Starting a Business - Vietnam

Under the Law on Investment 2020 and Decree 31/2021/ND-CP, foreign investors may hold up to 100% equity in most manufacturing and technology sectors. Caps apply in conditional sectors — typically 49% in many services, ~30% in banking — while 25 sectors (e.g. press, some tourism) are fully prohibited to foreign investment.

Under Law on Investment 2025 (effective 1 March 2026), foreigners now obtain the Enterprise Registration Certificate (ERC) first — establishing the legal entity — then apply for the Investment Registration Certificate (IRC). This ERC-first approach allows the company to open bank accounts and lease premises before the IRC is finalised.

The ERC is issued within 3 working days of a complete application. The IRC typically takes 10–15 working days. Post-licensing steps — tax registration, corporate and FDI capital account opening, e-invoice registration, and sector-specific licences — add further time before full operations commence.

Vietnam has no universal statutory minimum charter capital for most sectors. The licensing authority assesses whether stated capital is adequate for the proposed project's scale. Certain conditional industries (e.g. financial services, real estate) impose sector-specific minimums. Charter capital must be contributed within 90 days of ERC issuance.

Decree 31/2021/ND-CP implements the Law on Investment 2020 negative-list approach: 25 business lines are fully closed to foreign investors and approximately 59 are subject to conditional market access (specific ownership caps, licensing requirements, or mandatory joint-venture structures). All sectors outside these lists offer the same market access as for domestic investors.

All foreign-issued documents must be notarised, consular-legalised (apostilled where applicable), and officially translated into Vietnamese. As of 1 July 2025, all companies must use a corporate electronic identification (e-ID) account for online administrative procedures, including registration and filings via the National Business Registration Portal (dangkykinhdoanh.gov.vn).