To set up in Vietnam, first check whether your intended business activity is open to foreign investors and what market-access conditions apply. Then choose how to invest, plan the project location and funding, and confirm the current filing sequence with the competent authority. Under Vietnam’s Law No. 143/2025/QH15, effective 1 March 2026, a foreign investor may establish an economic entity before completing Investment Certificate procedures if applicable market-access conditions are met. That flexibility does not remove the Investment Registration Certificate (IRC) requirement for foreign-investor projects.
Start by checking whether your business can be foreign-owned
Foreign-investor market access is determined by the proposed business line and applicable rules. Do not assume that every sector permits full foreign ownership, or that a rule applying to one activity also applies to another. Before choosing a structure or signing a lease, describe the actual products or services you intend to provide and check the restrictions, ownership conditions, partner requirements, and operating licences that may apply.
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Law No. 143/2025/QH15, Article 19(2), allows foreign investors to establish economic entities to implement investment projects before carrying out procedures for issuance or amendment of an Investment Certificate, provided they satisfy the market-access conditions applicable to foreign investors under Article 8. The market-access question is therefore an early decision, not a detail to leave until after incorporation.
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A new company is one way to carry out an investment project, but it is not the only route recognized by the statute. The appropriate option depends on the intended operation, the target activity, and the facts of the investment. The sources do not establish that one route is universally faster, cheaper, or better.
#1 Best Overall
| Route | What it means at a high level | Key question to resolve |
|---|---|---|
| Establish a new economic entity | Create a Vietnam entity to carry out the planned project. | Does the intended business line permit the proposed foreign-investor ownership and activity? |
| Capital contribution or share/stake acquisition | Invest in an existing entity by contributing capital or acquiring an interest. | What market-access conditions and transaction procedures apply to the target entity and activity? |
| Business-cooperation contract (BCC) | Cooperate through a contractual investment arrangement rather than relying solely on a newly formed entity. | Does a contractual route suit the planned operation, and what project procedures and approvals apply? |
Plan the project location, funding, and documents
Location and project design can affect both filings and additional approvals. Decide where the business will operate and whether it needs land, premises, construction, or other site-specific arrangements. Also prepare a realistic funding plan and evidence to support it; do not assume there is one generic capital minimum that applies to every foreign-invested business.
InvestVietnam.gov.vn’s company-procedure guidance describes items from the earlier application framework that remain useful as preparation prompts: investor legal documents, evidence of financial capacity, a project proposal, and documentation relating to the project site or head office. This is not a confirmed exhaustive current checklist under the 2025 law. Ask the authority handling the proposed filing which forms, translations, certifications, and supporting records are currently required for your case.
Confirm the current filing sequence before applying
The 2025 law changes the statutory timing flexibility: an eligible foreign investor may establish an economic entity before completing Investment Certificate procedures if market-access conditions are satisfied. At the same time, the law lists foreign-investor projects among those requiring an IRC. Entity establishment and project registration are connected but distinct matters; being permitted to establish the entity first is not an exemption from project procedures.
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Older InvestVietnam guidance describes an IRC-first, then Enterprise Registration Certificate (ERC) sequence. Because the newer law took effect on 1 March 2026, treat that older sequence as historical or provisional rather than assuming it governs every current filing. The reviewed official material does not establish the full implementing workflow, current prescribed forms, responsible office for every location, or a current general processing timeline.
- Describe the activity and ownership plan. Identify the proposed business lines and ownership structure, then verify the applicable market-access conditions.
- Set out the project particulars. Determine the proposed location, scope, site needs, and funding plan, and assemble preliminary investor and project documents.
- Ask the competent authority to confirm the route. For the proposed business line and location, verify whether to establish the entity first or complete investment-certificate procedures first, which filings are required, which office receives them, and which current forms and deadlines apply.
- Complete the required entity and project filings. Follow the sequence confirmed for your case, including any IRC and ERC steps that apply. Do not rely on an older portal sequence as a universal current rule.
- Obtain any approvals required for the specific project. Confirm which approvals must be completed before construction or operations begin.
Check for approvals beyond company and project registration
Some projects may need approvals related to land, construction, fire prevention, environmental matters, or regulated-sector operations. These are conditional, not a standard checklist for every company. InvestVietnam.gov.vn’s general investment-project guidance identifies these as possible additional approval categories; the relevant requirements depend on the activity, site, and project facts.
Budget for the operational setup, too
Registration is only one part of opening a business. Older official guidance also refers to capital and operating bank accounts, tax declarations, and electronic invoices. Banking, tax, and accounting requirements can depend on current rules and the company’s circumstances, so confirm them with the relevant bank and qualified Vietnam tax or accounting support before committing to a schedule or relying on a generic checklist.
No current general processing-time figure for the changed foreign-investment procedure is established by the reviewed official material. Do not use a time estimate from the older process as a current guarantee; confirm the expected timing with the authority handling the proposed application.
What to verify before committing money
- Whether each proposed business line is open to foreign investment and what ownership or partner conditions apply.
- Whether the project is best implemented through a new entity, an acquisition or capital contribution, or a BCC.
- The filing order, responsible authority, current forms, and deadlines for the specific location and activity.
- Whether land, construction, fire-prevention, environmental, or sector-specific operating approvals apply.
- What documents substantiate the investor, funding plan, project proposal, and site arrangements.
- Current banking, tax, accounting, and invoice obligations before the company begins operating.
The principal legal reference is Vietnam’s Law No. 143/2025/QH15, including Articles 8, 19(2), and 26, effective 1 March 2026 according to the Government of Vietnam’s legal record. For enterprise registration, Decree 168/2025/ND-CP addresses enterprise registration but does not by itself settle the full inbound-investment workflow. Confirm implementation details with the competent authority and qualified local legal and tax advisers for your activity and location.
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