Vietnam has become one of Southeast Asia's most attractive destinations for foreign direct investment, fuelled by a young workforce, competitive costs, and an expanding web of free-trade agreements (CPTPP, EVFTA, RCEP). Setting up a 100% foreign-owned company is entirely possible in most sectors, but the process runs through several agencies and typically takes 4–8 weeks. Knowing the sequence — and where delays happen — is the key to a smooth entry.
Step 1: Investment Registration Certificate (IRC)
The IRC is the foundational approval for foreign investors, issued by the provincial Department of Planning and Investment (DPI) or the management board of an industrial/economic zone. It records your investment project, sector, scale, and registered investment capital. Expect around 15 working days once a complete dossier is submitted, though conditional sectors take longer.
Step 2: Enterprise Registration Certificate (ERC)
After the IRC, you register the legal entity itself — most commonly a single- or multi-member Limited Liability Company (LLC) or a Joint Stock Company (JSC). The ERC assigns the enterprise code (which also serves as the tax code). This step usually takes about 3–7 working days.
Step 3: Post-Licensing Setup
- Carve the company seal and publish the seal specimen
- Register the enterprise with the tax authority and buy a digital signature token
- Open a Direct Investment Capital Account (DICA) at a licensed bank — all charter capital must flow through this account
- Contribute the registered charter capital within 90 days of ERC issuance
- Register for e-invoicing and initial tax declarations
Entity Types Compared
- Single-member LLC: One owner (individual or corporate); simplest governance; most common for wholly foreign-owned subsidiaries
- Multi-member LLC: 2–50 members; suits joint ventures
- Joint Stock Company: Minimum 3 shareholders; can issue shares and is required for certain regulated activities or eventual public listing
Capital Requirements
Vietnam sets no universal minimum charter capital for most sectors, but the amount must be credible relative to your business plan — the DPI assesses whether it is sufficient. Conditional sectors (real estate, finance, education, logistics) impose specific minimums.
Conditional Business Lines
Many activities — retail/distribution, education, healthcare, fintech, logistics, advertising — are 'conditional' and require sub-licences or must meet market-access commitments under Vietnam's WTO and FTA schedules. Always verify your business lines against the conditional list before committing to a timeline.
Common Delays
- Incomplete or inconsistent legalised corporate documents from the parent (notarisation and consular legalisation are mandatory)
- Choosing a business line that triggers an unexpected sub-licence
- Bank onboarding and DICA setup taking longer than anticipated
How Gateway of Asia Helps
We scope your business lines against the conditional list, prepare and legalise the dossier, secure the IRC and ERC, and coordinate seal, tax, DICA, and e-invoice setup — giving you a single point of accountability across every agency.