schedule. The dossier must align with market-access conditions and the evidence of financial capacity. Requests for clarification or a change in the proposed activity, address or capital can reset practical planning.
Not every investment transaction follows an identical sequence. Confirm whether prior investment-policy approval, M&A approval or another route applies to the facts.
Step 5: obtain the ERC and disclose required ownership information
The ERC establishes the enterprise and records its core registration information. Vietnam’s 2025 amendments to the Enterprise Law and Decree 168/2025/NĐ-CP introduced beneficial-owner information into enterprise registration. Prepare the relevant ownership chain and required list rather than treating the immediate shareholder register as the complete analysis.
JETRO notes a three-business-day principle for an ERC after receipt of a valid application. This is not a promise that the whole foreign-invested setup will take three days; it excludes project preparation, IRC work, corrections, document legalisation and post-licensing tasks.
Step 6: complete post-licensing work
- Public disclosure and company seal/signature arrangements as applicable
- Tax registration, e-invoice and accounting setup
- Investment-capital and operating bank accounts appropriate to the transaction
- Charter-capital contribution within the applicable commitment and statutory period
- Business licences, permits or notifications required before the regulated activity begins
- Employment contracts, payroll, compulsory-insurance and PIT processes
- Internal governance, contracts, data protection and recurring compliance calendar
For common limited liability company structures, committed capital is generally contributed within 90 days from the ERC, subject to the statutory details for contributed assets. The IRC investment schedule, enterprise documents and actual remittance need to remain consistent.
How long does company setup take?
Use a range based on facts rather than one advertised number. A straightforward service project with ready, legalised documents and an accepted location may move faster. Regulated business lines, complex ownership, manufacturing locations, authority questions or additional permits can add substantial time.
| Workstream | Typical source of delay |
|---|---|
| Business review | Unclear revenue model or mismatch between activities and requested business lines |
| Documents | Legalisation, translation, signatures and financial evidence |
| Location | Use restrictions, landlord documents or licence-specific premises |
| Licensing | Authority questions, conditional sectors and document amendments |
| Post-licensing | Bank onboarding, capital remittance, tax/e-invoice and additional permits |
Cost items to budget
Budget separately for professional support, state and administrative charges, legalisation, notarisation and translation, courier services, office and deposits, bank onboarding, accounting/tax setup and any sector licence. Also plan working capital, recruitment, payroll and recurring compliance after incorporation.
Wacontre’s current published reference support fee is from USD 4,000, updated 28 July 2026. The actual scope and quotation depend on business activities, investors, documents, location and additional licences; official expenses and third-party costs may be separate. The latest signed quotation and contract take precedence.
Frequently asked questions
Is there one minimum charter capital for every foreign-invested company?
No. Some sectors have statutory capital or financial conditions, while other projects require a commercially credible amount for the planned expenditure and authority review. See our charter capital and licence guide.
Can the company hire immediately after receiving the ERC?
The legal and operational steps need to be sequenced. Before payroll starts, confirm contracts, work authorisations where relevant, tax, insurance, bank and internal processes.
Can EOR be used before an entity is ready?
It may be one option for a small employment need, but it does not automatically authorise the foreign company to conduct all commercial activities in Vietnam. Compare the contract, business activity, tax and transition plan in our EOR versus company setup guide.
Official and institutional references
- JETRO: procedures and documents for foreign-company establishment in Vietnam
- Decree 168/2025/NĐ-CP on enterprise registration
- Resolution 66.17/2026/NQ-CP on conditional business sectors
- Enterprise Law No. 59/2020/QH14
