tradewithviet.com

Setting Up Your FDI Company in Vietnam

A visual guide to navigating the legal landscape for foreign investors, from initial planning to full operation.

Core Licensing Process

2

Certificates

(IRC & ERC)

Minimum Statutory Timeline

18+

Working Days

(Excludes document prep & conditional approvals)

Capital Injection Deadline

90

Days

(Post-ERC Issuance)

Roadmap

The Three-Phase Journey to Establishment

Each phase unlocks the next to ensure orderly, compliant setup.

1

Pre-Investment Planning

Strategy, documentation, groundwork.

2

Core Licensing

Obtaining IRC & ERC certificates.

3

Post-Licensing Setup

Becoming fully operational.

Phase 1: Pre-Investment Planning

Decisions & paperwork that de-risk applications later.

  • 1.
    Define Structure

    LLC, JSC, or JV; check foreign ownership limits.

  • 2.
    Finalize Details

    Name, business lines (VSIC), charter capital, location.

  • 3.
    Secure Address

    Lease a commercially-zoned office.

  • 4.
    Prepare Documents

    Legalize, notarize, translate foreign documents.

Phase 2: Licensing Timelines

IRC generally takes longer than ERC.

Phase 3: Post-Licensing Compliance Checklist

After ERC issuance, complete these steps before operations.

Company Seal & Bank Accounts

Engrave seal; open a DICA for capital injection and a VND operating account.

Tax & Labor Registration

Choose tax method, appoint chief accountant, register labor usage, pay Business License Tax.

Final Approvals

Conditional sectors need sub-licenses. Foreign legal reps: Work Permit & TRC.

Documentation Breakdown by Type

Three main categories—prepare, legalize, translate.

Key Document Requirements

👤 Individual Investors

  • Notarized Passport Copy
  • Personal Bank Statement

🏢 Corporate Investors

  • Certificate of Incorporation
  • Financial Statements (last 2 years)
  • Power of Attorney

📄 Project

  • Investment Project Proposal
  • Office/Land Lease Agreement

⚠️ Legalization is Essential

All foreign-issued documents must be consular legalized, then translated and notarized in Vietnam.

Sources & Legal Definitions

📋 Key Abbreviations

IRC
Investment Registration Certificate
ERC
Enterprise Registration Certificate
DICA
Direct Investment Capital Account
VSIC
Vietnam Standard Industrial Classification

⚖️ Primary Legal References (Vietnam)

  • Investment Law 2020 (Law No. 61/2020/QH14)
  • Enterprise Law 2020 (Law No. 59/2020/QH14)
  • Decree 31/2021/ND-CP (guides Investment Law)
  • Decree 01/2021/ND-CP (enterprise registration)

ℹ️ Framework as of 2024/2025; subject to change—consult a legal professional.