Setting up a foreign-invested company in Vietnam is not a single registration. It is a two-tier process, an investment approval followed by a corporate registration, and most of the delay happens before anything is filed.
Background
Foreign investment in Vietnam is governed by the Law on Investment and the Law on Enterprises, read alongside the market access commitments Vietnam has made under the WTO and its free trade agreements. Depending on the business line, foreign ownership may be unrestricted, capped at a percentage, subject to minimum capital, or conditional on a local partner. Screening this correctly is the single most important step of the project.
In principle a foreign investor first obtains an Investment Registration Certificate (IRC), which records the investment project, and then an Enterprise Registration Certificate (ERC), which creates the legal entity. Capital contributions must flow through a Direct Investment Capital Account (DICA) opened with a licensed bank, within the schedule committed in the application.
A realistic timeline for a standard business line is roughly one to two working months. That assumes the file is correct at first submission. In practice, projects that require clarification rounds often take twice as long.
Common challenges
- Business lines chosen without market access screening. Registering an activity that turns out to be restricted for foreign ownership is the most common cause of rejected files and lost months.
- Registered capital that does not match the project. Capital that looks too low for the operation described, or too high for the financial capacity the investor can evidence, both trigger requests for explanation.
- Underestimating document legalisation. Corporate and financial documents of the parent company must be consular-legalised and translated. This step happens abroad, on someone else’s timetable, and routinely takes weeks.
- Using the wrong bank account for capital. Contributing capital through an ordinary current account instead of the DICA creates problems later when profits or capital need to be repatriated.
- Treating the ERC as the finish line. Initial tax registration, e-invoice registration and labour registration each carry their own deadlines and penalties.
How TrustlineAX helps
- A clear answer on whether your project is viable. We screen your intended activities against Vietnam’s commitments and the restricted-sector list, and tell you the maximum foreign ownership, any minimum capital requirement and any special conditions, before you commit budget.
- A capital and entity structure that will be approved. We advise on entity type, investment capital, charter capital and a contribution schedule that satisfies the licensing authority while remaining realistic for your treasury.
- Your IRC and ERC obtained without you managing the process. We draft the project proposal, guide legalisation abroad, file, track and respond to clarification requests from the authorities.
- A bank account structure that works at exit. We help you open the direct investment capital account and operating accounts, and explain which money moves through which account and why it matters when you repatriate.
- A company that is compliant from day one. Initial tax registration, e-invoicing, labour and social insurance registration, and an accounting system set up under Vietnamese Accounting Standards from the first period.
- One point of contact throughout. A single bilingual team from feasibility screening to the first month of operations, rather than separate providers handing you between them.
How we work
- Feasibility screening. We review your intended activities, ownership and capital plan and confirm what is achievable.
- Document preparation. We issue a document checklist and guide legalisation in your home jurisdiction while drafting the Vietnamese file.
- Investment and corporate licensing. We file for the IRC and then the ERC, and manage the authorities throughout.
- Operational setup. Bank accounts, company seal, tax and e-invoice registration, labour registration.
- Handover. We hand over a compliance calendar so you know every deadline for the coming year.
Frequently asked questions
Does every foreign investment need an IRC?
No. Whether an Investment Registration Certificate is required depends on the investment form and the business line. Acquiring shares in an existing Vietnamese company, for example, may not require an IRC, although a capital contribution registration may still apply.
How long does incorporation take?
For a standard business line with a complete file, roughly one to two working months from valid submission. Conditional business lines, or projects requiring in-principle investment approval, take considerably longer.
Does the investor need to travel to Vietnam?
Most of the process can be handled under power of attorney. Some banks, however, require the legal representative to appear in person or to complete their own verification procedure.
Is there a minimum charter capital?
There is no general statutory minimum for most business lines, though specific sectors do impose one. In practice the licensing authority assesses whether your registered capital is proportionate to the project described.