Online Registration for Foreign Investment Guide

The online registration for foreign investment is a mandatory legal procedure to formalize a foreign investor’s capital ownership in a Vietnamese enterprise. Implementing this registration process online from 2025 saves time and costs while ensuring transparency and speed. This article provides detailed information on the procedure, dossier, and implementation process according to the latest regulations.

Requirement for Prior Registration (M&A Approval)

A foreign investor must complete the registration with the investment registration authority before changing members or shareholders in specific cases outlined in Clause 2, Article 26 of the 2020 Law on Investment. These cases are:

• A foreign investor contributes capital or purchases shares/stakes in an economic organization holding a Certificate of Land Use Rights on islands, in border communes, wards, or townships; coastal communes, wards, or townships; or other areas affecting national defense and security.
• The capital contribution or share purchase results in a foreign investor or an economic organization as defined in Points a, b, and c, Clause 1, Article 23 of the 2020 Law on Investment holding more than 50% of the charter capital of the target economic organization. This applies when:
  • The foreign investor’s charter capital ownership ratio increases from 50% or less to over 50%.
  • The foreign investor already owns more than 50% of the charter capital and further increases their ownership ratio.
• A foreign investor contributes capital or purchases shares/stakes in an economic organization with a Certificate of Land Use Rights in sensitive areas affecting national defense and security.

Note: According to Clause 3, Article 26 of the 2020 Law on Investment, if the transaction does not fall into the above categories, the online registration for foreign investment with the investment authority is not required. The enterprise only needs to follow the procedure for registering changes of members or shareholders under the 2020 Law on Enterprises.

>>> See more at: Investment Project Registration Service in Vietnam

Online Submission Platforms

National Foreign Investment Information System (FDI)

The official platform for the online registration for foreign investment is the National Foreign Investment Information System at fdi.gov.vn. Investors create an account, declare detailed information, and upload the electronic dossier. The FDI system integrates with the national investment database for real-time tracking of M&A approval status. The portal provides full functionality, including account creation, dossier declaration, and progress monitoring. It features draft-saving capabilities and automatic validation checks before final submission.

National Public Service Portal (DVCQG)

The National Public Service Portal at dichvucong.gov.vn serves as an alternative channel for the online registration for foreign investment in many localities. Investors can search for the “Registration of capital contribution, purchase of shares by foreign investors” procedure. This platform integrates government-standard Public Key Infrastructure (PKI) digital signatures to authenticate the electronic dossier.

Legal Validity of Electronic Dossiers

As per Clause 1, Article 39 of Decree No. 31/2021/ND-CP, an electronic dossier has the same legal validity as a physical one when it meets all requirements for format, digital signature, and file naming.

• File Format: Accepted formats include PDF, JPG, and PNG, with a maximum size of 10MB per file and a minimum resolution of 300 DPI.
• File Naming: Files must follow the convention: [Document Type][Dossier Code][Sequence Number].
• Digital Signature: Signatures must comply with XMLDSig or CAdES standards using a certificate issued by the National Electronic Authentication Center.

Composition of the Electronic Dossier

The dossier for the online registration for foreign investment, as stipulated in Clause 2, Article 66 of Decree No. 31/2021/ND-CP (amended by Clause 3, Article 124 of Decree 168/2025/ND-CP), includes:

• Registration Form: A written registration for capital contribution or share purchase (using Form A.I.7 issued with Circular 25/2023/TT-BKHĐT). It details information about the target company, business lines, ownership structure before and after the transaction, and transaction value.
• Legal Documents: Copies of the legal papers of the individual/organization investor and the target economic organization.
• Principle Agreement: A written in-principle agreement on the transaction between the foreign investor and the target company or its shareholders/members.
• Land Use Certificate: A copy of the Certificate of Land Use Rights of the target company (required for cases involving land in areas affecting national defense and security).

>>> See more at: Form A.I.7 – Circular No. 25/2023/TT-BKHDT

Note on Consular Legalization: Foreign documents require full consular legalization. This process involves authentication by a competent authority in the home country and certification by a Vietnamese diplomatic mission abroad. Translations into Vietnamese must be done by a certified translator. This procedure follows the regulations in Section 1, Chapter 2 of Decree 111/2021/ND-CP (amended by Decree 196/2025/ND-CP).

Online Submission and Processing Procedure

The online process mirrors the direct submission procedure guided by Article 66 of Decree No. 31/2021/ND-CP.

• Step 1: Register an Account: Create an account on fdi.gov.vn or access the corresponding procedure on the DVCQG portal.
• Step 2: Complete Form A.I.7 and Upload Files: Fill in all required information in Form A.I.7. Upload documents in the specified format (PDF/JPG) and apply a valid digital signature.
• Step 3: Submit Dossier and Track Progress: After reviewing the information, submit the dossier. You will receive a unique dossier code via email/SMS for tracking.
• Step 4: Appraisal and Consultation: For cases specified in Points a and b, Clause 2, Article 26 of the Investment Law, the investment registration authority will review the dossier within 15 days. For transactions involving national defense and security, the authority will seek opinions from the Ministry of National Defense and the Ministry of Public Security within 3 working days. These ministries have 7 working days to respond.
• Step 5: Receive Results: Upon approval, the economic organization with the foreign investor’s capital contribution will proceed with the procedure to register the change of members or shareholders with the business registration authority.

Consulting Services at Long Phan Consulting Company

Long Phan Consulting Company provides expert support for the online registration for foreign investment, ensuring a fast, accurate, and compliant process. Our services include:

• Investment Condition Assessment: Analyzing the target company’s business lines to determine market access conditions and foreign ownership limits.
• Transaction Structuring: Advising on optimal ownership structures and investment forms to align business goals with Vietnamese regulations.
• Legal Due Diligence: Conducting comprehensive legal reviews of the target enterprise and advising on transaction timing.
• Contract Drafting: Preparing capital contribution agreements, share purchase agreements, and other legal documents to protect investor interests.
• Dossier Preparation and Standardization: Assisting with consular legalization, compiling the electronic dossier according to technical standards, and completing Form A.I.7 for the online registration for foreign investment.
• Online Procedure Execution: Representing investors to register accounts, declare information, and submit the complete dossier on government portals.
• Authority Liaison: Acting on behalf of the investor to monitor the application status and communicate with the investment registration authority.
• Clarification and Finalization: Preparing explanatory documents, resolving issues, and receiving the final approval documents.

Frequently Asked Questions (FAQ)

When is the online registration for foreign investment mandatory?

Registration is mandatory in three cases: (1) The transaction increases foreign ownership in a business line with market access conditions; (2) The transaction results in foreign ownership exceeding 50% of the charter capital; (3) The target company holds land use rights in areas affecting national defense and security. (Legal basis: Clause 2, Article 26, Law on Investment 2020).

What are the main components of the electronic dossier?

The dossier includes: (1) Registration form (Form A.I.7); (2) Copies of legal papers of the investor and target company; (3) In-principle agreement; (4) Copy of the Land Use Rights Certificate (if applicable). (Legal basis: Clause 2, Article 66, Decree No. 31/2021/ND-CP).

Is an online dossier legally valid and what are the technical requirements?

Yes, it has equal legal validity to a paper dossier. It requires approved file formats (PDF, JPG, PNG), a maximum size of 10MB, minimum 300 DPI resolution, and a valid government-standard PKI digital signature. (Legal basis: Clause 1, Article 39, Decree No. 31/2021/ND-CP).

What is the appraisal timeline and consultation process?

The standard appraisal period is 15 days from receipt of a valid dossier. For cases requiring national security review, the investment authority consults the Ministry of National Defense and Ministry of Public Security within 3 working days. The ministries have 7 working days to respond. (Legal basis: Clauses 3 and 4, Article 66, Decree No. 31/2021/ND-CP).

What if a transaction does not fall under the three mandatory registration cases?

The investor does not need to complete the online registration for foreign investment (M&A approval). The target economic organization will directly carry out the procedure for registering the change of members or shareholders at the business registration authority under the Law on Enterprises 2020. (Legal basis: Clause 3, Article 26, Law on Investment 2020).

Conclusion

The online registration for foreign investment streamlines the M&A approval process. Understanding the mandatory registration cases, dossier requirements, and processing procedures helps foreign investors ensure legal compliance. Long Phan Consulting Company is ready to assist you in executing this procedure quickly and accurately. Contact our hotline at 1900636389 for professional consulting services.