What is the average time to complete the establishment of a foreign-invested company?

The average time to complete all procedures for establishing a foreign-invested company in Vietnam usually ranges from 2-3 months, depending on the scale, business sector, and investment location. For projects subject to Investment Policy Approval by the Prime Minister or the National Assembly, the timeline may be longer.

What is the minimum investment capital required to establish an FDI company in Vietnam?

Vietnamese law does not stipulate a general minimum investment capital for all FDI projects. However, the investment capital must be appropriate for the project's scale and objectives. Some conditional business lines may require a minimum legal capital.

How are "market access conditions" for foreign investors understood?

Market access conditions are legal provisions that foreign investors must comply with when investing in certain sectors or industries in Vietnam. These conditions may include limitations on foreign ownership ratios, investment forms, scope of activities, and requirements for Vietnamese partners, as stipulated in the Law on Investment, guiding Decrees, and Vietnam's international commitments.

What is the difference between an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC)?

The Investment Registration Certificate (IRC) records information about the foreign investor's investment project (objectives, scale, location, capital, schedule). The Enterprise Registration Certificate (ERC) establishes the legal entity status of the enterprise formed to implement that project (name, address, charter capital, legal representative). Foreign investors typically need to obtain an IRC before applying for an ERC.

Are FDI enterprises eligible for investment incentives in Vietnam?

Yes, FDI enterprises may be eligible for investment incentives if their project falls under encouraged sectors/industries or is implemented in areas with difficult or particularly difficult socio-economic conditions, industrial parks, export processing zones, or high-tech parks, as per the Law on Investment and related legal documents. Incentives may include corporate income tax preferences, land rent exemptions/reductions, and import duty incentives.

Is it mandatory for foreign investors to be present in Vietnam throughout the company establishment process?

Foreign investors are not necessarily required to be present in Vietnam throughout the entire process if they legally authorize a consulting service provider, such as Long Phan Consulting Company, to represent them in carrying out the necessary legal procedures.

What is a Direct Investment Capital Account (DICA), and why must FDI enterprises open one?

A Direct Investment Capital Account (DICA) is a payment account in foreign currency or Vietnamese Dong opened by an FDI enterprise at a licensed credit institution in Vietnam to conduct transactions related to direct investment activities in Vietnam (e.g., capital contribution, profit remittance, foreign loan drawdowns and repayments). Opening and using a DICA is mandatory under foreign exchange management regulations.

Trusted Foreign-Invested Company Establishment Services

Phan Mạnh Thăng
August 30, 2026 12:40 pm
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Long Phan Consulting provides comprehensive services for trusted foreign-invested company establishment, from determining market access conditions to obtaining an Investment Registration Certificate (IRC), an Enterprise Registration Certificate (ERC), and opening a direct investment capital account. From March 1, 2026, the 2025 Law on Investment (No. 143/2025/QH15) allows foreign investors to choose to establish an enterprise first and then complete the IRC procedure within 12 months, instead of being required to obtain the IRC beforehand as under the previous regulations. This is one of the most significant changes in investment law that investors should understand in order to select the appropriate roadmap, avoid filing with the wrong authority, and prevent delays in project implementation.

Establishing a foreign invested company in Vietnam through two available investment pathways — Foreign investors may establish a company in Vietnam by selecting the appropriate IRC and enterprise registration pathway based on applicable investment conditions.

Legal Notes:

From March 1, 2026, foreign investors may choose to establish an economic organization before applying for the Investment Registration Certificate.
This replaces the previous mandatory sequence under the 2020 Law on Investment (Clause 2, Article 19, 2025 Law on Investment).
If enterprise registration is completed first, the Investment Registration Certificate must be obtained within 12 months from the date of establishment (Clause 4, Article 72, Decree No. 96/2026/ND-CP).
The Business Registration Office now sits under the Department of Finance, not the Department of Planning and Investment.
Nominee capital contribution arrangements are prohibited under Decree No. 296/2026/ND-CP; investors must register under the name of the actual beneficial owner of the contributed capital.

Market-Access Conditions for Foreign Investors

Market-access conditions under Article 8 of the 2025 Law on Investment determine the ownership ratio, investment form, and scope of operation permitted for foreign investors in Vietnam. Investors must identify the intended business line before preparing their dossier, since this is a prerequisite for the entire foreign-invested company establishment process.

List of Business Lines with Restricted Market Access (Article 8, 2025 Law on Investment)

Foreign investors are subject to the same market-access conditions as domestic investors, except for business lines on the List of business lines with restricted market access published by the Government. This list is divided into two groups: business lines not yet open to market access, and business lines with conditional market access (Clause 2, Article 8, 2025 Law on Investment). Market-access conditions include the ratio of charter capital ownership, investment form, scope of operation, and investor capacity (Clause 3, Article 8, 2025 Law on Investment).

Conditional Business Lines Narrowed to 142 Sectors (Resolution No. 66.17/2026/NQ-CP)

Resolution No. 66.17/2026/NQ-CP, effective from July 1, 2026 to February 28, 2027, reduces the list of conditional business investment lines from 198 to 142 sectors. Article 5 of this Resolution preserves the validity of sub-licenses already issued during the transition period. Investors planning to operate in a conditional business line should check the narrowed list before determining the required sub-license procedure.

Authority to Issue the Investment Registration Certificate (Article 27, 2025 Law on Investment)

Identifying the correct receiving authority based on the project location helps investors avoid filing with the wrong office and losing time on file transfers. Under Article 27 of the 2025 Law on Investment, authority to issue the Investment Registration Certificate is allocated by the project’s geographic location, not by enterprise type or capital scale.

Management boards of industrial parks, export-processing zones, hi-tech parks, and economic zones issue, adjust, and revoke the Investment Registration Certificate for projects located within these zones (Clause 1, Article 27, 2025 Law on Investment).

The Department of Finance issues, adjusts, and revokes the Investment Registration Certificate for projects located outside industrial parks, export-processing zones, hi-tech parks, and economic zones (Clause 2, Article 27, 2025 Law on Investment). This office is also the business registration authority that directly receives enterprise registration dossiers, following the restructuring of investment and enterprise management functions under a single provincial-level office.

>>>See more: When is it Required to Apply for an Investment Registration Certificate?

Market access conditions for foreign investors covering business sectors and ownership ratios — Foreign investors should review the proposed business sector, investment form, ownership ratio, and permitted scope of operations before preparing the application.

Foreign-Invested Company Establishment Process

From March 1, 2026, Clause 2, Article 19 of the 2025 Law on Investment abolishes the requirement to have an investment project before establishing an economic organization, opening two parallel pathways for foreign investors. Each pathway has its own dossier, competent authority, and processing time under Decree No. 96/2026/ND-CP; investors should select the pathway that matches their project readiness and capital-mobilization plan.

Pathway 1: Investment Registration Certificate First, Then Enterprise Registration

This is the traditional sequence, suitable when the investor already has a complete project dossier. The investor files for the Investment Registration Certificate under Article 39 of Decree No. 96/2026/ND-CP. The investment registration authority issues the certificate within 10 working days from receipt of a valid dossier (Clause 3, Article 39, Decree No. 96/2026/ND-CP). Once the IRC is issued, the investor then files for the Enterprise Registration Certificate.

Pathway 2: Enterprise Registration First, IRC Completed Within 12 Months

Foreign investors may establish the economic organization to implement the investment project before obtaining the Investment Registration Certificate. This is allowed provided the market-access conditions under Article 8 of the 2025 Law on Investment are met at the time of enterprise registration (Clause 2, Article 19, 2025 Law on Investment). The enterprise registration application in this case must include a commitment to satisfy market-access conditions.

The enterprise must complete the Investment Registration Certificate procedure within 12 months from the date the Enterprise Registration Certificate is issued (Clause 4, Article 72, Decree No. 96/2026/ND-CP). This pathway shortens the time for the investor to obtain legal-entity status in Vietnam to sign contracts, open accounts, and hire staff. It requires strict compliance with the IRC deadline to avoid subsequent legal risk.

Post-Establishment Steps: Seal Making, Capital Account, Tax Registration, and Charter Capital Contribution

Regardless of the pathway chosen, a foreign-invested enterprise must complete several post-establishment procedures. These are making the corporate seal, opening a direct investment capital account at a licensed bank, and initial tax registration. The enterprise must also contribute the registered charter capital in full within 90 days from the date the Enterprise Registration Certificate is issued (Clause 2, Article 47, 2020 Law on Enterprises).

>>>See more: Procedures for disclosing project information are not subject to policy approval

Two pathways for establishing a foreign invested company with IRC and ERC procedures — Depending on the investment structure, investors may obtain the IRC before enterprise registration or establish the enterprise first and complete the IRC afterward.

Dossier Requirements for Each Stage

The dossiers below are grouped by the two stages, based on Decree No. 96/2026/ND-CP for the investment dossier and Decree No. 168/2025/ND-CP for the enterprise dossier. This helps investors prepare once and avoid repeated supplementation that delays processing.

Investment Registration Certificate Dossier (Article 39, Article 32, Decree No. 96/2026/ND-CP)

The investment registration dossier includes a written proposal for the investment project, documents on the investor’s legal status, and the investment project proposal itself. It also requires documents proving financial capacity, such as financial statements for the latest two years, a parent company’s financial support commitment, or a financial guarantee. Documents on the right to use the project site are also required (Clause 1, Article 39, Article 32, Decree No. 96/2026/ND-CP). Investors may submit the dossier in paper form or online through the National Investment Information System (Article 42, Article 43, Decree No. 96/2026/ND-CP).

Enterprise Registration Certificate Dossier (Article 21, 2020 Law on Enterprises as Amended in 2025, Decree No. 168/2025/ND-CP)

The dossier for registering a limited liability company follows Article 21 of the 2020 Law on Enterprises as amended by Law No. 76/2025/QH15. It comprises the enterprise registration application, the company charter, the list of members (except for single-member companies), and the legal documents of members and the legal representative. Investors may submit the dossier directly at the business registration authority, by post, or through the electronic information network (Article 26, 2020 Law on Enterprises as amended in 2025; Decree No. 168/2025/ND-CP).

Opening and Using a Foreign Direct Investment Capital Account

This mandatory step legitimizes the foreign investor’s capital contribution flow, carried out under Circular No. 38/2026/TT-NHNN, the current foreign-exchange management framework, effective from August 18, 2026.

Principles for Opening a Direct Investment Capital Account (Circular No. 38/2026/TT-NHNN)

Circular No. 38/2026/TT-NHNN of the State Bank of Vietnam, effective from August 18, 2026, replaces Circular No. 06/2019/TT-NHNN in full and governs foreign-exchange management for foreign investment activities in Vietnam. An economic organization with a foreign investor holding more than 50% of charter capital must open a direct investment capital account at a licensed bank. If the foreign ownership ratio falls to 50% or below, the enterprise must switch to an ordinary payment account.

Obligation to Transfer Capital Through the Correct Account to Avoid Foreign-Exchange Violations

All transactions for capital contribution, profit receipt, and capital transfer by a foreign investor must be carried out through the direct investment capital account (Article 9, Circular No. 38/2026/TT-NHNN). Transferring contributed capital through an ordinary payment account or a personal account violates foreign-exchange management regulations and directly affects the recording of contributed charter capital and subsequent tax finalization.

Choosing the Right Enterprise Type

The table below compares three enterprise types under the 2020 Law on Enterprises as amended in 2025. These are a single-member limited liability company (Article 74), a multi-member limited liability company (Article 46), and a joint-stock company (Article 111). It compares the number of investors, capital-mobilization capacity, and level of liability for each type. This helps investors select the correct enterprise type from the outset and avoid a later conversion after operations have begun.

Criteria	Single-Member LLC	Multi-Member LLC	Joint-Stock Company
Number of investors	1 investor (individual or organization)	2 to 50 members	At least 3 founding shareholders, no maximum
Capital-mobilization capacity	Low; capital increase only from the owner	Moderate; by admitting additional contributing members	High; may issue shares and list on an exchange
Asset liability	Owner liable within the committed charter capital	Members liable within their contributed capital	Shareholders liable within their purchased shares
Best suited for	A single investor seeking full control	A joint venture with few fixed partners	A project needing broad capital mobilization with expansion plans

Common Errors That Cause Dossiers to Be Rejected or Delayed

Each error below is linked to a specific legal basis for investors to check before filing.

Choosing a business line not yet open to market access without applying for the appropriate market-access condition (Article 8, 2025 Law on Investment).
Using a nominee capital contribution structure, registering the nominee’s name instead of the actual investor’s name (Decree No. 296/2026/ND-CP).
Filing with the wrong competent authority based on project location, for example filing with the Department of Finance when the project is inside an industrial park (Article 27, 2025 Law on Investment).
Choosing Pathway 2 but failing to complete the IRC procedure within 12 months from the enterprise establishment date (Clause 4, Article 72, Decree No. 96/2026/ND-CP).
Failing to contribute the full registered charter capital within 90 days from the date the Enterprise Registration Certificate is issued (Clause 2, Article 47, 2020 Law on Enterprises).
Transferring contributed capital through an account other than the direct investment capital account, violating foreign-exchange management regulations (Circular No. 38/2026/TT-NHNN).

Trusted Foreign-Invested Company Establishment Services at Long Phan Consulting

Long Phan Consulting provides trusted foreign-invested company establishment services for investors seeking to enter and operate in the Vietnamese market. Our legal team directly assists foreign investors with the following matters:

Advising on market access conditions applicable to the intended business sectors and recommending an appropriate establishment roadmap, either Roadmap 1 or Roadmap 2.
Preparing and reviewing the application dossier for an Investment Registration Certificate (IRC) in accordance with Decree No. 96/2026/ND-CP.
Preparing the enterprise registration dossier, company charter, and commitments to satisfy market access conditions in accordance with the selected type of enterprise.
Representing investors in working with the Management Boards of industrial parks, export processing zones, hi-tech parks, economic zones, or the Department of Finance, depending on the competent authority.
Assisting with opening a direct investment capital account at an authorized bank in accordance with Circular No. 38/2026/TT-NHNN.
Assisting with corporate seal procedures, initial tax declarations, and monitoring the contribution of charter capital within the 90-day statutory period.

Clients may send their case documents via email at info@longphanpmt.com or via Zalo at 0906.735.386 for a preliminary assessment.

Frequently Asked Questions About Establishing a Foreign-Invested Company

Below are some of the most common issues foreign investors encounter when establishing a company in Vietnam. Each answer refers to the relevant provisions of current regulations and explains the corresponding support provided by Long Phan Consulting.

1. How long does it take to establish a foreign-invested company?

Under Roadmap 1, the Investment Registration Certificate is issued within 10 working days from the date a valid dossier is received under Clause 3, Article 39 of Decree No. 96/2026/ND-CP, plus the time required to obtain the Enterprise Registration Certificate under Decree No. 168/2025/ND-CP. Under Roadmap 2, the enterprise obtains legal entity status immediately after enterprise registration but must complete the IRC procedure within 12 months. Long Phan Consulting prepares the dossiers and monitors the processing progress under both roadmaps to help shorten the actual implementation time.

2. Is it mandatory to obtain an Investment Registration Certificate before establishing a company?

No. Under Clause 2, Article 19 of the 2025 Law on Investment, a foreign investor may choose to establish an economic organization before applying for an Investment Registration Certificate, provided that the market access conditions under Article 8 of the 2025 Law on Investment are satisfied at the time of enterprise registration. Long Phan Consulting reviews each specific case and recommends the appropriate roadmap before the investor submits any application.

3. Where should the application for an Investment Registration Certificate be submitted?

The competent authority depends on the project location. Projects located in industrial parks, export processing zones, hi-tech parks, or economic zones are submitted to the relevant Management Board, while projects located outside these zones are submitted to the Department of Finance under Article 27 of the 2025 Law on Investment. Long Phan Consulting identifies the correct competent authority and represents investors in submitting dossiers to minimize the risk of filing with the wrong authority.

4. At what foreign ownership ratio is a direct investment capital account required?

An economic organization in which foreign investors hold more than 50% of the charter capital is required to open a direct investment capital account at an authorized bank under Circular No. 38/2026/TT-NHNN. If foreign ownership decreases to 50% or less, the enterprise must switch to an ordinary payment account. Long Phan Consulting assists in preparing the required documents and working directly with the authorized bank to open the appropriate account.

5. How long do investors have to fully contribute the registered charter capital?

Investors must fully contribute the registered charter capital within 90 days from the date the Enterprise Registration Certificate is issued, unless the company charter or the agreement for subscription of capital contributions or shares provides for a shorter period, pursuant to Clause 2, Article 47 of the 2020 Law on Enterprises.

6. Can one person contribute capital on behalf of another person who is named as the investor in a foreign-invested company?

No. Decree No. 296/2026/ND-CP prohibits nominee capital contribution arrangements. The investor named in the investment registration and enterprise registration dossiers must be the actual beneficial owner of the capital contribution.

7. Which type of enterprise is most suitable for a single foreign investor?

A single-member limited liability company is generally suitable where there is only one investor and no short-term plan to admit additional members, because the owner has full decision-making authority and bears liability only within the committed charter capital. If broader capital raising is anticipated, a joint stock company may be more appropriate.

Conclusion

For trusted foreign-invested company establishment in Vietnam, Long Phan Consulting assists investors throughout the entire process, from market-access assessment and enterprise registration to IRC procedures and post-establishment compliance. Investors should determine the applicable market access conditions, the competent authority, and the obligation to open a direct investment capital account from the outset to avoid rejected applications or delays in project implementation. Long Phan Consulting assists investors throughout the entire process. Please contact Hotline 1900636389 for direct consultation.

📚 This article has been professionally reviewed based on the following legal documents:

2025 Law on Investment.
2020 Law on Enterprises.
Decree No. 96/2026/ND-CP detailing and providing guidance on the implementation of certain provisions of the Law on Investment, with a focus on procedures, processes, and business support policies in Vietnam.
Decree No. 35/2022/ND-CP regulating the management of industrial parks and economic zones in Vietnam and replacing Decree No. 82/2018/ND-CP.
Decree No. 123/2020/ND-CP regulating the management and use of invoices for the sale of goods and provision of services, and the management and use of documents for tax procedures.
Note: Laws and regulations may change over time. Please contact Long Phan Consulting directly via Hotline 1900.63.63.89 for the latest advisory updates.

Phan Mạnh Thăng

Mr. Phan Manh Thang, CEO, is the founder of Long Phan Investment Consulting and Legal Services Company Limited. With over 13 years of experience in the fields of land and corporate law, CEO Phan Manh Thang has been advising and partnering with numerous clients throughout their business operations and enterprise expansion. Concurrently, he serves as the Managing Lawyer of Long Phan PMT Law Firm, established in 2019. His specialized expertise and practical experience have consistently earned him the trust and high regard of his clients.

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