FDI company establishment & amendment services
Full support for foreign investors from initial consultation to operation and post-incorporation changes.
New FDI company incorporation
Market access review of business lines, obtain Investment Registration Certificate (IRC), enterprise registration (ERC), and licenses for conditional business lines.
Investment project adjustment
Adjustment of objectives, scale, location, schedule, investment capital; update of the Investment Registration Certificate under the Law on Investment 2020.
Increase / decrease of charter capital
Support for charter capital changes, capital contribution, purchase of shares or capital contributions of foreign-invested economic organizations.
Capital transfer
Internal or external transfer of capital contributions to another foreign investor; advice on tax obligations arising from capital transfer.
Change of members, shareholders, legal representative
Amendment of members, shareholders, legal representative, company name, address, business lines in the Enterprise Registration Certificate.
Branch & representative office
Establishment of branches or representative offices of FDI companies in other provinces; registration procedures for branch and RO operations.
Why engage a lawyer from the start?
Errors in determining business lines, market access conditions or investment registration documents can lead to rejection, multiple re-filings and delayed business plans.
Our lawyers support
- Market access review of business lines under the Law on Investment 2020 and international commitments.
- Preparation of investment project documents and obtaining the Investment Registration Certificate (IRC).
- Preparation of enterprise registration (ERC) documents, charter, lists of members/shareholders.
- Licenses for conditional business lines after the enterprise license is issued.
- Procedures for project adjustment, capital changes, capital transfer.
- Final review and handover of a complete legal file, with continuous progress updates.
Our process
Standard process for establishment and amendment of foreign-invested companies.
Receive inquiry
You provide information: investor nationality, business lines, planned capital, member/shareholder structure, investment objectives.
Review & consultation
Our lawyers review market access conditions, determine applicable procedures (investment registration or investment policy approval), advise on capital structure and entity type.
Obtain Investment Registration Certificate (if applicable)
Prepare investment project documents, file with the Department of Planning and Investment or the Management Board of industrial parks, economic zones, high-tech zones.
Enterprise registration
File enterprise registration documents under Decree 168/2025/ND-CP (amended by Decree 296/2026/ND-CP) and obtain the Enterprise Registration Certificate.
Post-incorporation steps & handover
Company seal, tax registration, bank account opening, licenses for conditional business lines; handover of a complete legal file.
Documents to prepare
Information and documents required before our lawyers draft the file. Processing time is typically 15–30 working days depending on business lines and competent authority (excluding post-incorporation steps).
Corporate investor
- Certificate of incorporation overseas (consular legalized)
- Charter, power of attorney, investment decision
- Recent financial statements (if any)
- Documents of the investor's representative
Individual investor
- Passport / identity documents (consular legalized)
- Proof of financial capacity
- Identity documents of the legal representative
Project / registered address
- Planned business lines, HS codes and justification
- Investment capital, capital contribution schedule
- Lease contract or commitment for office/warehouse
- Land and labor needs (if any)
Frequently asked questions
What licenses does a foreign investor need to set up a company in Vietnam?
Depending on the project, the investor usually needs to obtain the Investment Registration Certificate (IRC) before enterprise registration (ERC). Some cases are exempt from investment registration under the Law on Investment 2020. Our lawyers will determine the exact procedure for each project.
Which business lines are prohibited for foreign investors?
Prohibited and restricted market access lines are set out in the Law on Investment 2020 and Vietnam's international commitments. A market access review should be done at the outset to avoid wasting time and costs.
How long does it take to establish an FDI company?
Typically 15–30 working days depending on business lines, the competent authority (Department of Planning and Investment or Management Board of industrial parks) and file complexity, excluding post-incorporation procedures.
Can an FDI company carry out amendment procedures by itself?
Yes, but amendment files involving foreign elements (project adjustment, capital transfer, change of investor) are often complex. Errors cause delays and legal risks. Our lawyers ensure a correct file from the start and advise on related tax and financial obligations.
Is capital transfer in an FDI company subject to tax?
Capital transfers by foreign investors trigger corporate income tax (foreign contractor tax) or personal income tax for individual investors. Tax obligations must be assessed on the specific documents of each transaction.
Must an FDI company notify the change of legal representative?
Yes. A change of the legal representative of a foreign-invested economic organization must be registered with the business registration authority, and updated with tax authorities, banks and partners to avoid disruption of transactions.
Send your FDI company inquiry
Please provide preliminary information. Our lawyers will contact you as soon as possible to advise on a suitable solution.