The year 2025 marks an important turning point in the process of establishing foreign-invested enterprises (FDI) in Viet Nam, with many new points issued to shorten the time for processing documents and make legal procedures transparent.The following article by DNP Viet Nam Law Firm will help businesses understand the process of establishing an FDI enterprise.
1. Overview of FDI enterprises:
CSPL: Clause 19, Clause 22, Article 3, Investment Law 2020
- Foreign investors are individuals with foreign nationality or organizations established under foreign laws conducting business investment activities in Vietnam.
- An economic organization with foreign investment capital is an economic organization with foreign investors as members or shareholders.
2. Form of FDI enterprise establishment:
CSPL: Article 21 Investment Law 2020
- Direct investment: In this form, foreign investors will contribute capital from the initial stage of establishing a business. The process requires two main procedures: applying for an investment registration certificate and applying for an enterprise registration certificate.
- Investment through capital contribution, purchase of shares or capital contribution (Indirect investment)): Foreign investors participate in a Vietnamese-owned enterprise by purchasing shares or contributing additional capital. With this form, investors do not need to apply for an investment registration certificate, helping to reduce procedures.
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3. FDI enterprise establishment dossier:
3.1 For foreign individual investors:
- Valid copy of ID card/passport.
- Documents confirming bank account balance, ensuring sufficient financial capacity to meet the expected capital level to establish an FDI company.
3.2 For foreign institutional investors:
- Legal status: Copy of Certificate of Establishment or equivalent document.
- Financial capacity: Financial reports of the last 2 years; sponsorship commitment; financial guarantee; explanation of financial capacity.
- Head office address: Lease contract; legal documents of rental location; different from business, need paper Business Registration of the lessor has real estate industry.
- Documents proving land use rights.
4. Procedures for establishing FDI enterprises:
| For foreign direct investment | For the form of foreign indirect investment through procedures of capital contribution and purchase of shares of Vietnamese companies |
| Step 1: Prepare application for Investment Registration Certificate – Project implementation proposal document. – Documents proving the legal status of the investor (ID card/passport for individuals; Certificate of establishment for organizations). – Investment project proposal: objectives, scale, capital, location, duration, labor, incentives, economic efficiency. – Documents proving financial capacity such as financial statements, financial commitments, account confirmations, savings books… | Step 1: Establish a company with Vietnamese capital If there is no business in Vietnam, investors need to establish a domestic company. |
| Step 2: Submit application for Investment Registration Certificate – Declare project information online on the National Investment System or; – Submit an application directly to the investment registration agency. | Step 2: Prepare documents to register for capital contribution and share purchase – Documents for registration of capital contribution and share purchase (clearly stating ownership ratio); – Copy of passport/CCCD (individual) or Certificate of establishment (organization); – Capital contribution/share purchase agreement between the two parties; – Declaration document with Land Use Rights Certificate of the capital recipient. |
| Step 3: Receive Investment Registration Certificate Authorities process within 15 – 20 days (or 5 – 10 days for projects with a policy decision). | Step 3: Submit application to the Department of Finance – Submit application to the Department of Finance where the company is headquartered; – Receive Approval Notice within 15 working days if the application is valid. |
| Step 4: Apply for a Business Registration Certificate – Profile includes: + Business registration application form. Company charter. + List of members/shareholders.+ Identity papers, certificate of organization establishment (consular legalization if foreign organization). + Decision on capital contribution and appointment of manager. + Investment registration certificate. | Step 4: Contribute capital and buy shares – If owning more than 51%: the company opens a direct investment capital account to receive capital; – Make money transfers via investment accounts; – The parties involved must fulfill their obligations to declare and pay transfer tax. |
| Step 5: Publish business registration information – Announced on the National Information Portal. – Content: business lines, founding shareholders, foreign shareholders. – Pay the publication fee at the same time as submitting the business registration application. | Step 5: Change business registration certificate – Submit application for updating capital contribution information to the Department of Finance, including: + Change notification; + Decisions and meeting minutes; + Transfer contract and confirmation documents have been completed; + List of new members/shareholders; + Notarized copy of foreign investor’s documents. |
| Step 6: Carve the seal and publish the seal sample – Enterprises engrave seals and notify the seal sample to the Department of Finance. – Receive Receipt and publish seal samples on the National Information Portal. | |
| Step 7: Open a foreign direct investment capital account – Open an investment capital account at the bank after establishment. – Make capital transfers on time and in accordance with the Investment Certificate. |
The information above is for reference only. If you require further details, please contact us using the information below.
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