Company Registration in Vietnam for Foreigners
If you read a guide to registering a foreign company in Vietnam that was written even a year ago, be careful it’s probably describing a process that no longer exists in its old form. The Law on Investment 2025, effective March 1, 2026, made a genuinely significant change to how foreign investors enter the market, reversing an order that had been fixed for years. Understanding this shift isn’t optional background reading; it directly affects how you should sequence your own registration.
The Big Change: You Can Now Incorporate Before You’re Approved
For years, foreign investors faced a strict sequence: get your Investment Registration Certificate (IRC) approved first, and only then apply for the Enterprise Registration Certificate (ERC) that actually creates the legal company. That order is now flipped. Under the 2025 reform, investors can establish the legal entity obtain the ERC before completing IRC procedures, provided they meet market access conditions at the time of company registration in Vietnam establishment. In practice, this means you can now form your company, open a bank account in its name, sign a lease, and start preparing operations while your specific investment project is still being formally reviewed. It’s a meaningful shift toward treating foreign investors more like domestic ones from an incorporation standpoint, even though the underlying project still needs regulatory approval before substantive operations begin.
Two Certificates, One Company
Regardless of sequencing, most foreign investors still need both certificates to operate fully. The IRC, issued by the provincial Department of Finance (the authority formerly known as the DPI), approves your specific investment project — its scope, capital, location, and duration and is generally required within 15 working days of a complete submission. The ERC, issued separately, formalizes the company’s legal existence: its name, capital, address, and legal representative. Vietnam follows a “negative list” approach to foreign ownership, meaning any sector not explicitly restricted or conditional is open to 100% foreign ownership, putting foreign investors on largely equal footing with domestic ones outside a defined set of sensitive industries like media, defense-adjacent activities, and certain financial services.
What the Timeline Actually Looks Like
Realistic estimates for the full process — from a complete initial application to an operational company — tend to land somewhere between 25 and 45 working days for straightforward cases, though more comprehensive guides note that factoring in document legalization and the newer digital identity requirements can stretch the total closer to 6 to 10 weeks. The single most common bottleneck isn’t government processing time at all — it’s clarification rounds, where authorities request supplementary detail about your business scope or capital adequacy. Each round can add roughly 5 to 10 working days, and a startlingly high share of foreign direct investment applications, reportedly over 60%, face delays tied to imprecise business line descriptions, missing sub-licenses, or capital figures that don’t match the scale of the proposed project.
The Digital Identity Requirement Nobody’s Guide Mentioned Last Year
As of July 2025, Vietnam comply globally abolished the older corporate registration accounts foreign investors used to rely on for online filings. All registration procedures, including ERC submissions, now run through a national-level electronic identification system, or eID, tied to an individual’s VNeID. Foreign investors need a Vietnamese representative with this credential to actually file on the company’s behalf — a detail that’s easy to miss if you’re working from outdated guidance, and one that can stall an otherwise-ready application if it’s not arranged in advance.
After Incorporation: The Capital Clock Starts Ticking
Once your company exists, you have 90 days to contribute your registered charter capital through a Direct Investment Capital Account opened at a licensed Vietnamese bank — this account is also how profits eventually get repatriated. Miss the deadline, and the company can face an administrative fine along with a forced reduction of its registered capital down to whatever was actually contributed. It’s also worth noting that as of January 1, 2026, Vietnam abolished the old annual business license fee that used to be a standard recurring cost for every company, a small but genuinely welcome simplification.
Getting This Right in 2026
Vietnam remains a genuinely attractive destination for foreign capital, backed by trade agreements like the CPTPP and EVFTA and a track record of steady FDI growth. But 2026 specifically rewards investors who understand the new ERC-first flexibility, the mandatory eID filing system, and the capital and sub-licensing pitfalls that trip up the majority of delayed applications. Working with legal counsel who’s current on the 2025 reform, rather than the older fixed IRC-then-ERC.