Last updated: 07/10/2026

(7slaw.vn) – From 01/3/2026, company formation in Vietnam by foreign investors is governed by a new set of rules that changes the order in which a foreign-owned company is licensed. The Law on Investment No. 143/2025/QH15 dated 11/12/2025 restates the market access principle for foreign investors and, for the first time, allows a foreign investor to establish the enterprise before applying for an Investment Registration Certificate. This legal framework was further completed in 2026 when the Government issued Decree No. 96/2026/ND-CP dated 31/3/2026, which sets a time limit of 10 working days for the Investment Registration Certificate and publishes the new list of sectors with restricted market access. Notably, the new rules not only shorten the statutory licensing time but also allow the company to exist, sign a lease and open its capital account while the investment project is still being registered.

For ease of reference, the table below summarises the competent authority, statutory time limits, state fees, key documents and legal basis of company formation in Vietnam for foreign investors; each item is analysed in the sections that follow.

1. Who may set up a company in Vietnam as a foreigner and under which conditions

First of all, the starting point is the market access principle. Under Article 8 of the Law on Investment No. 143/2025/QH15, a foreign investor is subject to the same market access conditions as a domestic investor, except for the sectors listed by the Government in the List of sectors with restricted market access for foreign investors. In other words, a foreign individual or organisation may set up a company in Vietnam as a foreigner in any business line that is not on the list, on the same terms as a Vietnamese investor.

Specifically, the list is published as Appendix I of Decree No. 96/2026/ND-CP, which replaces Decree No. 31/2021/ND-CP: Section A lists sectors not yet open to foreign investors, and Section B lists sectors in which market access is subject to conditions. The conditions in Section B usually concern the foreign ownership ratio, the form of investment, the scope of activities or the requirement to have a Vietnamese partner, and are drawn from Vietnam's WTO and free trade agreement commitments and from domestic law.

A point to note is that market access conditions are distinct from conditional business lines. Article 7 of the Law on Investment and its Appendix IV, effective from 01/7/2026, list business lines that require a sub-licence after the company is formed and apply to domestic and foreign investors alike.

In this respect, Article 26 of the Law on Investment requires an Investment Registration Certificate for a project of a foreign investor and for a project of an economic organisation in which foreign investors hold more than 50% of the charter capital. Investment by way of capital contribution or purchase of shares in an existing Vietnamese company follows a separate procedure, described in the 7S Law article on foreign investors acquiring capital in a Vietnamese company.

2. Documents for company formation in Vietnam

Turning to documentation, the investment registration file is the heavier of the two. Under Decree No. 96/2026/ND-CP, the application for an Investment Registration Certificate for a project not subject to investment policy approval comprises:

a) A written request for implementation of the investment project;

b) Documents on the legal status of the investor: a passport copy for an individual, or a certificate of incorporation or equivalent document for an organisation;

c) Documents proving financial capacity: the investor's latest financial statements, a bank balance confirmation or a parent company guarantee;

d) An investment project proposal stating the objectives, scale, investment capital, location, duration, schedule, labour demand and incentives requested;

đ) Documents on the project location: a lease agreement or memorandum of understanding and the landlord's documents proving the right to lease the premises;

e) Other documents required by law for the project, and a power of attorney where the file is submitted by an authorised representative.

Next, the enterprise registration file under the Law on Enterprises and Decree No. 168/2025/ND-CP dated 30/6/2025 comprises:

a) The application for enterprise registration;

b) The company charter;

c) The list of members, or the list of founding shareholders and shareholders who are foreign investors;

d) The list of beneficial owners, introduced by Law No. 76/2025/QH15 dated 17/6/2025 and explained in the 7S Law article on beneficial owners of an enterprise;

đ) Copies of the legal documents of the members or shareholders and of the legal representative;

e) The Investment Registration Certificate, where already issued, or the investor's market access commitment where the company is established first.

A point to note is the formality of foreign documents: documents issued abroad must be consularly legalised, unless a treaty exemption applies, and translated into Vietnamese with a notarised or certified translation. Since the certificate of incorporation, financial statements and power of attorney all go through this process, legalisation should start before the office lease is signed.

3. Step-by-step procedure for company formation in Vietnam

From an implementation standpoint, company formation in Vietnam for a foreign investor follows five steps. The conventional sequence is set out below; the alternative sequence introduced by the Law on Investment 2025 is explained after Step 5.

At the same time, the Law on Investment 2025 opens a second route. Under Article 19 of the Law and Article 72 of Decree No. 96/2026/ND-CP, a foreign investor may establish the economic organisation first, provided that it satisfies the market access conditions at the time of enterprise registration and undertakes to do so in the file. The company then applies for the Investment Registration Certificate for the business lines on its Enterprise Registration Certificate within 12 months, and may implement the project only once that certificate is issued; until then it may sign the office lease, open the capital account and recruit staff. This route suits investors who need a Vietnamese legal entity early, for example to take part in a tender. Details of both routes are on the 7S Law service page on company formation services.

4. Statutory time limits and company registration in Vietnam cost

With regard to time limits, the statutory periods are 10 working days for the Investment Registration Certificate and 03 working days for the Enterprise Registration Certificate, each counted from receipt of a valid file. The time required for consular legalisation, translation and any written request from the authority for amendments is not part of the statutory period.

On the question of state fees, no fee is prescribed for the issuance of the Investment Registration Certificate. For enterprise registration, Circular No. 47/2019/TT-BTC of the Ministry of Finance dated 05/8/2019 sets the fee at VND 50,000 per application and exempts enterprises that register online; Circular No. 64/2025/TT-BTC dated 30/6/2025 reduces that fee by 50% from 01/7/2025 to the end of 31/12/2026. The fee for publication of enterprise registration content is payable in addition.

Accordingly, the recurring licence tax that every new company previously had to declare no longer applies: Resolution No. 198/2025/QH15 of the National Assembly dated 17/5/2025 terminates the collection and payment of the licence tax from 01/01/2026.

Finally, on capital, Vietnamese law sets no general minimum charter capital for a foreign-owned company. However, the investment registration authority assesses whether the registered capital is consistent with the scale of the project, and sector-specific laws impose legal capital in fields such as banking, insurance, securities, real estate business and certain education services. Whatever is registered must be contributed in full within 90 days of the Enterprise Registration Certificate; otherwise the company must register a reduction of charter capital.

5. Impact assessment and notes (7S Law's view)

5.1. Legal risks and sanctions

Three points of exposure follow from the rules above. First, a company established under the second route that fails to obtain the Investment Registration Certificate within 12 months, or implements the project before it is issued, acts outside Article 72 of Decree No. 96/2026/ND-CP and risks administrative penalties and refusal of the certificate. Second, failure to contribute charter capital within 90 days obliges the company to register a reduction of charter capital and is an administrative violation. Third, capital remitted outside the direct investment capital account is not recognised under Circular No. 38/2026/TT-NHNN, which affects the later repatriation of profits. Penalties are prescribed in Decree No. 122/2021/ND-CP, as amended by Decree No. 288/2026/ND-CP.

5.2. Impact by investor group

From this arise different consequences depending on the profile of the investor.

a) Individual investors and small service companies benefit most from the shortened time limits and the option to form the company first, because their business lines are usually open without conditions. The main risk is under-estimating the time needed to legalise documents and to secure a lease from a landlord who can prove the right to lease.

b) Corporate groups entering conditional sectors such as logistics, education, advertising or telecommunications need to verify the ownership ceiling and the form of investment under Section B of Appendix I before choosing between a wholly foreign-owned company and a joint venture. For this group the second route carries more risk, since the market access commitment is given before the authority has examined the file.

c) Investors appointing a foreign legal representative must ensure that at least one legal representative resides in Vietnam, as required by Article 12 of the Law on Enterprises, and that the resident representative holds a work permit or an exemption confirmation, which may be arranged through the 7S Law service on work permits for foreign employees.

5.3. Recommendations

On that basis, 7SLAW considers that a foreign investor should complete the market access check and the legalisation of documents before signing any lease, register a charter capital that can be remitted within 90 days, and open the direct investment capital account before any funds are transferred. The second route is appropriate only where the business lines are clearly open to foreign investment; otherwise the conventional sequence remains the safer choice.

6. Illustrative scenarios

To illustrate how the two routes apply, below are two scenarios that investors commonly raise.

Scenario 1. A Singapore-incorporated software company wishes to form a wholly foreign-owned limited liability company in Ho Chi Minh City for software development and IT services. These business lines are not listed in Appendix I of Decree No. 96/2026/ND-CP. The investor legalises its certificate of incorporation, financial statements and power of attorney, signs a lease and files for the Investment Registration Certificate, which must be issued within 10 working days of a valid application; the Enterprise Registration Certificate follows within 03 working days, and charter capital is remitted into the capital account within 90 days.

Scenario 2. A Japanese investor needs a Vietnamese legal entity within a short time to sign a distribution agreement. The investor registers the company first under Article 19 of the Law on Investment, committing to satisfy market access conditions, and receives the Enterprise Registration Certificate within 03 working days. The company signs the lease and opens its capital account, but may not begin distribution until the Investment Registration Certificate is issued within 12 months. Since distribution is subject to conditions under Section B of Appendix I, the investor confirms the ownership ratio and the goods to be distributed before giving the commitment.

7. Frequently asked questions

Below are the questions 7SLAW most often receives from foreign investors about company formation in Vietnam.

a) Can a foreigner own 100% of a company in Vietnam?

Yes, in any business line not listed in Appendix I of Decree No. 96/2026/ND-CP, and in listed business lines where the conditions permit full foreign ownership. Sectors in Section B may cap the foreign ownership ratio or require a Vietnamese partner.

b) How long does company formation in Vietnam take in 2026?

The statutory time limits are 10 working days for the Investment Registration Certificate and 03 working days for the Enterprise Registration Certificate, each counted from receipt of a valid application; document preparation and legalisation take place before these periods start.

c) What is the minimum capital to set up a company in Vietnam as a foreigner?

There is no general statutory minimum. The authority assesses whether the capital is consistent with the project, and sector-specific laws set legal capital for regulated industries. The registered amount must be contributed in full within 90 days of the Enterprise Registration Certificate.

d) Do I need an Investment Registration Certificate before the company exists?

Not necessarily. Since 01/3/2026, Article 19 of the Law on Investment No. 143/2025/QH15 allows a foreign investor to establish the company first, provided the market access conditions are satisfied, and to obtain the Investment Registration Certificate within 12 months; the project may be implemented only once that certificate is issued.

đ) What are the state fees for company registration in Vietnam?

No fee is charged for the Investment Registration Certificate. The enterprise registration fee is VND 50,000, reduced by 50% until 31/12/2026 under Circular No. 64/2025/TT-BTC and exempt for online filing; the publication fee is payable in addition. The licence tax has not been collected since 01/01/2026.

Author: 7S FDI Desk

8. Appendix – Legal basis

For ease of reference, the legal instruments and provisions cited in this article are compiled in the table below. Quotations are unofficial translations of the Vietnamese text.

This article provides legal information as at the date of update and does not replace legal advice for any specific case.

Contact 7S Law: +84 877 523 888 – lienhe@7slaw.vn