Register your company in Vietnam

Under Decree 96/2026/ND-CP guiding the Investment Law 2025 (143/2025/QH15), the investment registration authority (Department of Finance, formerly DPI, or management boards of industrial, export-processing, hi-tech, and economic zones) must issue the IRC within 10 working days from receipt of a valid dossier when a project does not require investment policy approval and satisfies the conditions under Article 39.3 (not in a prohibited sector, verified project site, conformity with master planning, investment density/labor thresholds if applicable, and foreign market access conditions). For projects subject to investment policy approval, the IRC is issued within 5 working days from receipt of the Investment Policy Approval Decision under Article 38. In practice, processing times vary by province and dossier completeness. The most common cause of delays is incomplete documentation: missing consular legalization or Apostille, incorrect business line codes, or discrepancies between the IRC application and supporting documents. We pre-check every dossier before submission to avoid rejection cycles.

The Enterprise Registration Certificate (ERC) is issued within 3 working days of complete application submission to the Business Registration Office under the Department of Finance (formerly DPI). This is a separate step after the IRC and requires the company's charter, member list, and legal representative appointment documents. The ERC confirms your company's legal name, registration number, registered address, and business activities.

Under Vietnam's Enterprise Law 2020 (59/2020/QH14), an LLC can have 1 to 50 members and cannot issue shares to the public. A Joint Stock Company (JSC) requires at least 3 founding shareholders (Article 120), can issue shares and bonds to raise capital, and must maintain a Board of Directors (and a Supervisory Board where the company has 11 or more shareholders or corporate shareholders hold 50% or more of total shares under Article 137). For most FDI enterprises, an LLC is simpler and more cost-effective. A JSC is typically chosen when there are multiple investors, plans for future equity fundraising, or requirements for complex governance structures.

Yes. Under Article 12 of the Enterprise Law 2020 (59/2020/QH14), every enterprise must have at least one legal representative who resides in Vietnam. If they leave the country for more than 30 consecutive days, they must authorize another resident to act on their behalf (Article 12, Clause 3). The legal representative bears personal liability for the company's legal compliance. For first-time investors without a Vietnam-based individual, we advise on appointment options including existing team members or professional director services.

Your registered address must be a physical location in Vietnam, not a PO box. Acceptable options include a dedicated commercial office or a serviced/co-working office backed by a valid physical lease agreement specifying a room and floor (residential apartments and pure virtual addresses are not permitted). The address must match on all documents (IRC, ERC, seal, tax code). Changing your address later requires an amendment to both the IRC and ERC. We offer Office Lease Assistance to help you find a compliant location that meets Department of Finance (formerly DPI) requirements.

The core dossier includes: (1) IRC application form, (2) Investment project proposal, (3) Parent company's Certificate of Incorporation (consularly legalized or apostilled, and translated), (4) Audited financial statements of the parent company, (5) Passport copies of investors and the designated legal representative, (6) Company charter, (7) Member list (for multi-member LLC), and (8) Office lease agreement. Documents issued abroad must be consularly legalized or apostilled under current regulations (unless exempt), and Vietnamese translations in enterprise registration dossiers require a certified translator's signature (under Decree 168/2025/ND-CP as amended by Decree 296/2026/ND-CP, from July 23, 2026).

Under Articles 47.2, 75.2 and 113.1 of the Enterprise Law 2020, members and shareholders must contribute their committed capital within 90 days from the date of ERC issuance. Failure to contribute on time means the company's charter capital must be adjusted downward to match the actual amount contributed. The capital contribution must be transferred to the company's foreign investment capital account (formerly Direct Investment Capital Account, DICA) at a licensed bank in Vietnam and properly documented with a capital contribution receipt.

A foreign investment capital account (formerly called a Direct Investment Capital Account, or DICA) is a mandatory bank account for FDI companies under State Bank of Vietnam regulations (Circular 38/2026/TT-NHNN, effective 18/08/2026). All capital contributions, profit repatriation, and cross-border transactions related to your investment must flow through this account, separate from your company's operating current account. Opening the account generally requires your IRC, ERC, company seal, tax code, and the legal representative's identification; under Article 7.3 of Circular 38/2026/TT-NHNN, enterprises established prior to IRC procedures may open the account before IRC issuance to receive capital contributions and pay legitimate pre-investment expenses in Vietnam. Without a properly configured capital account, you cannot legally contribute capital or repatriate profits. We include this step in every setup engagement.

After receiving your IRC and ERC, you must complete: (1) Company seal engraving, (2) Tax code activation with the local tax authority, (3) Digital signature procurement (mandatory for e-invoicing under Decree 254/2026/ND-CP and electronic tax filing), (4) Foreign investment capital account (formerly DICA) opening, (5) Operating bank account opening, (6) Initial e-invoice registration with the tax authority. Missing any of these steps means you cannot legally issue invoices or commence operations. ICLV provides a complete post-licensing checklist and can handle all registrations.