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Anyone who wants to set up a company in Vietnam with foreign money deals with two registers. The investment register issues the Investment Registration Certificate (IRC, Giấy chứng nhận đăng ký đầu tư) for the project, and the business register issues the Enterprise Registration Certificate (ERC) that brings the company into existence. A Vietnamese founder needs only the second. Company registration in Vietnam, Vietnam company formation and business setup in Vietnam all describe this pair of files, and the order in which they are filed changed in 2026.
The rules sit in two statutes. The Law on Investment No. 143/2025/QH15, in force since 1 March 2026, replaced the 2020 law and is implemented by Decree 96/2026/ND-CP of 31 March 2026. The Law on Enterprises 2020, amended in 2025, governs the company itself, and Decree 168/2025/ND-CP sets out the registration dossiers. Business registration offices now sit under each province’s Department of Finance.
| Form | Owners | What it can do |
|---|---|---|
| Single-member LLC | One organisation or individual, liable up to the charter capital | Any lawful business; cannot issue shares unless it converts to a joint stock company |
| Multi-member LLC | Two to fifty members | Any lawful business; members selling capital must first offer it to the other members |
| Joint stock company | At least three shareholders, no maximum | Issues shares, bonds and other securities; the vehicle for share offerings and listing |
| Branch of a foreign trader | The foreign company itself, which must have operated for at least five years | Activities within its licence, matching the parent’s business lines and Vietnam’s treaty commitments |
| Representative office | The foreign company, operating for at least one year | Market research and trade promotion; no directly profit-generating activity in Vietnam |
For a single foreign founder or parent company the natural choice is the single-member LLC (công ty TNHH một thành viên): one owner holds it, liability stops at the charter capital and the internal rules are simple. Two or more founders take a multi-member LLC, while a joint stock company makes sense only when outside shareholders or a later listing are planned.
In most lines of business, yes. Article 8 of the Law on Investment gives foreign investors the same market access as Vietnamese investors, except for a Government list of business lines restricted for foreigners. That list, published in Appendix I of Decree 96/2026/ND-CP, has two parts: lines not yet open to foreign investors, and lines open on conditions. The conditions can cap the foreign share of charter capital, prescribe the form of investment, limit the scope of activity or set requirements for the investor or a local partner. Outside the list, a 100% foreign-owned company is the normal result.
Check every business line you plan to register, not only the main one, because the IRC is issued only where the project meets the market access conditions for foreign investors. A Vietnamese citizen who holds the capital on paper for a foreign owner is not a lawful way around a restricted line: since 23 July 2026 Decree 296/2026/ND-CP requires owners and members not to stand in another person’s name to contribute capital, and the Civil Code voids a sham transaction made to conceal another.
Under the 2020 law the IRC always came first. The new law lets a foreign investor create the company before the investment certificate (Article 19), and Article 72 of Decree 96/2026/ND-CP sets out both sequences.
| Stage | IRC first | Company first |
|---|---|---|
| 1. Market access check | Business lines compared with Appendix I | Same check; the ERC application carries a written commitment to meet the conditions |
| 2. Investment certificate | IRC dossier filed with the Department of Finance, or the zone management board for a project in an industrial park, export processing zone, high-tech zone or economic zone | Deferred |
| 3. Enterprise registration | ERC applied for once the IRC is held | ERC applied for at the outset |
| 4. After the ERC | The company becomes the investor of the project named in the IRC | IRC for a project matching the registered lines must follow within 12 months; no project work and no added investment lines until it is issued |
The company-first order helps a founder who wants a legal entity, a bank account and a seal before the project file is complete. It does not remove the IRC: the decree sets a twelve-month deadline for it, and the company may not implement the project until it has the certificate. Projects that the law makes subject to investment policy approval go through that approval before any IRC is issued.
Investment certificate. For a project that does not need policy approval, Article 32 of Decree 96/2026/ND-CP asks for a written request, the investor’s legal documents, proof of financial capacity (the last two years’ financial statements, a support commitment from the parent company or a financial institution, a guarantee, or other evidence), a project proposal stating objectives, scale, capital and funding, location, duration, schedule, labour needs and any incentives sought, and documents giving the right to use the site, typically a lease. A technology explanation is added where technology transfer rules require one.
Enterprise registration. The ERC file carries the charter, the list of owners or members, the beneficial owner information that the 2025 amendment to the Law on Enterprises made part of registration, and the founders’ identity or corporate documents. Filing goes to the business registration office in person, by post or online through the National Business Registration Portal (dangkykinhdoanh.gov.vn), signed with a digital signature or a business registration account.
Papers from abroad. Decree 168/2025/ND-CP asks for the legal documents of a foreign corporate founder to be consularly legalised. Vietnam has applied the Hague Apostille Convention since 11 September 2026, so a public document from another member state now needs an apostille instead, except from Germany, Austria and the Czech Republic, which objected to Vietnam’s accession and with which the Convention does not apply.
Capital. The Law on Enterprises sets no general minimum charter capital; some regulated sectors set their own. For a foreign investor the charter capital does not have to equal the project’s investment capital (Decree 96/2026/ND-CP, Article 72). Whatever is registered must be paid within 90 days of the ERC. If it is not, the owner registers the lower amount actually paid within 30 days after that deadline, and remains liable, in proportion to the committed capital, for obligations incurred before the change.
Legal representative. Every company must always have at least one legal representative residing in Vietnam (Law on Enterprises, Article 12). A sole representative who leaves the country authorises another resident in writing; after more than 30 days abroad without such authorisation, the owner appoints a replacement. The rule is about residence, not nationality, so a foreign manager living in Vietnam can hold the role.
Seal and beneficial owners. The company decides the form, number and content of its seal, physical or digital, under Article 43. It must also collect and keep information on its beneficial owners: under Decree 296/2026/ND-CP, an individual holding directly or indirectly 25% or more of the capital or votes, otherwise whoever controls the company, and failing both the person with the highest management authority.
| Obligation | What the rules say |
|---|---|
| Tax identity | The enterprise code on the ERC is used for tax and every other procedure |
| VAT | Registration for every business supplying taxable goods or services; monthly or quarterly returns; e-invoices mandatory |
| Corporate income tax | 20% standard; 15% or 17% where prior-year revenue is up to VND 3 billion or VND 50 billion; quarterly provisional payments |
| Annual return and audit | CIT return and audited financial statements by the last day of the third month after year end; audit compulsory for every foreign-invested enterprise |
| Bank account | Foreign capital paid into an investment capital account at an authorised bank; the bank meets the legal representative in person when an account is opened at the counter |
| Investment reports | For a company implementing a project: quarterly, before the 10th of the following quarter’s first month, and annually before 31 March, to the investment registration authority |
| Later changes | Registered within 10 days of the change; the office issues the new ERC within 3 working days |
A newly registered small or medium-sized enterprise, foreign-invested ones included where they meet the criteria, can be exempt from corporate income tax for three years from its first ERC under Resolution 198/2025/QH15 and Decree 20/2026/ND-CP. Bank requirements for a new foreign-owned company are covered on bank accounts for Vietnam companies.
In Vietnam, buying a company changes the procedure itself. Article 26 of the Law on Investment issues no IRC for investment by capital contribution or purchase of capital. A foreign buyer who takes an existing company above 50% foreign ownership registers the purchase with the investment authority, which has 10 working days to answer, but files no project proposal or financial capacity evidence. The same market access conditions still apply, and any later investment project of the company needs its own IRC. That route is explained on ready-made shelf companies in Vietnam, and the general idea in our guide to off-the-shelf companies.
What we do: we can form a new Vietnamese company or supply a ready-made one, prepare the investment and enterprise registration documents and filings, and help prepare the bank application. Where we have a working contact at a suitable bank we can make an introduction, and the bank alone decides. The country as a whole is covered in our Vietnam business guide.
Check each planned business line against Appendix I of Decree 96/2026/ND-CP, choose the vehicle, usually a single-member LLC, and secure premises, because the investment certificate needs evidence of the site. Then either obtain the IRC and register the company, or register the company first with a market access commitment and obtain the IRC within twelve months. A legal representative residing in Vietnam is required throughout.
Yes, outside the restricted list. Article 8 of the Law on Investment gives foreign investors domestic treatment except in lines not yet open or open only on conditions, such as an ownership cap or a required form of investment. Where no condition applies, a foreign individual or company may hold all of the charter capital. Using a Vietnamese name to hold capital for a foreigner is not permitted.
The IRC is the certificate a foreign investor needs for an investment project: it records the investor, objectives, location, capital and schedule. The provincial Department of Finance issues it, or the management board for projects inside industrial, export processing, high-tech and economic zones. For a project not needing policy approval, the decree sets 10 working days from a valid dossier.
The Law on Enterprises sets no general minimum, although sector laws can require one for regulated activities. The charter capital may differ from the project’s investment capital, but it must be paid in full within 90 days of the ERC. Unpaid capital has to be removed by registering the reduced amount within the following 30 days, with the owner liable until then.
The owners do not, but the company must always have at least one legal representative who resides in Vietnam. If that person travels abroad, they must authorise another resident in writing, and after more than 30 days away without authorisation the owner must appoint someone else. The enterprise registration itself can be filed online through the national portal, in person or by post.
The statutes fix the authority’s side only. The Law on Enterprises gives the business registration office 3 working days from receipt to issue the ERC or ask for corrections, and Decree 96/2026/ND-CP gives the investment authority 10 working days from a valid dossier to issue an IRC for a project without policy approval. Preparing documents and premises comes on top.
Planning a Vietnamese company and unsure whether your business lines are open to foreign capital? Send us the activities and the shareholding you have in mind, and we will tell you which registration order suits the plan and what the IRC and ERC files would need. Telegram and WhatsApp reach us at +48 663 247 166.