Do foreign investors need an IRC before setting up a company in Vietnam?
Not necessarily. Under Clause 2, Article 19 of the Law on Investment No. 143/2025/QH15, foreign investors may set up a company before the IRC procedure, provided they meet the market access conditions. The application for enterprise registration must then include a commitment to meet the market access conditions (Clause 3, Article 72), and the company must obtain its IRC within 12 months and may carry out its project only after that (Clause 4, Article 72 of Decree 96/2026/ND-CP).
How long does company formation in Vietnam take?
For projects that do not need in-principle approval, the time limit for the IRC is 10 working days from a valid application, where the project meets the conditions in Clause 3, Article 39 of Decree 96/2026/ND-CP: not a prohibited sector; a site established by land-use documents or a lease; conformity with planning; the investment-per-area, employment (if any) and market access conditions; and the technology condition where technology consultation applies. The time limit for the ERC is 3 working days (Clause 5, Article 26 of the Law on Enterprises). In practice the whole process takes longer because documents must be prepared abroad and applications are often supplemented.
Where is the application filed?
The IRC application goes to the provincial Department of Finance for projects outside industrial parks, export processing zones, high-tech parks and economic zones, or to the management board of the zone for projects inside them. A project in 2 or more provinces, both inside and outside zones, or in a zone with no management board is filed with the investment registration authority where the investor has or plans its executive office (Clauses 1, 2 and 3, Article 27 of the Law on Investment). The enterprise registration file goes to the provincial business registration office.
Must the charter capital equal the project’s investment capital?
No. Clause 5, Article 72 of Decree 96/2026/ND-CP allows the charter capital to differ from the project’s investment capital; the company contributes capital and raises other funds on the schedule set out in the IRC.
What is the minimum capital to set up a foreign-invested company in Vietnam?
Charter capital is the total value of assets that the members or owner have contributed or committed to contribute when the company is formed (Article 4(34) of the Law on Enterprises No. 59/2020/QH14), and it does not have to equal the project’s investment capital (Clause 5, Article 72 of Decree 96/2026/ND-CP). The IRC application must still include documents showing the investor’s financial capacity (Point c, Clause 1, Article 32, referred to by Clause 1, Article 39 of Decree 96/2026/ND-CP). For conditional business lines, any capital or financial-capacity requirement comes from the sector law, so check it for your sector before fixing the amount.
Which sectors are restricted for foreign investors in Vietnam?
The list is published by the Government under Article 8 of the Law on Investment No. 143/2025/QH15 and now appears in Appendix I of Decree 96/2026/ND-CP (Clause 1, Article 15). Section A lists sectors not yet open to foreign investors, such as journalism and news gathering, sea fishing, investigation and security services and notarial services. Section B lists sectors open on conditions, such as banking, insurance, securities, legal services, real estate business and logistics services. A sector outside Appendix I is open on the same terms as for domestic investors (Clause 1, Article 17), but may still be a conditional business line (Article 7 of the Law on Investment). The detailed conditions for Section B sectors are published on the National Investment Portal (Article 18).
