Instructions for establishing an FDI company in Vietnam: Detailed legal process
APT LAW shares detailed instructions on procedures for establishing FDI companies in Vietnam, including legal processes, documents to prepare and points foreign investors need to keep in mind when registering to invest in 2025.
Establishing a foreign-invested company in Vietnam is one of the popular forms for foreign investors to penetrate and develop the market. However, the legal process to register an FDI company has differences compared to domestic enterprises, requiring investors to clearly understand and fully comply with the prescribed steps.
1. Conditions and preparation before registration
Before carrying out establishment procedures, foreign investors need to determine whether the expected business line belongs to the list of investment restrictions or not. Some fields require a maximum capital contribution ratio, Vietnamese partners, or appraisal opinions from specialized agencies. Accurately assessing investment conditions is an important step to avoid application rejection or interruption of project implementation.
In addition, investors need to prepare basic documents such as passport, business registration certificate (if an organization), financial statements or financial commitments, business location lease contract and documents proving project implementation capacity. The legality and reliability of these documents will directly affect the processing time.
2. Legal process of establishing an FDI company
The first step to Establishing a foreign invested company in Vietnam is to apply for an Investment Registration Certificate (IRC) from the Department of Planning and Investment of the province/city where the headquarters is expected to be located. The dossier includes a written request for investment project implementation, project proposal, investor’s legal documents, financial report and commitment to financial capacity. IRC processing time typically takes 15 to 30 business days.
After having the IRC, the investor continues to apply for an Enterprise Registration Certificate (ERC) to establish a company. The profile is similar to that of a domestic enterprise but requires an IRC attachment. ERC issuance time is about 3–7 working days. After that, the business carries out post-registration procedures such as seal engraving, opening a bank account, tax registration and issuing invoices.
3. Notes on operations and compliance after establishment
Unlike domestic enterprises, FDI companies must periodically report project performance to investment management agencies. In addition, issues related to transferring profits abroad, affiliated transactions, and compliance with foreign exchange regulations all need to be closely monitored to avoid violating the law.
To operate sustainably and avoid legal risks, investors should establish an internal compliance system and regularly consult with local lawyers or legal experts, such as ASL LAW Firm. This helps ensure that all business activities are in accordance with Vietnamese law and long-term investment strategies.
Opening a foreign-invested company in Vietnam requires careful preparation and compliance with clear legal processes. Accompanying legal consultants right from the early stages will help foreign investors save time, costs and increase the success rate when implementing projects in the Vietnamese market.
