Foreign-invested company
A separate Vietnam company for the proposed business. Review ownership, market access, capital, premises and the registration and sector requirements before selecting the structure.
Enter & invest in Vietnam
Choose the legal route for your investment in Vietnam, from a new company or acquisition to project changes, ongoing compliance and exit. Duong Tri Law helps identify the issues and work to address at the stage your investment has reached.
The first discussion clarifies your objectives, the information still needed and the proposed scope. Legal review and implementation are provided under the agreed engagement.
Where are you now?
Choose a structure around the activity
Representative office
Consider a liaison and market-research presence where direct revenue-generating business is not the intended function. Review the foreign trader, proposed activities, premises and licence conditions.
Branch
Assess whether the foreign trader and proposed activities qualify for a branch. Do not assume that every business can use this route or that a branch licence replaces sector requirements.
Plan the next step
For a new business, use foreign-invested company formation to coordinate setup and IRC services for project-specific registration. If you are buying into an existing business, start with M&A & transactions and legal due diligence before the ownership-change procedure.
After setup, coordinate employment, work authorisation and residence through Employment & immigration. Capital, location, licences and incentives need review against the actual business; no universal capital amount or completion timetable is assumed.
Start with your business plan
An investment involves more than incorporation. Identifying the stage you have reached helps determine which procedures are relevant and which obligations will continue after registration.
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Explore and structure
Clarify the proposed activities, type of presence, ownership, funding and location before choosing an investment structure.
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Prepare and register
Organise the investor, project, capital and premises documents. Establish the sequence for an Investment Registration Certificate (IRC), an Enterprise Registration Certificate (ERC), a capital transaction or another form of presence.
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Operate, change or exit
Keep track of investment reports, sector licences, foreign personnel, project amendments, capital or project transfers and any eventual closure procedures.
Choose a route for your investment objective
Start with what you want to do and the stage your investment has reached. The appropriate route depends on the investor, activities, market access and existing records.
| Your objective | Route to assess | What to clarify and where to go next |
|---|---|---|
| Build a new business | A company with foreign investment | Activities, ownership, capital, premises and project conditions. Explore company formation services → |
| Invest in an existing business | A capital contribution or acquisition of shares or capital interests | The target’s licences, liabilities, ownership and transaction requirements. Capital contributions and acquisitions → |
| Liaison, research and promotion | A representative office | The foreign trader’s eligibility and the permitted activities. Direct revenue-generating business requires a suitable operating route. Representative office service → |
| Operate through a branch | A foreign trader’s branch | The parent’s eligibility, sector rules and licensed scope. Foreign-trader branch service → |
| Perform a foreign contractor’s project or contract | A contractor’s operating office | The contractor’s role, project and applicable permits; its basis differs from a representative office. Contractor operating office service → |
| Change, transfer or conclude an investment | Project, company and licence review | Identify what changes and which existing records are affected. Review changes and exit → |
Clarify what is being acquired. An acquisition of shares or capital interests and a transfer of an investment project involve different legal work. Review the ownership, project rights, licences, land rights, liabilities and transaction structure before selecting the procedure.
Move from the investment plan to the right service
Once the route is clear, the next step is to match the work to your project’s actual status. The service pages explain the relevant requirements, documents and scope of assistance.
Register an investment project
Determine whether an IRC is required, then prepare the project’s objectives, investor details, capital, location and implementation schedule. Project approvals and company registration must be considered in the correct sequence for the case.
Maintain the project’s records
Review changes to the investor, capital, objectives, location, scale or schedule against the current registration. Reconcile monitoring and evaluation reports with the IRC, actual progress and previous reporting periods.
Arrange foreign personnel
Before an overseas manager, executive, expert or other worker starts work, review the role, qualifications and supporting records. If an exemption may apply, determine whether exemption confirmation or notification is required.
Plan lawful residence
Match the entry purpose, sponsoring entity and current residence status to the appropriate visa or temporary residence card route. An investor, employee and family member may qualify on different grounds and for different periods.
For a new Vietnamese company, see our FDI company formation service. It covers the formation process in detail, including market access, ownership, capital, premises and the IRC/ERC sequence.
Keep the investment compliant as it operates
An IRC records an investment project; an ERC records the company’s registration. Neither replaces the obligations associated with funding, reporting, licences, employees and the business’s actual activities.
Capital, project progress and reports
Monitor capital contributions and implementation against the registered schedule. Identify the reports and reporting periods that apply to the project, and keep the figures consistent with its actual position.
Sector licences and operating conditions
Conditional activities may require additional licences, suitable premises, qualified staff, equipment, capital, deposits or other operating conditions before products or services can be offered.
Project and company changes
Check changes to capital, investors, project objectives, premises, the registered office, legal representative or other registered particulars across the IRC, ERC and internal company records.
Employment and immigration
Keep work permits or exemption grounds aligned with each person’s role, entry purpose, visa, temporary residence card and sponsorship records. Track renewals and changes before the relevant documents expire.
Governance and contracts
Align the charter, signing authority, arrangements with the parent company, commercial contracts and changes within the business with its current investment structure and registrations.
Accounting, tax and financial obligations
Organise supporting documents, accounting records, filings and tax obligations around the business’s activities. Check foreign exchange requirements, the appropriate capital accounts and any proposed profit remittance against the specific transaction.
Trade marks and intellectual property
Check ownership, permitted use and protection for trade names, trade marks, software, content and other intellectual property used by the business in Vietnam.
Plan changes, restructuring and exit
A transaction may affect the investment project, the company, a sector licence or several of these at once. Identify each affected record before changing the structure, transferring an investment or closing a presence.
Amend the investment project
Review changes to the investor, capital, objectives, location, scale, timetable or other project particulars to determine whether an investment amendment is required.
Transfer capital or restructure ownership
Assess capital contribution or acquisition registration, changes to members or shareholders, and updates to investment records. A project transfer requires its own review of applicable conditions and procedures.
End a project or close a presence
Separate project termination from company dissolution or closure of a representative office or branch. Review the obligations attached to each entity, project and licence, together with the work needed to conclude them.
Review outward payments
Before withdrawing investment capital or remitting profits abroad, check financial obligations, accounting and tax records, the relevant bank account and the legal basis for the proposed payment.
Changing or exiting an investment? Describe the existing company or project, proposed change, ownership before and after the transaction, affected licences, target date and outstanding obligations. A short description is enough to start the scope discussion.
The work and deliverables to agree
Discuss the request and scope first, then carry out the agreed advice or procedures. Deliverables are defined for the new project, transaction or existing investment.
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Clarify the request
Identify objectives, current status, missing information and the advice needed; discuss the proposed scope and estimate.
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Assess the route under the engagement
Review applicable conditions, options and legal issues; identify the procedures and document list within the advisory scope.
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Carry out the agreed work
Prepare records, advise on documents or handle procedures within the engagement and authorisation; discuss changes to the scope.
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Hand over and allocate the next tasks
Deliver the agreed advice, records or procedural result and identify the next milestones, obligations and responsible parties.
Legal framework for foreign investment in Vietnam (2026)
The main legal instruments below govern foreign investment, enterprise registration, representative offices and branches, and foreign employees. They must be read alongside the requirements that apply to the investor, sector and project.
Company registration can precede the IRC
Article 19(2) of Investment Law 143/2025/QH15 permits a foreign investor to establish an economic organisation before the IRC procedure, provided the applicable market-access conditions are met.
For that route, Article 72 of Decree 96/2026/NĐ-CP requires completion of the IRC procedure within 12 months of establishment. For the establishment-first route under Article 72(1), the company may amend its enterprise registration to add other business lines only after the IRC has been issued. It may carry out the investment project only after the relevant IRC issuance or amendment procedure has been completed. The ERC alone does not authorise the project to start. The 12-month IRC period is separate from the capital contribution deadline; the accounts and permitted cash flows need their own review.
See the Investment Law (Vietnamese) and Decree 96/2026 (Vietnamese).
Check the document’s country and legal route
Decree 293/2026/NĐ-CP and the Apostille Convention took effect for Vietnam on 11 September 2026. Eligible public documents with a valid Apostille may be exempt from consular legalisation where the Convention applies between the issuing country and Vietnam.
Check the document type, country relationship, exclusions, translation requirements and any other applicable exemption. Documents and applications from before the effective date may be subject to transitional rules.
See Decree 293/2026 (Vietnamese) and the HCCH Convention status table.
- Investment Law 143/2025/QH15
The main framework for investment structures, market access, project procedures, capital transactions and investment reporting.
- Decree 96/2026/NĐ-CP
Details and guides the implementation of certain provisions of the Investment Law, including procedures applicable to investment projects and foreign investors.
- Enterprise Law and company registration rules
The Enterprise Law 2020, as amended including by Law 76/2025/QH15, and Decree 168/2025/NĐ-CP govern company organisation and registration. Decree 296/2026/NĐ-CP amended Decree 168 with effect from 23 July 2026.
Decree 168/2025 (Vietnamese) →
Decree 296/2026 amendment (Vietnamese) → - Decree 07/2016/NĐ-CP
Rules for representative offices and branches of foreign traders, read with applicable amendments and sector-specific requirements.
- Decree 219/2025/NĐ-CP
Rules governing foreign workers in Vietnam, including work permits and relevant exemptions.
Legal reference date: 20 October 2026. The applicable route must be checked against the investor’s circumstances, the project and the rules in force when the work is carried out.
Read more before choosing a route
These guides explain investment structures, foreign ownership and the legal framework. Core sector guides for trading, manufacturing and software/IT are now available in English; some supporting legal guides remain in Vietnamese.
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Forms of foreign investment
Compare establishing an economic organisation, contributing or acquiring capital and other approaches to a presence in Vietnam.
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Foreign ownership in a Vietnamese company
Understand when full foreign ownership may be possible and which market-access and sector limits need to be checked.
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Foreign investment law in 2026
Review the legal framework, the IRC/ERC distinction and matters to assess before proceeding with a project.
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Foreign-owned trading company
Check permitted activities, distribution and retail licensing, and documents for a trading structure.
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Manufacturing investment
Plan the site, factory documents, investment approvals and sector permits before committing to a manufacturing project.
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Software & IT services
Define the service scope, foreign ownership, project documents and operational compliance for a software/IT company.
Preparing documents overseas? Requirements depend on the investor and issuing country. See the guides for Chinese investors and Korean investors, then confirm the applicable certification and translation route before preparing the filing.
Questions about choosing an investment route
Focus on the decision you need to make and the next legal work.
Should I form a company or acquire a stake in an existing one?
A new company lets you design the structure from the outset. An acquisition involves the target’s existing rights, liabilities and records. Compare market access, licences, capital and legal risks before deciding.
Is buying shares the same as transferring an investment project?
Identify exactly what is being transferred: company shares or capital interests, or rights to an investment project. Corporate, project, licence and land records can lead to different procedures and obligations.
When should I consider a representative office?
Consider this route for liaison, market research and permitted promotion on behalf of a foreign trader. Direct sales or revenue-generating services require a suitable operating structure.
Where should an operating business start when changing a project?
List the proposed changes and compare them with the existing IRC, ERC, licences, premises rights and ownership. One change may affect several records and require a particular sequence.
Does ending a project mean the company must be dissolved?
Project termination, company dissolution and office or branch closure are separate matters. Review the entities, projects, contracts, employment, taxes and outstanding payments to define the work.
Do I need to send a full file before the first discussion?
Start with the objectives, current status, investor and questions. Mark capital, ownership or location as “not decided yet” if necessary. The detailed document list follows the agreed scope.
Discuss your investment plans
Tell us who is investing, what the business does and the stage your investment has reached. We clarify missing information and discuss the scope and fees before providing the agreed advice or implementation.