Updated: 15 October 2026

To set up a foreign-invested company, a corporate investor must file its parent company's legal documents, proof of financial capacity and authorisations. Every foreign document must be legalised or apostilled, then translated and certified. This note classifies each document so the file goes through in one round.

1. Two procedures, one set of parent documents

Under Article 26 of the Law on Investment No. 143/2025/QH15 (effective 1 March 2026), projects of foreign investors require an IRC, issued by the industrial or economic zone management board or the Department of Finance (Article 27). Under Article 32 of Decree No. 96/2026/ND-CP, the file includes the investor's legal status documents, proof of financial capacity (audited financial statements for the last 2 years, a financial support commitment from the parent or a financial institution, a guarantee or other documents) and the project proposal.

After the IRC, the investor registers the enterprise under Law on Enterprises No. 59/2020/QH14 (as amended by Law No. 76/2025/QH15) and Decree No. 168/2025/ND-CP (as amended by Decree No. 296/2026/ND-CP). For an LLC or JSC with a foreign corporate member or shareholder, the file includes copies of the organisation's legal documents, the appointment of its authorised representative, the representative's ID and the IRC (Articles 21–22 of the Law on Enterprises; Article 24 of Decree No. 168/2025/ND-CP). Copies of legal documents of foreign corporate members must be legalised. The ERC is issued within 3 working days of a valid file (Article 26.5).

The common rule is Article 4.2 of Decree No. 111/2011/ND-CP: "to be recognised and used in Vietnam, foreign papers and documents must be consularly legalised", unless exempt under Article 9; and Article 25 of Decree No. 293/2026/ND-CP exempts apostilled public documents of member states. The same principles apply where the investor acquires an existing company instead of setting up a new one.

2. Parent documents and their legal nature

2.1. Corporate documents. Certificates of incorporation, commercial register extracts and business licences issued by a foreign registry are public documents under Article 1 of the Convention; the original or a registry-certified copy can be apostilled directly. A copy certified by a foreign notary is also a public document (a notarial act), and the apostille attaches to the notary's certificate. The parent's articles and share register are private documents and must be notarised first.

2.2. Financial capacity. Audited financial statements, bank balance confirmations and financial support letters are private documents. A notary or certifying authority in the issuing country must certify the signature or copy first; the apostille attaches to that certificate (Article 11.1 of Decree No. 293/2026/ND-CP excludes uncertified private documents). Commercial and customs documents are outside the Convention and are legalised if requested.

2.3. Authorisations and representatives. Board resolutions on investing in Vietnam, appointments of authorised representatives and powers of attorney for filing are private documents to be notarised before apostille. Passports of the representatives are filed as certified copies; foreigners without a personal identification number file a valid passport copy (Article 11.3 of Decree No. 168/2025/ND-CP). Authorising a service provider to file follows Article 12 of that Decree, with the service contract and an introduction letter.

3. Apostille or legalisation by the parent's country

The relevant country is where the registry, notary or bank issued the document, not the nationality of the parent's owners.

• Korea, Japan, China, Singapore, Hong Kong, the United States, the United Kingdom, France, the Netherlands, India, Thailand (for Thailand, from the date the Convention takes effect for it): apostille in that country, no legalisation in Vietnam.
• Germany, Austria and the Czech Republic objected to Vietnam's accession under Article 12(2) (notified on 20 May, 19 June and 2 July 2026), so the Convention does not apply between Vietnam and each of them. Documents still need consular legalisation: certification by that country's foreign affairs authority or the Vietnamese mission, then legalisation at the Consular Department, the HCMC Department of Foreign Affairs or a provincial People's Committee delegated under Circular No. 03/2026/TT-BNG.
• Taiwan, Malaysia, the UAE, Laos, Cambodia and other non-member states: consular legalisation.
• A Singapore subsidiary of a German group: documents issued in Singapore follow the apostille route.

See also our note on Apostille in Vietnam from 11 September 2026.

4. Translation, certification and online filing

Investment and enterprise registration files are in Vietnamese; foreign-language documents must carry a Vietnamese translation, and the investor is responsible if the translation differs from the original (Article 10 of Decree No. 168/2025/ND-CP). Translations of apostilled documents must be notarised or certified (Article 27 of Decree No. 293/2026/ND-CP). From 1 July 2025, the Law on Notarisation No. 46/2024/QH15 no longer provides for notarising translations; the translator's signature is certified at a notary office or a commune-level People's Committee. The correct order is apostille or legalisation on the original first, translation afterwards, so the certificate is translated too.

From 23 July 2026, Decree No. 296/2026/ND-CP allows filers to declare, upload, pay and authenticate on the National Business Registration Portal with an electronic identification account. Apostilled, translated and certified documents are uploaded electronically; keep the paper originals for comparison on request.

5. Summary by document

6. Practical notes

Risks. Files are returned where private documents were apostilled without prior notarisation, the apostille was placed on the translation instead of the original, German, Austrian or Czech documents carry an apostille instead of legalisation, or the register extract is too old for the registry. Forged documents or revoked apostilles are refused (Article 26 of Decree No. 293/2026/ND-CP) and may lead to revocation of the IRC or ERC.

Impact. Investors from Korea, Japan, China, Singapore, the United States and the EU (except Germany, Austria and the Czech Republic) skip legalisation in Vietnam. German and Austrian investors keep the old process and should budget extra time. Existing mutual legal assistance treaties rarely exempt corporate documents.

7S Law's recommendation. List the parent documents as soon as the investment is decided, split into public and private; notarise and apostille in one batch; ship originals to Vietnam before translating; use one set for both procedures; check the issuing country's status on hcch.net at the time of filing.

7. Frequently asked questions

What should a Singapore parent do with its register extract?
Obtain an apostille in Singapore on the original or registry-certified copy. In Vietnam, only translation and certification of the translator's signature are needed.

Can audited financial statements be apostilled directly?
No. They are private documents and must first be certified by a notary or certifying authority in the issuing country.

What about a German parent?
Consular legalisation as before 11 September 2026, because Germany objected to Vietnam's accession.

Does the representative's passport need an apostille?
No. A certified copy is filed.

Can one set of documents serve both procedures?
Yes, and it should. Prepare enough certified copies for each file.

8. How 7S Law can help

Send us the list of parent company documents and 7S Law will prepare an apostille, translation and certification checklist within one working day, then handle company formation, legalisation and translation.

Appendix: Legal basis

Quoted provisions are unofficial translations by 7S Law.

Author: Lawyer Hoang Thi Thuong

This article is for reference only and reflects the law in force at the date of update. Please consult a lawyer on your specific case before acting.

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