Setting up a 100% foreign-owned (FDI) company in Vietnam 2026 (under the new Investment Law)

1. Can foreigners own 100% of the capital?

Yes. Except for a few restricted sectors, foreign investors may hold 100% of the charter capital.

Under Appendix I of Decree 96/2026/NĐ-CP, there are 23 sectors not yet open to foreign investors (e.g. press and opinion polling; notarisation, judicial expertise, bailiff services; private investigation; blasting services; natural forest exploitation and inshore fishing; import of used ships for dismantling; direct collection of domestic waste…).

In addition, Appendix IV of Investment Law 143/2025 (conditional business lines) applies from 1 July 2026 — foreign investors entering these lines must meet ownership-ratio and qualification conditions. All other sectors allow 100% foreign ownership.

2. Key changes in the 2026 Investment Law

1. New law: Investment Law No. 143/2025/QH15 replaces Investment Law 61/2020, effective 1 March 2026.
2. Authority change: provincial IRC and ERC are now handled by the Department of Finance (formerly the Department of Planning and Investment).
3. Incorporate first, certify later: eligible investors may incorporate first and obtain the IRC within 12 months.
4. Full digitalisation: investment registration via the National Investment Information Portal, with paper and electronic dossiers in parallel.

⚠️ Materials still citing Investment Law 61/2020 or old decrees (such as 31/2021) are outdated and should not be relied upon.

3. Conditions for setting up an FDI company

• Market access: the sector is not prohibited and meets ownership-ratio and business conditions;
• Lawful premises: valid documents for the site (lease, ownership proof…), residential addresses not allowed;
• Financial capacity: proof of funds commensurate with the project (bank statements, parent-company financials…);
• Lawful investor: individuals with a valid passport, organisations with lawful incorporation documents;
• Legal representative and charter in place.

4. What are IRC and ERC?

• Investment Registration Certificate (IRC): confirms the investment project is lawful; a document specific to FDI enterprises.
• Enterprise Registration Certificate (ERC): confirms legal-entity status, equivalent to a business licence, under Enterprise Law 59/2020 and the 2025 amendment (Law 76/2025).

FDI enterprises usually need the IRC first, then the ERC; but under the new 2026 decree, eligible investors may incorporate first and obtain the IRC within 12 months.

5. The full 5-step process

1. Market-access check — confirm the sector and permitted foreign ownership ratio;
2. Submit the IRC application — via the National Investment Information Portal, with paper dossier;
3. Appraisal and IRC issuance — the Department of Finance issues within 10 working days of the paper and electronic dossiers matching (Article 47, Decree 96/2026);
4. Apply for the ERC and company seal — the ERC is usually issued within 3 working days;
5. Open a Direct Investment Capital Account (DICA), register for tax and e-invoicing.

6. Incorporate first, get the IRC later?

Yes. This is a major convenience of the 2026 decree: eligible investors may complete incorporation first and obtain the IRC within 12 months, starting operations faster.

Note: to enjoy investment incentives, an IRC recording the project is usually still required in practice; plan ahead case by case.

7. Documents to prepare

• Investor's passport (individual) or registration/incorporation certificate(institutional investor) — requires consular legalisation or Apostille;
• Proof of financial capacity (bank statements, parent-company financial statements…);
• Lawful premises documents (lease, etc.);
• Investment project proposal;
• Beneficial-owner information (under Law 76/2025 amending the Enterprise Law, declared from 1 July 2025);
• Company charter, legal-representative documents…

8. Minimum charter capital & contribution

Vietnam has no uniform statutory minimum charter capital for most sectors, but the investment registration authority assesses whether the capital is commensurate with the project; some conditional sectors (real estate, finance, education…) have specific capital requirements.

Charter capital must be fully contributed within 90 days from issuance of the ERC.

9. Total time required

• IRC: 10 working days after the dossiers match (statutory deadline);
• ERC: usually 3 working days;
• Including document legalisation, account opening, etc., a typical project takes about 4–8 weeks, depending on the sector and province.

10. Which sectors are restricted/prohibited?

Under Appendix I of Decree 96/2026/NĐ-CP, 23 sectors are not yet open to foreign investors; conditional business lines in Appendix IV of Investment Law 143/2025 apply from 1 July 2026, with foreign investors required to meet the relevant conditions. Run a market-access check before registering.

11. What to do after incorporation

• Open a Direct Investment Capital Account (DICA) and contribute capital on schedule;
• Register for tax and e-invoicing and file monthly/ quarterly;
• Obtain a work permit (under Decree 219/2025) and a temporary residence card (TRC) for foreign employees;
• Join social insurance as required;
• Submit periodic reports on the investment project.

12. Common risks and misconceptions

• Myth 1: relying on repealed laws — you must follow Law 143/2025 and Decree 96/2026;
• Myth 2: choosing the wrong business code, limiting market access;
• Myth 3: committing too little capital, affecting the IRC and later work permits;
• Myth 4: non-compliant premises (residential address, no lawful lease).

13. DIY or use a professional service?

FDI registration in Vietnam spans investment, enterprise, foreign exchange, tax and labour law, and the new 2026 law has just taken effect with practice still settling. Dong Nam A (visanhapcanh.com) provides end-to-end service in Vietnamese / English / Chinese, covering IRC, ERC, capital accounts, work permits and temporary residence cards.

• Hotline: 0962.220.666 / 0982.261.661
• Email: lienhe@dongnamavisa.vn

Frequently asked questions (FAQ)