Company formation in Vietnam for foreign investors
Choose the route, prepare the IRC and ERC applications and clear market access conditions.
- Market access assessment
- IRC and ERC applications
- Post-licensing checklist
Timeline 4–8 weeks
View detailsInvestment & licensing
Foreign investment lawyers in Vietnam: company set-up, IRC and licences
LexData advises foreign investors on investing in Vietnam under the Law on Investment No. 143/2025/QH15: market access checks, setting up foreign-owned companies, obtaining and amending the Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC), and the business licences each sector requires. Our foreign investment lawyers stay with you from choosing the business lines to running the company.
Book a consultationServices in this practice
LexData Investment & licensing services
Amending the investment registration certificate (IRC) of a foreign-invested company in Vietnam
Amend the investment registration certificate (IRC) and ERC for capital increases, relocations, new business lines or new investors.
- IRC or ERC: which procedure
- Amendment applications
- Updated internal documents
Timeline 2–5 weeks
View detailsBusiness licences and trading licences for foreign-invested companies in Vietnam
Trading (business) licences, retail outlet licences and licences for conditional business lines.
- Licence mapping
- Business and retail outlet licences
- Amendments and re-issuance
Timeline 3–8 weeks
View detailsRepresentative office registration in Vietnam for foreign traders
Eligibility review, application, licensing and post-licence duties for a foreign trader’s representative office.
- Eligibility and structure review
- Licence application
- Renewal, amendment and closure
Timeline 7 working days from a valid file
View detailsInvestment roadmap
Where does LexData support foreign investors?
- 01
Market access check
Check the intended business lines against the list of sectors with restricted market access for foreign investors (Article 8 of the Law on Investment No. 143/2025/QH15), conditional business lines and international commitments.
- 02
Structure and route
Set up a new company, contribute capital to or buy shares in an existing one, or sign a BCC contract (Article 18); for a new company, choose the IRC-first or company-first route.
- 03
IRC and ERC
Prepare the applications, declare online, file and follow up until the Investment Registration Certificate and Enterprise Registration Certificate are issued.
- 04
Business licences
Obtain the licences and certificates that conditional business lines require before operating, such as trading activities of foreign-invested companies.
- 05
Operation and amendments
Amend the IRC and ERC for capital increases, relocations and new business lines, and file quarterly and annual investment reports (Article 47 of the Law on Investment).
Common procedures
Foreign investment procedures in Vietnam: authorities and time limits
| Procedure | Legal basis | Authority and time limit | Note |
|---|---|---|---|
| IRC for a project that does not need in-principle approval | Articles 26 and 27, Law on Investment No. 143/2025/QH15; Article 39, Decree 96/2026/ND-CP | Department of Finance (outside zones) or the industrial park or economic zone management board (inside zones); 10 working days from a valid application, where the project meets all the conditions in Clause 3, Article 39 (not a prohibited sector, a site established by documents, consistent with planning, market access conditions met, and the remaining conditions). | Declare online first, then file within 10 working days of the declaration (Clause 1, Article 41 of Decree 96/2026/ND-CP). A project in 2 or more provinces, both inside and outside zones, or in a zone with no management board is filed where the investor has or plans its executive office (Clause 3, Article 27 of the Law on Investment). |
| Company registration (ERC) | Clause 2, Article 19, Law on Investment; Article 72, Decree 96/2026/ND-CP; Article 26, Law on Enterprises | Provincial business registration office; 3 working days from receipt of the application. | If the company is set up before the IRC, the application for enterprise registration must include a commitment to meet the market access conditions (Clause 3, Article 72), the IRC must be obtained within 12 months and the project may be carried out only afterwards. |
| IRC amendment | Article 33, Law on Investment; Article 56, Decree 96/2026/ND-CP | Investment registration authority; 3 working days (name, timeline, term) or 7 working days (other changes). | Required only when the main content of the project recorded in the IRC changes. |
| Licence for a foreign trader’s representative office | Articles 5, 7 and 11, Decree 07/2016/ND-CP | Provincial Department of Industry and Trade (outside parks) or the park management board (inside); 3 working days to check the file and 7 working days to decide from a valid file. | Only for foreign traders with at least 1 year of operating history; the office may not earn income directly. A company already established in Vietnam registers its representative office under the Law on Enterprises. |
| Capital contribution or share purchase | Article 21, Law on Investment; Article 76, Decree 96/2026/ND-CP | Investment registration authority; 10 working days from a valid application. | Prior registration is needed only in the cases in Clause 3, Article 21; otherwise the change of members or shareholders is recorded with the business registration office. |
Legal documents
Applicable legislation
The laws, decrees and decisions we advise on in this practice, with English summaries and their current status.
- 342/2026/ND-CPDecree No. 342/2026/ND-CP on trading by foreign investors and foreign-invested companies in Vietnam (English summary)In force
- 288/2026/ND-CPDecree No. 288/2026/ND-CP amending Decree 122/2021/ND-CP on administrative penalties in planning and investment (English summary)In force
- 252/2026/ND-CPDecree No. 252/2026/ND-CP detailing the Law on Tax Administration (English summary)In force
- 96/2026/ND-CPDecree No. 96/2026/ND-CP detailing the Law on Investment (English summary)In force
- 143/2025/QH15Law No. 143/2025/QH15 on Investment (English summary)In force
- 219/2025/ND-CPDecree No. 219/2025/ND-CP on foreign workers in Vietnam (English summary)In force
- 168/2025/ND-CPDecree No. 168/2025/ND-CP on enterprise registration, as amended by Decree 296/2026/ND-CP (English summary)In force
- 31/2024/QH15Land Law 2024 (Law No. 31/2024/QH15) (English summary)In force
- 59/2020/QH14Law No. 59/2020/QH14 on Enterprises (English summary)In force
- 23/2018/QH14Competition Law 2018 (Law No. 23/2018/QH14) (English summary)In force
- 36/2005/QH11Commercial Law No. 36/2005/QH11 (English summary)In force
Why involve a foreign investment lawyer from the start?
The Law on Investment No. 143/2025/QH15, in force since 1 March 2026, and Decree 96/2026/ND-CP change several procedures foreign investors know well. Investors may now set up a company before the IRC procedure; a company that holds an IRC may add business lines and open branches without a new project; and outside industrial zones, applications now go to the provincial Department of Finance. Many guides have not caught up with these changes.
Early mistakes are the most expensive: business lines that do not meet market access conditions, a capital contribution schedule that cannot be met, or a missing sector licence discovered after launch. That is why LexData assesses the sector and route before preparing any application, and works with our M&A lawyers when buying an existing company makes more sense than setting up a new one.
FAQ
Frequently asked questions about foreign investment in Vietnam
What does LexData's foreign investment advice cover?
We assess market access, advise on the investment structure, handle company formation for foreign investors, representative office licences for foreign traders, sector business licences and amendments to the investment registration certificate while the company operates. You can engage us for the whole process or for single procedures.
Where do foreign investors file investment applications?
The provincial Department of Finance issues and amends IRCs for projects outside industrial parks, export processing zones, high-tech parks and economic zones; the management boards of those zones handle projects inside them. A project in 2 or more provinces, both inside and outside zones, or in a zone with no management board is handled by the investment registration authority where the investor has or plans its executive office (Article 27 of the Law on Investment No. 143/2025/QH15).
Should I set up a new company or buy an existing one?
A new company suits investors who want full control from day one in a sector without restrictions. An acquisition gives you an entity, licences and customers straight away, but needs thorough legal due diligence and may require prior registration of the share purchase under Clause 3, Article 21 of the Law on Investment.
Planning to invest in Vietnam?
Talk to LexData before you settle on business lines and location.
Tell us the intended business lines, location and capital, and we will assess market access and the right sequence of procedures.
Book a consultation