Setting Up an FDI Company in Vietnam

Updated Oct 17, 2026

Want to own and run your company in Vietnam under your own name instead of relying on a local nominee? A foreign-invested (FDI) company lets you do exactly that, legally. Here is the full process — from IRC and ERC through to a company that is up and running — and InTimeVisa handles all of it for you.

What are the IRC and ERC?

For a newly formed LLC or joint-stock company with a foreign investor carrying out a project requiring an IRC, the IRC records the project and the ERC registers the enterprise; the company acquires legal personality when its ERC is issued. Capital contributions and acquisitions of shares or interests follow separate rules and do not automatically require a new IRC.

The IRC dossier goes to the competent investment registration authority under Article 27 of the Investment Law. Generally, the management board handles projects within industrial, export-processing, hi-tech, concentrated digital technology or economic zones, and the Department of Finance handles projects outside zones. Multi-province projects, projects inside and outside zones, zones without a board, and dossiers requiring investment policy approval have specific filing rules; we identify the authority for your project. The ERC is issued by the business registration authority under the Department of Finance; addresses in a hi-tech park fall under its management board (Article 20(1), Decree 168/2025/NĐ-CP, as amended by Decree 296/2026/NĐ-CP).

FDI decision table before filing

Choose the route after checking the investor, activity and project. This table concerns new-company setup; a capital purchase has separate rules. The current Investment Law replaces Law 61/2020/QH14; Decree 96 replaces Decree 31/2021/NĐ-CP. 143/2025/QH15 · Art. 51(1),(2),(4) · effective 01/03/2026 (143/2025/QH15) (143/2025/QH15) 96/2026/NĐ-CP · Art. 111(1)–(3) · effective 31/03/2026 (96/2026/NĐ-CP) (96/2026/NĐ-CP)

Check authentication separately for each foreign document. Foreign-language ERC documents require a Vietnamese translation with the translator’s signature certified. 296/2026/NĐ-CP · Art. 19(1) → 168/2025/NĐ-CP 10(2) · effective 23/07/2026 (296/2026/NĐ-CP) (296/2026/NĐ-CP)

The main steps

• Pre-check: we check your business lines against Vietnam's published market-access list (some sectors are conditional or cap foreign ownership) and explain the structure and charter-capital options the rules allow; you decide, and we prepare the dossier for your choice
• The IRC dossier goes to the competent investment registration authority under Article 27 of the Investment Law. Generally, the management board handles projects within industrial, export-processing, hi-tech, concentrated digital technology or economic zones, and the Department of Finance handles projects outside zones. Multi-province projects, projects inside and outside zones, zones without a board, and dossiers requiring investment policy approval have specific filing rules; we identify the authority for your project.
• Since 1 March 2026, Article 19(2) of Investment Law 143/2025/QH15 permits enterprise formation before the IRC when market-access conditions are met. If the company is established first, it must complete the procedure to obtain its IRC within 12 months of establishment. It may implement the project only after the IRC issuance or adjustment procedure is complete, and add other business lines only after the IRC has been issued. The registration application must include a commitment to meet foreign-investor market-access conditions (Decree 96/2026/NĐ-CP, Article 72(3)–(4)).
• After the ERC, we check the case-specific tax and invoicing duties, bank and capital accounts, capital contributions, business conditions and seal arrangements. The enterprise number is also its tax number; the enterprise determines its seal type, including a carved seal or digital signature under Article 43 of the Enterprise Law. The requirements and timing depend on the case. Some activities are subject to business conditions. These may require a license, certificate, professional credential, confirmation or approval, or compliance without a written confirmation. We check the exact activity and the conditions to meet and maintain when operating.

Capital and timeline

Capital requirements must be checked for the exact activity and project. IRC assessment includes financial capacity and any applicable investment-per-area and workforce requirements. Charter capital need not equal project investment capital; we check the dossier against the applicable requirements before filing. LLC members or owners contribute charter capital within 90 days of the ERC, excluding time for transport, import and ownership-transfer procedures for contributed assets. Joint-stock company shareholders pay within 90 days or a shorter period in the charter or subscription agreement, with the asset-related exclusions in Article 113(1). Project-capital schedules in the IRC are checked separately. The capital-account type depends on the investment structure, IRC requirement and transaction, rather than ownership percentage alone. An enterprise formed with a foreign investor and required to obtain an IRC falls under Article 3(2)(a) of Circular 06/2019/TT-NHNN. For enterprises under point (b), the current threshold is more than 50% under Article 11(3) of Circular 03/2025/TT-NHNN.

For projects requiring no investment policy approval and meeting Article 39(3) of Decree 96/2026/NĐ-CP, the IRC is issued within 10 working days of receipt of a valid dossier. For a project requiring an IRC with simultaneous investment policy and investor approval, the authority issues the IRC within 5 working days of receiving the decision (Article 38(1)(a)). For an approved project with an auction or tender winner, or investor approval under Article 23(3), the 5 working days run from receipt of the application letter; an economic-zone board approval under Article 38(3) is issued together with the IRC. The special investment procedure applies only to projects within Article 28 of the Investment Law: 15 working days from receipt of the dossier under Decree 96, Article 47(5)(b). ERC: 3 working days from receipt of a valid dossier under Enterprise Law Article 26(5). Preparation, authentication and supplementary documents take additional time; the overall estimate is assessed for your file.

Checklist after registration

Record the company’s chosen route. If the enterprise was established first, track the IRC requirement and do not start the project before completing the IRC procedure. 96/2026/NĐ-CP · Art. 72(4) · effective 31/03/2026 (96/2026/NĐ-CP)

Identify, declare and keep beneficial-owner information current; trace ownership and control rather than stopping at the corporate shareholder. 296/2026/NĐ-CP · Art. 3–4 → 168/2025/NĐ-CP 17–18 · effective 23/07/2026 (296/2026/NĐ-CP)

Compare charter-capital contributions with the company-type requirements and track project financing against the IRC schedule. 96/2026/NĐ-CP · Art. 72(5) · effective 31/03/2026 (96/2026/NĐ-CP) 59/2020/QH14 · Art. 47(2), 75(2), 113(1) · effective 01/01/2021 (59/2020/QH14)

Confirm the conditions for the actual activities before and during operations. Ask for a case-specific tax, invoicing, banking and reporting checklist; the ERC alone does not settle every operational requirement. 143/2025/QH15 · Art. 7(1),(5) · effective 01/07/2026 (143/2025/QH15) 96/2026/NĐ-CP · Art. 11(1) · effective 01/07/2026 (96/2026/NĐ-CP)

Sources

143/2025/QH15

96/2026/NĐ-CP

59/2020/QH14

76/2025/QH15

168/2025/NĐ-CP

296/2026/NĐ-CP

06/2019/TT-NHNN

03/2025/TT-NHNN