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To set up in Vietnam, first confirm that your proposed business line is open to foreign investment and identify any ownership or licensing conditions. Then choose how to invest, plan the project location and funding, and confirm the current filing route with the competent Vietnamese authority. Under Vietnam’s Law on Investment 2025, which took effect on 1 March 2026, a foreign investor may establish an economic entity before completing investment-certificate procedures if the applicable market-access conditions are met. That flexibility does not remove the separate requirement for an Investment Registration Certificate (IRC) for foreign-investor investment projects.
What changed under Vietnam’s 2025 investment law?
Law No. 143/2025/QH15 took effect on 1 March 2026, according to the Government of Vietnam’s legal record. Article 19(2) says foreign investors may establish economic entities to implement investment projects before carrying out procedures for issuance or amendment of an Investment Certificate, provided they satisfy the foreign-investor market-access conditions in Article 8.
The law also lists foreign-investor projects among those requiring an IRC. In practical terms, forming a company and completing the investment-project procedure are related but distinct matters. Do not treat permission to establish an entity first as an exemption from project registration.
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Older InvestVietnam setup guidance describes an IRC-first, then Enterprise Registration Certificate (ERC) sequence. Because the 2025 law changed the statutory sequencing rule, that older sequence should not be assumed to govern every new case. The current application order, forms, filing office and deadlines need confirmation for the proposed business and location.
Which investment route fits your plan?
A foreign investor does not have to use the same route in every case. The Law on Investment recognizes establishing an economic entity, contributing capital or acquiring shares or a stake, and entering into a business-cooperation contract. The appropriate route depends on whether you need a new operating company, intend to invest in an existing business, or plan to cooperate under a contract.
| Route | What it involves | Questions to resolve |
|---|---|---|
| Establish an economic entity | Set up a Vietnamese entity to implement the investment project. The law permits entity establishment before investment-certificate procedures if applicable market-access conditions are met. | Is the business line open to your ownership plan? Does the project require an IRC and other approvals? What is the confirmed filing sequence for this case? |
| Capital contribution or share/stake acquisition | Invest in or acquire an interest in an existing enterprise rather than forming a new entity as the investment route. | Do the business line’s market-access conditions apply to the proposed investment? What approvals or procedures apply to this specific transaction? |
| Business-cooperation contract | Cooperate through a contract rather than relying on a newly established company as the sole investment vehicle. | Does the proposed activity and contractual arrangement meet the relevant investment and sector requirements? |
The official material does not establish that one route is universally faster, cheaper or better. Compare the routes against your business line, intended ownership, project location, land or construction needs, and any sector-specific approvals.
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Check foreign-investment access before choosing ownership
Start with the actual product or service the business will provide, not just a broad company description. Foreign-investor market access is determined by the applicable rules for the proposed business line. Depending on that line, ownership conditions, a Vietnamese partner, licensing or other restrictions may apply. Do not assume that every sector permits 100% foreign ownership.
- Describe the planned activities precisely enough to identify the relevant business lines.
- Check whether foreign investors may participate in those lines and whether conditions affect ownership or operations.
- Identify whether a sector operating licence or other approval may be needed in addition to company and investment procedures.
- Confirm that the intended ownership and operating model meet the conditions that apply when the entity is established.
Plan the project location, site and funding
Location can affect which authority handles a filing and whether the project involves additional land, construction or site approvals. Before committing to premises, identify whether the project requires a specific site and what evidence will be needed to support the proposed location.
Older InvestVietnam guidance is a useful preparation prompt, but not a verified exhaustive checklist under the post-2025 procedure. It identifies investor legal documents, evidence of financial capacity, a project proposal and site-related documents among the materials used in the earlier application framework. Confirm the current required documents and forms for your case before filing.
Do not assume a generic minimum capital amount applies. The reviewed official material does not establish a universal capital minimum, incorporation cost or current processing time for every foreign-investment project. Plan the proposed capital and supporting evidence with regard to the project, then verify applicable requirements with the competent authority and qualified Vietnam legal and accounting advisers.
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How to organize the setup work
- Define the business and ownership plan. Write down the products or services, intended activities, investor(s), ownership arrangement and whether the plan is a new entity, an investment in an existing enterprise or a contractual cooperation.
- Check market access and sector conditions. Confirm the applicable foreign-investor conditions for each planned business line, including any ownership conditions, local-partner requirement or operating licence.
- Describe the investment project. Set out the proposed operation, site and funding. Identify land, construction or other project features that could trigger separate approvals.
- Confirm the live filing route. Ask the competent authority for the proposed location and activity which procedures, forms and supporting documents apply, and how entity establishment relates to the project’s IRC procedure under the 2025 law.
- Complete applicable entity and project procedures. Follow the confirmed route rather than assuming that the older IRC-before-ERC sequence or any unverified timeline applies to your case.
- Resolve operational requirements before opening. Verify any applicable land, construction, fire-prevention, environmental or sector operating approvals, along with current banking, tax, accounting and electronic-invoice requirements.
Which additional approvals might apply?
Not every company needs every approval. The project’s activities, site and physical works determine whether additional procedures are relevant. InvestVietnam’s general project-procedure guidance identifies possible approval areas that include:
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- Land procedures for projects requiring land rights or site arrangements.
- Construction approvals where the project involves construction or relevant building works.
- Fire-prevention requirements where applicable to the project or premises.
- Environmental procedures where the project’s activities trigger them.
- Operating licences or approvals for conditional or otherwise regulated sectors.
Use these as issues to screen for, not as a universal checklist. Have the proposed activity and location assessed against current requirements before signing a lease, beginning construction or starting regulated operations.
What to verify before you file
The Government-hosted Law No. 143/2025/QH15 establishes the central sequencing point: an entity may be established before investment-certificate procedures if relevant market-access conditions are satisfied, while foreign-investor investment projects remain subject to IRC requirements. The reviewed official material does not settle a complete current implementing workflow for every inbound-investment case.
- The foreign-investor market-access conditions for every planned business line.
- Whether the chosen route requires an IRC and how that procedure relates to entity establishment in this case.
- The competent filing authority, current forms, required supporting documents and deadlines for the project location and activity.
- Whether land, construction, fire-prevention, environmental or sector approvals apply.
- Current requirements for banking, tax declarations, accounting and electronic invoices.
InvestVietnam’s older company-setup page can help you anticipate document categories, but it describes an earlier process and should not be relied on for current sequencing or timelines. The Government-hosted text of Decree 168/2025/ND-CP concerns enterprise registration; by itself, it does not settle the full inbound-investment workflow under the 2025 investment law.
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