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Chinese Investor Company Formation in Vietnam: 2026 Guide

Duong Tri Law · Updated



Chinese investors entering Vietnam in 2026 can establish a new company, acquire an existing business or use another permitted investment route.

Which route should a Chinese investor compare?

Compare a new foreign-invested company, a capital contribution or share acquisition, and—where appropriate—a representative office or branch. The correct route depends on the actual activities, ownership, location, capital and sector-specific conditions.

See our company formation service, capital contribution and share acquisition service and foreign investment service overview.

Five points to settle before preparing documents

  1. Actual revenue-generating activities, not only business-code labels.
  2. Foreign ownership and market-access conditions.
  3. Whether this is a new company or an acquisition.
  4. Capital and premises suitable for the project.
  5. Business or sector licences required before operations.

100% foreign ownership is possible in many sectors but is not a universal rule. See foreign ownership limits in Vietnam.

Which route should a Chinese investor compare?

Compare a new foreign-invested company, a capital contribution or share acquisition, and where appropriate a representative office or branch. The correct route depends on the actual activities, ownership, location, capital and sector-specific conditions.

Five points to settle before preparing documents

  1. Define the actual revenue-generating activities, not only business-code labels.
  2. Check foreign ownership and market-access conditions.
  3. Decide whether this is a new company or an acquisition.
  4. Confirm capital and premises suitable for the project.
  5. Identify business or sector licences required before operations.

100% foreign ownership is possible in many sectors but is not a universal rule.

ERC first or IRC first?

Article 19(2) of Investment Law 143/2025/QH15 and Decree 96/2026/ND-CP allow an establishment-first route in eligible cases, subject to market-access and subsequent IRC requirements. An ERC does not by itself authorise implementation of the investment project.

Chinese documents and Apostille

China has been a Contracting Party to the 1961 Apostille Convention since 7 November 2023. The Convention entered into force for Vietnam on 11 September 2026. For covered public documents, a valid Apostille can replace traditional consular legalisation. Apostille does not replace Vietnamese translation requirements.

Do not assume that every internal company document is directly eligible for Apostille. The document type and issuing authority must be checked first.

Documents to identify before certification

  • evidence of the investor’s legal status;
  • representative and signing-authority documents;
  • investment or shareholder resolutions where relevant;
  • powers of attorney;
  • financial-capacity documents where required; and
  • identity documents for individual investors or representatives.

Do not Apostille and translate every available document before the filing list is confirmed.

What to send for a preliminary review

Send the investor’s legal name and place of incorporation, proposed activities, target ownership, capital range, planned location, target operating date and any Chinese documents already prepared.

Legal reference note. Reviewed for the framework applicable on 23 October 2026, including Investment Law 143/2025/QH15, Decree 96/2026/ND-CP and the Apostille Convention effective for Vietnam from 11 September 2026.

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