Deliverables
The agreed formation package
ERC, IRC where required and issued, charter, corporate records and guidance on the next tasks within the engagement.
Vietnam Company Formation for Foreign Investors
Duong Tri Law assists foreign investors establishing a new company in Vietnam: legal review, Enterprise Registration Certificate (ERC) applications and Investment Registration Certificate (IRC) applications where required. The agreed scope identifies the work, deliverables, estimated timetable and fees for your investors, activities, capital and location.
Move from the selected route to a workable setup plan
Confirm the proposed products or services, investor identities, ownership, premises, capital and funding schedule. These facts determine the registration work and the permissions needed before operations begin.
- Agree the corporate structure, management and authorised signatories.
- Identify project, enterprise and sector-specific registration dependencies for the actual case.
- Allocate investor documents, premises evidence, translations and application inputs.
- Prepare a post-formation checklist covering banking, capital, tax/accounting, licences, contracts and personnel.
If the structure is still undecided, compare options in Enter & invest. For a project requiring a separate review, see IRC services. Buying an existing business belongs to the M&A route.
Indicative overall timetable
Around 20–30 working days
An estimate for a standard matter with a clear plan and valid, ready documents. Excluded periods are identified separately; this is not a statutory deadline or an approval guarantee.
Indicative professional fees
VND 25–35 million
For a standard formation matter, subject to confirmation of scope and fees in the quotation. VAT, certification, translation, additional licences and third-party costs are itemised separately.
Scope and deliverables
What the formation service covers
Use the scope below to discuss the work you need. The quotation and engagement identify what Duong Tri Law will handle, the deliverables and the information or actions required from the investor.
| Workstream | Assistance within the agreed scope | Deliverables and investor input |
|---|---|---|
| Formation review | Assess the investor, actual activities, ownership, capital, premises and market access; determine the company form and applicable IRC/ERC procedures. | A proposed route and issues to resolve within the advisory scope. The investor confirms the activities, ownership, funding and premises. |
| Applications and representation | Prepare the document list and applications; guide signing, certification and translation; file, monitor and coordinate responses within the authorised scope. | The agreed application package and updates on its status. The investor supplies accurate documents, signs through the right person and assists with supplementary requests. |
| Formation handover | Hand over the ERC, IRC where required and issued, charter and completed corporate application documents covered by the engagement. | Reconcile names, investors, capital, activities, location and recorded milestones across the applications and certificates. |
| Post-registration guidance | Identify the next tasks for capital, accounts, tax, accounting, investment reporting, employment and operating licences. | A list of tasks, milestones and responsible parties. Responsibility for carrying out each procedure is agreed separately. |
| Additional implementation | Sector licences, investment policy approval, banking procedures, accounting and tax, employment and immigration, and other operating services are assessed as needed. | Any additional work, fees, timetable and responsible provider are agreed before that work begins. |
To discuss the scope: share the investor’s country and type, products or services, ownership, capital range, location and target start date. “Not decided yet” is fine for open points. Legal advice, the formation route and a detailed document list are provided within the agreed advisory scope.
Examples of matters we have worked on
Selected FDI matters
The IRCs and ERCs below relate to matters in which Duong Tri Law has been involved for investors from different countries. They provide examples of our involvement for investors considering our services.
Investors may request relevant credentials and experience for their nationality and business activities before deciding to work with us.
Check the fit before preparing documents
Is a new company the right next step?
This service is for investors creating a new business entity in Vietnam. An acquisition, an IRC application for an existing company or a representative office involves a different scope of work.
Ownership and company form are separate decisions. Wholly foreign-owned or joint venture describes who owns the company; a limited liability company (LLC) or joint stock company (JSC) describes its legal form. The choice depends on the investors, governance, funding plans and conditions for the proposed activities.
Pre-implementation review framework
Six points to review before filing
We do not start by drafting applications. We first review the investor, proposed activities, ownership structure, capital, location and operating conditions together to identify matters that may change the plan, IRC–ERC route or licences needed after registration.
Investor and ownership structure
Identify the direct investor, ownership structure, signing authority and consistency of legal documents to avoid applications using the wrong entity or authority, or requiring foreign documents to be prepared again.
Common risk: Foreign documents are signed by the wrong person, do not meet certification or Apostille/legalisation requirements, or have unsuitable translations.
Business activities and market-access conditions
Compare actual activities with market-access conditions, international commitments and sector-specific licences to identify which activities can be registered, which need adjustment and which require further conditions before operations.
Common risk: An inaccurate activity description can lead to the wrong business classification, market-access assessment or sector-specific licence.
Ownership percentages and investment plan
Check whether full foreign ownership is available, whether foreign ownership limits apply or whether a Vietnamese partner is required. Choose the structure on that basis rather than fixing ownership percentages before reviewing legal conditions.
Common risk: Fixing ownership percentages before checking nationality, activities and market-access restrictions.
Capital and financial capacity
Review charter capital, total investment capital, funding sources and contribution schedules against operating scale, planned expenditure and available financial evidence, to reduce the risk of an unrealistic capital plan or difficulties after approval.
Common risk: Capital does not reflect the scale, costs, contribution schedule or actual financial resources.
Project location
Check lawful use, permitted purpose and site conditions before committing substantial expenditure, especially for manufacturing, warehousing, retail, education or sectors with specific premises requirements.
Common risk: Signing a long lease or committing substantial investment before checking the site’s permitted use, usage rights and conditions.
Post-registration operating conditions
Identify investment capital accounts, tax and accounting, employment of foreign nationals, imports, investment reporting and sector-specific licences early, to avoid holding IRC/ERC documents while still being unable to start the planned activities.
Common risk: Missing sector-specific licences, employment procedures, capital accounts, tax/accounting arrangements or compliance with reporting obligations needed for full operations.
Review outcome: Investors understand which plan can proceed, what may affect the structure or schedule, which conditions need to be met and what to address before signing a lease, transferring capital or preparing foreign documents.
Formation routes under the 2026 investment framework
IRC or ERC first?
From 2026, the sequence for establishing a foreign-invested company must be determined according to the investor, project and applicable investment procedures, rather than assuming that an IRC must always precede enterprise registration. Where a project requires an Investment Registration Certificate (IRC), the investor must still complete the required investment procedures before implementing the project, even if the company has already been incorporated.
A point to check when choosing ERC before IRC: Where a foreign investor establishes an economic organisation before applying for or amending an IRC, that organisation must complete the procedure to obtain an IRC for a project consistent with its registered business activities 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 does not replace investment procedures or conditions applicable to the project.
One sequence does not fit every case
The route may differ according to investor nationality, activities, ownership percentages, project location, investment objectives and the planned structure in Vietnam.
An ERC alone does not establish readiness to implement a project
An Enterprise Registration Certificate (ERC) does not replace the investment procedures, market-access conditions or sector-specific licences that the project must satisfy.
documents and procedures for an Investment Registration Certificate (IRC)
Need a step-by-step IRC–ERC sequence?
Duong Tri Law’s separate guide explains the sequence, the relationship between IRC and ERC, indicative timelines and common situations when establishing a foreign-invested company.
View the detailed FDI company formation process (Vietnamese) →
Foreign documents and Apostille: Decree 293/2026/NĐ-CP took effect on 11 September 2026. Eligible public documents with a valid Apostille are exempt from consular legalisation where the Convention applies between the issuing country and Vietnam. Check the document type, exclusions, Vietnamese translation, transitional rules and any other applicable certification procedure before preparing originals. Check the HCCH status table.
Plan capital when choosing ERC first. The 12-month IRC period is separate from the charter-capital contribution deadline. Identify the contribution schedule and appropriate accounts from incorporation. Article 7(3) of Circular 38/2026/TT-NHNN permits pre-IRC investment accounts with restricted uses, including receipt of charter capital and lawful investment preparation costs. Confirm the applicable requirements with the bank before transferring funds. Official guidance (Vietnamese) →
An estimate for your agreed scope
Timing and formation costs
Allow for document preparation, each filing and the further work needed to operate. Authority processing periods start with a valid application. Signing, overseas certification, translation and supplementary documents require separate planning.
| Stage | Planning milestone | Conditions |
|---|---|---|
| Legal review and document preparation | Estimated 3–10 working days | Depends on complete information, documents and signing authority. Apostille, consular legalisation, translation and obtaining supplementary documents abroad are planned separately. |
| IRC for a project not requiring investment policy approval | 10 working days from a valid application | The period under Article 39 of Decree 96/2026/NĐ-CP, where the procedure’s conditions are met. It is not the total formation period. |
| Enterprise registration – ERC | 3 working days from a valid application | The current company formation procedure requires a valid application for the chosen company form and registration information. |
| Overall estimated timetable | Estimated 20–30 working days for a standard matter | A clear plan and valid, ready documents, without additional sector procedures or changes to the project structure. The agreed schedule states its start point and excluded periods; this is not a statutory deadline. |
| Budget item | How it is assessed | What it covers |
|---|---|---|
| Formation professional fees | Indicative range: VND 25–35 million for a standard matter | A clear investment plan, activities not requiring specialist handling and standard IRC/ERC applications. The quotation identifies the agreed review, filing, representation, supplementary responses and handover. |
| More complex matters | Indicative range: VND 40–50 million, confirmed for the matter | May apply where sector conditions, multiple investors or ownership layers, complex overseas documents or related project procedures need review. Scope and fees are confirmed once the requirements are clear. |
| Taxes and implementation expenses | Itemised separately in the quotation | VAT; government fees and charges; Apostille/consular legalisation; translation, notarisation/certification; bank and third-party charges; licences or services outside the scope. |
| Capital and operating budget | Funded separately by the investor | Charter capital, total investment capital, premises deposits and rent, staffing and operating expenses are outside the legal-service fee. |
A standard matter has a clear plan, identified market-access conditions, documents ready for use in Vietnam and an agreed IRC/ERC scope. Overseas certification, additional opinions, premises or land issues and sector licensing need their own plan. An estimated timetable supports coordination and does not guarantee an authority’s approval.
The figures above are service estimates, not statutory fees or deadlines. The quotation confirms scope, VAT, excluded costs, additional-work conditions, the schedule’s starting point and excluded periods. If the plan or documents change, the scope and estimate must be agreed again.
Processing-period sources: Decree 96/2026 (Vietnamese); company registration procedures updated after Decree 296/2026 (Vietnamese).
Information and documents to prepare
Information and documents to prepare
For the first enquiry, describe the investor, activities, ownership, capital range, location and target start date. Open points can be marked “not decided yet”. Once the route and scope are discussed and agreed, Duong Tri Law identifies the documents needed for each investor and procedure.
If your documents were issued in China or South Korea, see our guides for investors from China (Vietnamese) and investors from South Korea (Vietnamese) to check the corporate documents, signing authority and certification requirements before sending your documents.
Investment plan information
Information for the first discussion
01
Investor and ownership structureName, nationality or country of incorporation, contribution percentages, representatives and details of the other parties involved in the project.
02
Proposed business activitiesPlanned products or services, business activities, operating scope, target markets and business plan in Vietnam.
03
Capital and implementation planProposed charter capital, total investment capital where applicable, funding sources, contribution schedule and intended project start date.
04
Company name, location and representativeProposed company name, registered office, project location and details of the proposed legal representative.
Individual investors
Individual documents at the preparation stage
- A valid passport copy showing all details clearly and completely.
- Evidence of financial capacity corresponding to the proposed capital contribution.
- Power of attorney or details of the authorised person, where applicable.
Investors that are organisations
Organisation documents at the preparation stage
- Certificate of incorporation, enterprise registration certificate or equivalent document.
- Charter or documents showing the organisation’s structure and authority; financial statements, balance confirmations or other suitable evidence of financial capacity.
- A resolution or document approving the investment under the organisation’s authority; representative identity documents and relevant powers of attorney.
- Ownership information where needed to determine conditions applicable to the investor or project.
Check the required form of foreign-issued documents
- Identify which documents can initially be reviewed as scans and which require originals at the next stage.
- Check each document to determine whether Apostille, consular legalisation, another certification or an exemption applies.
- Explain requirements for Vietnamese translation, notarisation or certification before documents are used in applications in Vietnam.
Need a detailed document checklist? See documents for foreign-invested company formation (Vietnamese) →
Premises and representatives: check the right to use the proposed address, the permitted use of the premises and the landlord’s records against the actual activities. Documents for legal representatives, authorised persons and beneficial ownership are identified for the company form, ownership structure and applicable forms. These are preparation categories; the first enquiry can start with a project description.
Working together
How your formation engagement works
Each stage has defined work, deliverables and investor input. The first discussion helps identify the request and proposed scope; legal review and implementation are provided under the engagement.
Step 1
Describe the investor and the intended business
Share the investor type and country, actual products or services, ownership, capital range, location and target date. We clarify the information still needed.
Step 2
Agree the scope, fees and coordination
Define the advice or implementation requested, deliverables, exclusions, timetable assumptions and main contact.
Step 3
Review the route and prepare the applications
Within the engagement, assess the investment conditions, identify the IRC/ERC route and documents, guide signing and certification, and prepare applications for the investor to confirm.
Step 4
File and monitor the applications
Act within the authorisation, report progress and coordinate responses to the authority. Discuss additional work outside the scope before undertaking it.
Step 5
Hand over the result and allocate the next tasks
Check the result against the engagement, hand over issued certificates and related records, and identify post-registration milestones, responsibilities and any additional services.
Practical capability and professional responsibility
Experience and professional responsibility
Professional responsibility includes reviewing the formation plan, checking consistency across applications and identifying the main contact. See the reviewing lawyer’s profile below.
Formation review
Experience advising on FDI
Experience with different investment plans helps our team identify investor, ownership, capital, location, foreign-document and operating-condition issues that may affect the structure or implementation schedule.
Document control
Regular application-handling experience
Check information across investment and corporate applications, signing authority and overseas documents; coordinate responses to amendment or supplementary requests within the assigned scope.
The scope and responsibility for each task are defined in the engagement.
Work scope and costs clarified from the outset
Before implementation, investors are told what work Duong Tri Law will perform, the deliverables, service fees, third-party costs and circumstances that may require additional procedures.
One point of contact throughout
One Duong Tri Law contact follows the plan and applications throughout, provides updates, reminds you of coordination milestones and explains new requirements to reduce information gaps between stages.
Start by discussing the company formation request. Provide the investor’s country, intended activities, capital and location to discuss the scope and estimate before implementation.
Professional review
Lawyer Phạm Đình Tú – professional review
Team member responsible for the professional review of Duong Tri Law’s FDI company formation service content.
The service content is reviewed from a practical foreign investment advisory perspective, focusing on market access, ownership structures, IRC–ERC routes and issues that may affect project implementation after incorporation.
Priorities after completing formation procedures
After IRC and ERC: the next steps
After receiving the certificates required for the selected route, the company must address capital, accounts, tax and accounting, employment, investment reporting and relevant operating licences. This list is handover guidance. Responsibility for carrying out each task is allocated to the company, bank, provider or Duong Tri Law under a separate agreed scope.
01 · Capital accounts and banking 02 · Timely capital contributions 03 · Tax, accounting and invoices 04 · Foreign employees 05 · Reporting & licences
Capital accounts, cash flows and contributions
Identify the investment accounts and payment flows required by the project structure and current foreign-exchange rules; contribute capital on time to the correct account and retain supporting records. From 18 August 2026, foreign-exchange management for foreign investment in Vietnam is governed by Circular 38/2026/TT-NHNN.
Tax, accounting and invoices
Put in place accounting and tax arrangements, digital signatures and e-invoices; identify filing, payment and record-retention obligations appropriate to the company’s activities.
setting up accounting, invoices and tax obligations after incorporation
Foreign employees
Before assigning foreign nationals to work in Vietnam, identify which positions require work permits and which qualify for an exemption, and prepare for the required procedures under the applicable rules.
work permit procedures for positions requiring a permitwork permit exemptions for foreign employees
Investment reporting and sector-specific licences
Set up a calendar for investment reporting obligations and identify the licences, certificates or sector-specific conditions to complete before starting the relevant activities.
investment monitoring and evaluation reporting during project operations
Tasks supporting business operations
Complete operating arrangements suited to the actual business model, such as payment accounts, digital signatures, e-invoices, office signage, internal governance records, employment and social insurance registration and management, and administrative procedures needed for stable operations.
Investors can discuss their needs and receive guidance in English.
Advice for your project location
Support for projects across Vietnam
Duong Tri Law supports investors with projects in Đồng Nai, Bắc Ninh, Hải Phòng, Ho Chi Minh City and other locations. In addition to market-access conditions, each project requires a review of the leased premises, scope of activities and relevant authorities handling the applications.
Đồng Nai · Factories and industrial parks
Check the site’s permitted use, industrial park rules and the authority responsible for processing the investment application.
Bắc Ninh · Manufacturing projects
Review the business activities, production premises, environmental requirements and sector-specific conditions before leasing a site.
Hải Phòng · Industry and logistics
Distinguish manufacturing, warehousing and transport activities, and identify any licences required by the project model.
Ho Chi Minh City · Trade and services
Review the investment form, ownership percentages, business activities and project location.
Where will your investment project be located? Send the investor’s nationality, business activities, ownership percentages and proposed location to discuss the scope and location-specific questions to review.
FAQ
Company formation FAQs
Apply these answers to the particular investor, activities and agreed work.
Do I need a new company or only an IRC application?
If you already have a Vietnamese company, review its existing records and the proposed project to identify the work needed. For a new company, the IRC/ERC route depends on the investor, activities and applicable conditions.
Can a foreign investor own the whole company?
Check the investor’s country, precise activities, relevant treaties and market-access conditions. Full foreign ownership may be available; other activities have ownership limits or partner requirements.
Should I choose an LLC or a JSC?
The choice depends on the investors, governance, transfers and future fundraising. Company form is a separate decision from wholly foreign-owned or joint venture ownership.
How much capital should I prepare?
Assess the sector, business scale, implementation costs and timetable, including any applicable capital, deposit or financial-capacity requirements. The formation fee does not include the investor’s contribution to the company.
Can I handle the process from overseas?
Many tasks can be handled through appropriate authorisation. Travel needs depend on signatures, identity checks, banking and post-registration work, and must be confirmed for the particular matter.
When are fees and the timetable agreed?
Once the activities, investor, ownership, capital, location and document readiness are clear, the parties agree the scope, deliverables, fees and timetable assumptions. Additional work is assessed separately.
Does formation include all post-registration work?
Formation includes guidance on the next tasks within the engagement. Banking, accounting and tax, foreign employment, immigration and sector licences require an express scope for the work to be carried out.
What should I send in the first enquiry?
Start with a short project description and contact details. Mark open points “not decided yet”. Personal, corporate and financial documents are requested at the appropriate preparation stage for the agreed scope.
Legal framework updated for 2026
Key rules for company formation
The applicable rules depend on the investment form, investor, activities, location and timing of the procedure. Beyond the foundational instruments below, projects in conditional business sectors must also meet the corresponding sector-specific rules.
Investment
Investment Law 143/2025/QH15
Effective from 1 March 2026, providing the main legal basis for investment activities, forms of investment, market-access conditions, investment projects and Investment Registration Certificates.
Investment guidance
Decree 96/2026/NĐ-CP
Effective from 31 March 2026, detailing and guiding implementation of certain provisions of Investment Law 143/2025/QH15.
Enterprises
Enterprise Law 2020 and Law 76/2025/QH15
Governs establishment, management and operation of enterprises. Law 76/2025/QH15 amends certain provisions of the Enterprise Law, including rules concerning beneficial owners.
Enterprise registration
Decrees 168/2025/NĐ-CP and 296/2026/NĐ-CP
Governs enterprise registration and issuance of Enterprise Registration Certificates. Decree 296/2026/NĐ-CP amends Decree 168/2025/NĐ-CP and took effect on 23 July 2026.
Forms
Circulars 68/2025/TT-BTC and 121/2026/TT-BTC
Provides the forms used for enterprise and household business registration. Circular 121/2026/TT-BTC amends Circular 68/2025/TT-BTC and took effect on 21 August 2026.
Foreign documents
Decree 293/2026/NĐ-CP
Effective from 11 September 2026, guiding implementation of the Apostille Convention for foreign public documents. Apostille, legalisation exemptions or other certification requirements must be determined against the issuing country, document type and intended use in Vietnam.
Foreign exchange and investment capital flows
Circular 38/2026/TT-NHNN
Effective from 18 August 2026, governing foreign-exchange management for foreign investment in Vietnam. During post-registration implementation, the company must identify the correct accounts, incoming and outgoing transactions and capital-flow records for its actual investment structure.
Review the plan before implementation
Discuss your company setup
Share the investor’s country and type, planned products or services, ownership, capital range, location and target start date. These details help us discuss the scope and prepare an estimate. Legal review, the formation route and a detailed document list are provided within the agreed advisory scope.