Foreign-Invested Company Setup: Steps Under the 2025 Law on Investment

Many older documents still say that a foreign investor must “obtain an investment certificate first, and only then set up the company”. The rule has changed. From 1 March 2026, Law on Investment No. 143/2025/QH15 allows foreign investors to establish an enterprise first and carry out the investment procedure afterwards, provided market access conditions are met at the time of establishment.

This article is for foreign investors, overseas parent companies and Vietnamese enterprises about to receive foreign capital. The main conclusion: there are two routes; which one to choose depends on the business lines, the location and the project implementation plan.

Which enterprises are considered foreign-invested and must follow investment procedures?

The 2025 Law on Investment distinguishes by ownership ratio. An economic organization must meet the conditions and follow the procedures of a foreign investor if (clause 1, Article 20):

• A foreign investor holds more than 50% of the charter capital; or
• An economic organization in the case above holds more than 50% of the charter capital; or
• Foreign investors and the economic organization mentioned above together hold more than 50% of the charter capital.

Projects of foreign investors and of these organizations fall under the issuance of an Investment Registration Certificate (clause 1, Article 26). An economic organization not in the cases above follows the procedures of a domestic investor (clause 2, Article 20).

Market access conditions: the first check

Foreign investors are subject to the same market access conditions as domestic investors, except for the business lines in the List of lines with restricted market access announced by the Government (Article 8). The list comprises lines not yet open to access and lines with conditional access.

Conditions may relate to:

• The foreign investor’s ownership ratio of charter capital.
• The form of investment.
• The scope of investment activities.
• The investor’s capacity; partners implementing together.
• Other conditions under laws, decrees and international treaties to which Vietnam is a party.

Checking this step first helps avoid a situation where a company has been set up but is not allowed to carry out the intended activities. This is also a mandatory condition if the enterprise-first route is chosen.

Two routes: enterprise registration first or investment first?

There is no route that is “right for every project”. If the project requires investment policy approval (Article 24 of the 2025 Law on Investment), the separate sequence of that procedure must also be considered.

Dossier a foreign investor usually needs to prepare

The list below covers the groups of documents commonly encountered, to help investors prepare early. The exact components depend on the type of investor, the type of project and the receiving authority.

• Investor is an individual: valid passport; documents proving financial capacity.
• Investor is an organization: certificate of establishment or equivalent document; investment decision; document appointing a representative to manage the capital portion; financial statements or documents proving financial capacity.
• About the enterprise: Charter; list of members or founding shareholders, list of shareholders who are foreign investors, list of beneficial owners if any (clause 3, Article 22 of the Law on Enterprises, amended by Law No. 76/2025/QH15).
• About the project: project proposal (objectives, scale, capital, schedule, labor); documents on the location.
• Documents issued abroad: usually need consular legalization and translation into Vietnamese, unless exempted; should be checked country by country.

In addition, the enterprise must always have at least one legal representative residing in Vietnam (clause 3, Article 12 of the 2020 Law on Enterprises). For an overseas parent company, this is a point where staffing needs to be arranged early.

Charter capital, investment capital and the flow of capital contribution

The enterprise’s charter capital does not have to equal the project’s investment capital. The enterprise contributes capital and mobilizes other sources according to the schedule stated in the Investment Registration Certificate (clause 5, Article 72 of Decree No. 96/2026/NĐ-CP).

Capital transferred from abroad needs to go to the right account and with the right content under foreign exchange management regulations. Transferring through the wrong channel can easily cause difficulty in proving capital contributed, and also in later profit remittance or capital repatriation. This part should be checked by the accountant and the bank before money is transferred.

After obtaining the certificates: next tasks

Obtaining the Enterprise Registration Certificate and the Investment Registration Certificate is only the first milestone. Depending on the activities, the enterprise may also need:

• Sector-specific licenses if the business line is conditional.
• Licenses for goods trading activities in some cases: through 17 October 2026, governed by Decree No. 09/2018/NĐ-CP; from 18 October 2026, by Decree No. 342/2026/NĐ-CP (replacing Decree No. 09/2018/NĐ-CP).
• Tax, invoices, accounting: see the article What a Newly Established Enterprise Needs to Do on Tax and Accounting.
• Labor and social insurance, including records for foreign employees if any. See the article Labor and Social Insurance Records for Enterprises with Many Employees.

After obtaining the Investment Registration Certificate, a foreign-invested enterprise may adjust its enterprise registration and set up branches, representative offices and business locations without necessarily having a new investment project (clauses 1, 2, Article 73 of Decree No. 96/2026/NĐ-CP).

What about enterprises already licensed under the old law?

Investors who were issued an Investment Registration Certificate or equivalent certificates before 1 March 2026 continue to implement their projects under the certificates issued (clause 1, Article 52 of the 2025 Law on Investment). When adjusting the project, the procedures should be checked against the new law.

How Thái Tín supports FDI enterprises

Serving foreign-invested enterprises is one of Thái Tín’s strengths. We receive project information, run a preliminary check of market access conditions, work with the investor to choose a suitable route, and draw up a roadmap from establishment until the enterprise meets the conditions to operate.

The investment dossier, enterprise dossier, sector-specific licenses and accounting are handled by suitable professional partners; Thái Tín coordinates, monitors progress and updates the investor at each milestone. The investment registration authority and the business registration authority review and decide within their authority.

Thái Tín also follows the entire life cycle of an FDI enterprise: operation, expansion, and, when needed, an orderly Dissolving a Foreign-Invested Enterprise and Terminating the Project.

Preparing to invest in Vietnam? Send the intended business lines, the investor’s nationality and the intended location, and Thái Tín will check the market access conditions and propose a suitable route.

Questions and answers

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Company Setup Setting Up a Company: What to Prepare – Type, Capital, Business Lines Dissolution Dissolving a Foreign-Invested Enterprise and Terminating the Project Labor & Social Insurance Labor and Social Insurance Records for Enterprises with Many Employees