Complete Process of Company Registration in Vietnam for Foreign Investors

LHD Law Firm is a leading Vietnamese law firm that provides comprehensive legal, tax, and business advisory services to foreign investors and domestic enterprises. With over a decade of experience, LHD has built strong expertise in navigating Vietnam’s complex legal landscape, especially for clients entering or expanding in the market.

Registering a Foreign-Owned Enterprise (FOE) in Vietnam is a highly structured legal process that requires meticulous planning and execution in compliance with the country’s Law on Investment and Law on Enterprises. How to Registering a company in Vietnam as a foreigner this journey can be broken down into three critical phases: pre-application, official licensing, and post-incorporation compliance.

Pre-Application and Strategy Development

The initial phase is about strategic planning and laying the legal groundwork. Foreign investors must first decide on the appropriate business entity; the most popular choice is a Limited Liability Company (LLC), which can be 100% foreign-owned. Crucially, they must clearly delineate their business lines, which must be checked against Vietnam’s negative list and various market access conditions to ensure regulatory compliance with international commitments (like the WTO).

Financially, the company must declare a sufficient amount of charter capital suitable for its operational scale. To prove their commitment, investors are required to submit proof of financial capacity, usually in the form of a bank balance certificate from the investor’s home country, confirming funds equivalent to or exceeding the registered capital. Furthermore, a valid registered address in Vietnam, evidenced by a lease agreement, is mandatory for all applications. Lastly, the appointment of a Legal Representative, who is responsible for the company’s legal activities, must be finalized before the submission process begins.

The Official Licensing Process How to Registering a company in Vietnam as a foreigner

The formal registration takes place at the local Department of Planning and Investment (DPI) and involves securing two core certificates sequentially.

1. Investment Registration Certificate (IRC)

This is the first and often most time-consuming certificate. The IRC officially grants the foreign investor the right to conduct their investment project in Vietnam. The application package requires comprehensive documents, including the project proposal, the investor’s legal papers (e.g., Certificate of Incorporation or Passport), which must be authenticated via consular legalization and notarization, and the aforementioned proof of capital. The processing time for the IRC typically takes around 15 working days, though complex projects or those requiring inter-agency consultation may take longer.

2. Enterprise Registration Certificate (ERC)

Once the IRC is secured, the applicant proceeds to apply for the ERC (or Business Registration Certificate). The issuance of the ERC formally establishes the company as a legal entity in Vietnam, complete with a unique business code that doubles as its Tax Code. Key documents for this stage include the application, the company’s Charter/Articles of Association, and the list of founding members/owners. This stage is much quicker, usually taking only 3 to 5 working days.

Post-Incorporation Compliance

Upon obtaining the IRC and ERC, the company is still not fully ready for operation and must fulfill several essential post-incorporation requirements. The company must promptly create and publicly register its company seal on the national portal. Financial obligations require opening two corporate bank accounts: a Capital Account (to receive the foreign investment) and an Operating Account. It is critical that the full charter capital be transferred to the Capital Account within 90 days of the ERC issuance date.

Finally, the company must register with the tax authorities for its initial tax status, secure a digital signature token for electronic tax declarations (including mandatory e-invoicing), and pay the annual Business License Tax. They must also register with the local labor department, ensuring full adherence to Vietnamese labor laws concerning employment contracts and mandatory social insurance contributions. Given the detailed nature of documentation and strict deadlines, many foreign firms opt to engage a local consulting firm to manage these complexities and ensure ongoing legal compliance.

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