Legal Guide: Establishing a Foreign-Invested Enterprise (FDI) in Vietnam
Comprehensive guidance on market entry conditions, statutory licensing procedures, and statutory compliance timelines under the Vietnamese Law on Investment.
Vietnam continues to solidify its position as an attractive investment destination in Southeast Asia. For multinational corporations and emerging founders establishing operations in Vietnam, understanding the dual-tier licensing mechanism and market access commitments is paramount.
1. Market Access Verification
Foreign investors must evaluate statutory foreign ownership caps and conditional investment categories pursuant to Vietnam’s WTO Commitments, bilateral trade agreements (e.g. EVFTA, CPTPP), and the Law on Investment.
Depending on the operational scope:
- 100% foreign ownership is permitted in most manufacturing, consulting, and technological sectors.
- Joint-venture caps apply to logistics, advertising, tourism, and telecommunications.
2. The Two-Step Incorporation Procedure
In contrast to purely domestic enterprises, establishing an FDI economic organization requires two mandatory certifications:
- Investment Registration Certificate (IRC): Issued by the Department of Planning and Investment (DPI) or Industrial Zone Management Authority within 15 statutory business days.
- Enterprise Registration Certificate (ERC): Issued by the Business Registration Office within 3 statutory business days.
3. Practical Recommendations
Ensure verified documentation evidencing financial capability (notarized and consular-legalized bank statements) and valid registered office lease contracts conforming to master urban zoning plans before formal submission.