Company Incorporation in Vietnam for Foreign Investors
Establishing a foreign-owned company in Vietnam starts with decisions about activities, ownership, capital and the registrations needed for the business.
Pham Do Law Firm advises foreign investors on company structure, market-entry conditions and registration requirements. Our company incorporation services include application preparation, registration support and related business licensing advice.
Decisions to resolve before filing
Business activities and ownership
We review the proposed activities for foreign ownership restrictions, other market-access conditions and sector-specific licensing requirements. This helps investors assess the proposed ownership structure and identify which activities require further preparation.
Structure, capital and registered address
We assess the proposed company structure, capital and registered address against the operating plan. We also identify outstanding investor documents and consider capital contribution requirements in light of the registration sequence and intended operating timetable.
Registration and business licensing
The plan distinguishes enterprise registration, resulting in an Enterprise Registration Certificate (Giấy chứng nhận đăng ký doanh nghiệp, ERC), from investment registration. It identifies the applicable Investment Registration Certificate (Giấy chứng nhận đăng ký đầu tư, IRC) procedures, where required, and any business licences relevant to the project.
Under Article 19(2) of the Law on Investment 2025, No. 143/2025/QH15, effective from 1 March 2026, foreign investors may establish a company before the IRC procedure, subject to market-access conditions.
Article 72 of Decree No. 96/2026/ND-CP, effective from 31 March 2026, addresses both registration sequences. Under its company-first route, the company must complete the procedure to obtain the IRC within 12 months of establishment. It may implement the investment project only after completing the IRC issuance or amendment procedure.
The advice therefore covers the registration sequence and the conditions for implementing the project, not simply which certificate to obtain first.
The work and its outputs
| Stage | Work by the firm | Output for the investor |
|---|---|---|
| Setup advice | Assess the proposed route and identify unresolved legal questions. | Advice on registration requirements and decisions needed before filing. |
| Document preparation | Prepare applications and explain supporting-document and signing requirements. | Application documents for review and a checklist of investor documents. |
| Submission and follow-up | Submit authorised applications and address requests for clarification. | Filing updates and explanations of any additional documents requested. |
| Handover | Explain the registration outcome and identify remaining work. | Certificates issued, or written responses requiring further action, with next steps explained. |
The proposal identifies the registrations covered, professional fees, third-party costs and responsibilities. Timing separates document preparation from authority processing; approval and a fixed completion date are not guaranteed.
Preparing for the first months of operation
The company may also need support with tax administration, electronic invoices, employment documents, contracts or business licences. These services can be included in the proposal as separate items, with their own deliverables and fees.
Planning these tasks alongside incorporation helps management see which work remains after registration and who will handle it.
Investment advice connected to business operations
Pham Do Law Firm considers investment registration alongside business licensing, contracts and employment preparation. The aim is to help the investor understand which tasks belong to incorporation and which need separate attention before operations begin.
Do Thi Thu Hoai, Founder and Lawyer Partner at Pham Do Law Firm, advises domestic and foreign businesses on corporate legal matters, investment projects and regulatory compliance. Her experience in corporate and tax matters helps connect incorporation advice with the requirements of business operations.
Questions about setting up a company
Can a foreign investor own 100% of a Vietnamese company?
Yes, where the applicable market-access rules permit it. Under Article 8 of the Law on Investment 2025, ownership conditions depend on the business activities and applicable rules. The proposed activities and investor nationality need review before confirming the structure.
Is an Investment Registration Certificate required?
It depends on the investment structure. Under Article 26 of the Law on Investment 2025, projects of foreign investors and entities specified in Article 20(1) require an IRC. Capital contributions and acquisitions of shares or equity interests are treated separately and may involve registration under Article 21.
Establishing the company before applying for an IRC does not remove the requirement where it applies.
How long does company incorporation in Vietnam take?
The timetable separates investor-document preparation, authority processing and any additional licensing work. The team reviews the project and available documents before estimating these stages; there is no single completion time for every business setup.
What determines the cost of incorporation services?
The investor structure, proposed activities, registrations required and document preparation affect the work involved. The proposal identifies professional fees, third-party costs and optional post-registration support so the investor can understand the scope and cost of the proposed services.
Discuss the proposed investment
Send the proposed activities, investor nationalities, ownership, capital, location and intended start date. If the plan is still developing, indicate which decisions remain open. Pham Do Law Firm can then discuss the registration work and prepare a service proposal based on the information available.
Discuss your Vietnam business plan
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