Setting up a company in Vietnam is more than a licensing formality — it is the legal foundation that lets a foreign business sign contracts, open bank accounts, hire staff, and operate as a recognized entity. The rules changed meaningfully in 2026, most notably with the new Law on Investment (Law 143/2025), effective 1 March 2026, which introduced a faster route to market for many investors. This guide explains how incorporation works today, which entity types to consider, and what the process actually involves.
Choosing the right entity type
The first decision is structure, and it should be made early — switching later can require re-licensing. The main options for foreign investors are:
- Limited Liability Company (LLC) — the most practical starting structure for the majority of foreign investors. It can be single-member or multi-member (2–50 members), offers full limited liability, and has relatively simple governance. Common for manufacturing, trading, IT, consulting, and most service businesses.
- Joint Stock Company (JSC) — suited to larger projects or businesses planning to raise capital. It requires at least three shareholders (can be 100% foreign-owned) and can issue shares and bonds, but carries more complex governance.
- Representative Office — useful for market research and liaison work. It cannot generate revenue directly, but it is easy to set up and can later be upgraded to an LLC.
- Branch — permitted only in specific sectors and operates as a dependent unit of the parent company.
For most SMEs and foreign-invested service or manufacturing businesses, a 100% foreign-owned LLC is the recommended default.
IRC and ERC — and the new ERC-first route
Traditionally, a foreign investor first obtained an Investment Registration Certificate (IRC) for the project, then an Enterprise Registration Certificate (ERC) to establish the company. Under the 2026 reforms, investors can now obtain the ERC first in many cases — letting them incorporate quickly, open a bank account, and sign initial contracts while finalizing the IRC.
The IRC still remains necessary for projects involving land use, large-scale investment, or regulated sectors, where authorities assess feasibility, planning compliance, and financial capacity. The key in 2026 is not simply whether an IRC is required, but how to structure the investment to optimize both timing and regulatory efficiency.
The incorporation process step by step
A typical foreign-investor setup follows this sequence:
- Pre-investment screening — confirm your business lines are not prohibited, and identify any conditional-sector sub-licenses or foreign market-access conditions.
- Document legalization — all foreign documents (passports, certificate of incorporation, articles of association) must be consular-legalized, authenticated at Vietnam’s Ministry of Foreign Affairs, then translated and notarized in Vietnam. This chain typically adds 15–30 days, so start early.
- IRC application (where required) — submitted to the Department of Finance (formerly the DPI).
- ERC application — the certificate that legally establishes the company, requiring the company charter, member/shareholder details, and legal representative information.
- Charter capital contribution — must be completed within 90 days of ERC issuance.
- Post-licensing steps — public announcement within 30 days, bank account opening, seal registration, tax registration, and any operational sub-licenses.
The licensing stage itself usually takes around 30–45 working days, though timelines vary with project complexity, location, and sector. Note that these are processing times with the authorities and do not include document preparation and translation.
Why work with an incorporation partner
Most application rejections come from avoidable issues — incomplete legalization, inconsistencies between the IRC scope and the parent company’s existing business lines, or unclear business-line wording. A submission with no operational history in the proposed sector can face weeks of delay while authorities request supporting evidence. An experienced advisor anticipates these objections, prepares a clean dossier, and often pre-reviews the draft with the assigned officer to avoid back-and-forth.
How TrustlineAX helps
At TrustlineAX Advisory, we handle company incorporation end to end for foreign investors — entity-type advisory, document legalization, IRC and ERC applications, charter capital and post-licensing registrations, and ongoing compliance once you are operational. We work under the current 2026 framework, including the new ERC-first route, to get you set up as quickly and cleanly as possible.
Planning to set up a company in Vietnam? Contact us for a free 30-minute consultation.
This article is for general information and reflects the framework as of 2026. Investment and enterprise registration rules change; please consult a qualified advisor for your specific project.