In today’s global economy, establishing a 100% foreign-owned enterprise is a preferred strategy for entering the Vietnamese market. While investors benefit from political stability and tax incentives, they must also navigate complex regulatory requirements and licensing procedures. 

In this article, Hung Phi Law Firm outlines the process of Setting up a 100% foreign-owned company in Vietnam to help clients mitigate legal risks and ensure legal compliance.

1. What is a 100% foreign-owned company?

What is a 100% foreign-owned company?

A 100% foreign-owned company is an entity established under Vietnamese law where the investor holds full ownership. This model offers several key advantages:

• Direct resource management: Full authority over capital, assets, and human resources.

• Streamlined decision-making: Faster processes without the need for consensus from local partners.

• Full operational autonomy: Absolute control over business strategies and long-term planning.

• Market access and FTA benefits: Eligibility for Vietnam’s incentives and Free Trade Agreements.

2. Conditions for establishing a 100% foreign-owned company in Vietnam

Conditions for establishing a 100% foreign-owned company in Vietnam

To establish a 100% foreign-owned enterprise in Vietnam, investors must meet the following requirements:

– Must not engage in any business lines prohibited under Article 6 of the Vietnamese Law on Investment 2020.

– Must not engage in sectors and trades in which market access by foreign investors are not yet permitted as set out in the Negative List for Market Access.

– Must have an investment project, obtain or amend an Investment Registration Certificate before establishing a business organization – except for establishment of a small and medium-sized start-up enterprise and a startup investment fund in accordance with regulations of the Law on Small and Medium-sized Enterprises. (Point c, Clause 1, Article 22 of the Vietnamese Law on Investment 2020).

– For sectors with conditional market access (such as education, logistics, e-commerce, etc,) foreign investors must satisfy the following requirements:

• Foreign ownership limits

• Investment forms

• Scope of investment activities

• Investor capacity and strategic partners

• Other conditions specified in the Laws and Resolutions of the National Assembly, Ordinances and Resolutions of the Standing Committee of the National Assembly, Government Decrees, and international treaties to which Vietnam is a signatory

3. How to set up a 100% foreign-owned company in Vietnam?

How to set up a 100% foreign-owned company in Vietnam?

The process for establishing a 100% foreign-owned enterprise involves the following steps:

Step 1: Obtain investment policy approval (if required)

Foreign investors must obtain Investment Policy Approval if the project falls under Articles 30, 31, or 32 of the Vietnamese Law on Investment 2020.

Required dossiers are specified in Articles 33 to 36 of the Vietnamese Law on Investment 2020, as amended by Law No. 90/2025/QH15.

Step 2: Obtain an Investment Registration Certificate (IRC)

IRC issuance procedures are set out in Article 35, 36, Decree No. 31/2021/ND-CP detailing and guiding the implementation of a number of articles of the Law on Investment.

>>SEE ALSO: 

INVESTMENT REGISTRATION CERTIFICATE (IRC) APPLICATION PROCEDURE IN VIETNAM 

Step 3: Obtain an Enterprise Registration Certificate (ERC)

Dossier requirements are specified in Articles 19 to 22 of the Vietnamese Law on Enterprises 2020. The required dossier primarily includes: 

• The enterprise registration application form
• The company’s charter
• The list of partners/ members/ shareholders
• Legalized copies of legal documents of the members that are foreign organizations
• Legal documents of members/ shareholders/ partners who are individuals and legal representatives
• Legal documents of members/ shareholders/ partners that are organizations, documents about designation of authorized representatives and their legal documents.
• Copies of the Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment.

Registration procedures follow Article 26 of the Vietnamese Law on Enterprises 2020.

Within 03 working days from the receipt of the application, the business registration authority shall consider the validity of the application and decide whether to issue enterprise registration. The business registration authority shall inform the applicant of necessary supplementation in writing if the application is invalid or inform the applicant and provide explanation if the application is rejected.

Step 4: Post-incorporation compliance

This includes:

Publishing of enterprise registration information (Article 33 of the Vietnamese Law on Enterprise 2020).

Other requirements, including tax registration, digital signatures, company seals, and bank account setup.

4. Comprehensive Legal Services for 100% Foreign-Owned Enterprises in Vietnam

End-to-End Legal services for 100% foreign-owned enterprises provided by Hung Phi Law Firm

Hung Phi Law Firm is a reputable firm providing full-service legal support for the establishment of businesses by foreign investors in Vietnam. We offer strategic solutions, from corporate structuring to capital and tax advisory, ensuring regulatory compliance and optimal investment performance. 

Our investment and corporate lawyers combine legal expertise with strong local insight. We adapt quickly to policy changes to protect our clients’ interests in Vietnam’s fast-moving legal environment.

Our team ensures timely communication and provides regular updates on the application, giving our clients full visibility and peace of mind throughout the licensing process.

Below is our scope of legal services for foreign business establishment:

Preliminary legal advisory:

We provide professional legal advice and respond to client inquiries on the following matters:

• Market entry conditions for foreign investors

• Restricted Business Lines, Conditional Business Lines

• Investment and corporate structuring

• Investment capital, equity, ownership ratios, capital contribution timelines

• Investment incentives and supports

Handling Licensing Dossiers and Procedures

• Obtaining the Investment Registration Certificate (IRC)
• Obtaining the Enterprise Registration Certificate (ERC)

Managing regulatory procedures

We act on behalf of clients throughout the licensing process by:

• Preparing and submitting regulatory filings
• Following up on dossiers with competent authorities
• Liaising with licensing bodies to address requests for clarification or additional documentation

Post-incorporation support

Beyond incorporation, we continue to advise and support clients on their post-licensing obligations as follows:

• Seal engraving and corporate announcements
• Opening direct investment capital accounts (DICA) and operational bank accounts
• Managing capital contribution timelines and procedures
• Tax registration, e-invoicing, and digital signature setup
• Obtaining business licenses for sectors such as trading, logistics, education, and manufacturing, and other conditional industries

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Vietnam’s Reliable Law Firm for Foreign Businesses

The above information outlines the procedures for setting up a 100% foreign-owned company in Vietnam, as provided by Hung Phi Law Firm to our clients.

Should you have any questions regarding this matter or require legal advice tailored to your specific case, please do not hesitate to contact the lawyers of Hung Phi Law Firm for timely support and professional consultation.

Contact Information:

Hung Phi Law Firm

Phone: (+84) 962 75 28 38

Email: luathungphi@gmail.com

Website: hungphi.vn

Sincerely,