Foreign investors setting up a business in Vietnam typically form a Limited Liability Company (LLC, 1 or multi-member) as a foreign-invested enterprise, requiring first an Investment Registration Certificate (IRC) from the Department of Planning and Investment (or the relevant industrial zone authority), followed by an Enterprise Registration Certificate (ERC). Some business lines are restricted or capped for foreign ownership under Vietnam's WTO commitments and sector-specific regulations (a 'negative list' concept), and certain sectors require specific licenses (e.g., education, tourism, retail with multiple locations) beyond the basic ERC.
The two-certificate process (IRC then ERC) surprises many first-time foreign founders who expect a single company registration step like in many Western countries — skipping straight to trying to register a company without first obtaining the IRC is a common and costly sequencing mistake.
Key Facts
Two-step registration for foreign-invested companies: (1) Investment Registration Certificate (IRC) confirming the foreign investment project is approved, then (2) Enterprise Registration Certificate (ERC) establishing the legal entity itself.
Common entity types: single-member LLC (one owner, full liability protection), multi-member LLC (2-50 members), and Joint Stock Company (JSC, for larger businesses planning to raise capital broadly or eventually list).
Minimum capital requirements are generally not fixed by law for most business lines (a nominal 'charter capital' is declared by the founders and should be commensurate with the business plan), but specific regulated sectors (banking, real estate, education) have statutory minimums.
Some sectors are restricted, conditional, or capped for foreign ownership under Vietnam's WTO commitments and domestic law — check the specific business line codes (based on Vietnam's national economic sector classification) against current foreign-ownership limits before committing to a business plan.
A registered office address (which can be a serviced/virtual office in many cases, though some licenses require a genuine operating address) and a legal representative resident in Vietnam (or with appropriate authorization) are required.
Total setup timeline for a straightforward foreign-invested LLC is commonly 4-8 weeks from complete application submission to having both IRC and ERC in hand, longer for regulated/conditional sectors.
Steps
Confirm your business line's foreign-ownership eligibility — Check the specific target business activities against Vietnam's foreign-investment negative/conditional list to confirm whether 100% foreign ownership is permitted, capped, or requires a local joint-venture partner.
Prepare and submit the Investment Registration Certificate application — File with the Department of Planning and Investment (or industrial zone management board, if locating in an industrial zone), including the investment project proposal, financial capacity evidence, and founder/parent company documents.
Obtain the Enterprise Registration Certificate — Once the IRC is granted, apply for the ERC to formally establish the legal entity, register the company's charter capital, legal representative, and business lines.
Complete post-registration steps — Register the company seal (where still used), open a Direct Investment Capital Account (DICA) at a licensed bank, register for tax and e-invoicing, and obtain any sector-specific sub-licenses required for your activities.
Publish the registration and begin operations — Publish the enterprise registration information as required, then proceed to hiring, leasing premises, and commencing business activities.
Costs
Government filing fees (IRC + ERC): Typically low, a few hundred USD equivalent in official fees
Legal/consulting fees for setup: USD 1,500-5,000+ depending on complexity
Investment Registration Certificate (IRC): Typically 15-35 working days
Enterprise Registration Certificate (ERC): Typically 3-7 working days after IRC
Full setup to operational readiness: 4-8 weeks typical, longer for regulated sectors
Required Documents
Investment project proposal
Passport/company registration documents of founders (legalized and translated for foreign entities)
Financial capacity evidence (bank statements or parent company financials)
Lease agreement or proof of registered office address
Charter/company statute documents
Common Mistakes
Attempting to skip directly to enterprise registration without first securing the Investment Registration Certificate.
Choosing business line codes without checking current foreign-ownership restrictions, discovering the restriction only after significant setup costs are sunk.
Underestimating the total timeline, especially for regulated sectors requiring additional sub-licenses beyond the basic ERC.
Not opening the Direct Investment Capital Account (DICA) early, which delays capital injection and can stall the ability to legally start spending/operating.