PROCEDURES FOR ESTABLISHING A 100% FOREIGN-OWNED COMPANY IN VIETNAM 2026

Vietnam is entering a new phase of rapid economic growth and has become a strategic destination for international investors. With a stable economy, a favorable location in Southeast Asia, an abundant workforce, and increasingly open foreign investment policies, Vietnam continues to attract significant foreign direct investment.

In 2026, establishing a 100% foreign-owned company remains one of the most effective options for foreign investors seeking full control over business operations while expanding their presence in the Vietnamese market.

In this article, Khanh An Business Law provides a comprehensive guide to the procedures for establishing a 100% foreign-owned company in Vietnam in 2026 in accordance with the current laws and regulations.

1. Legal Basis

The procedures for establishing a 100% foreign-owned company in Vietnam are primarily governed by the following legal documents:

• Law on Enterprises 2020 (Law No. 59/2020/QH14);
• Law on Enterprises 2025 (Law No. 76/2025/QH15), amending and supplementing several provisions of the Law on Enterprises 2020;
• Law on Investment 2025 (Law No. 143/2025/QH15);
• Decree No. 96/2026/ND-CP detailing and guiding the implementation of several provisions of the Law on Investment;
• Circular No. 38/2026/TT-BTC prescribing forms and reports relating to foreign investment activities.

2. Overview of a 100% Foreign-Owned Company

A 100% foreign-owned company is an enterprise established in Vietnam in which 100% of the charter capital is owned by one or more foreign investors, whether individuals or foreign organizations.

Although the company is wholly owned by foreign investors, it is recognized as a Vietnamese legal entity. Accordingly, it must be established, organized, and operated in compliance with Vietnamese laws, including the Law on Investment, the Law on Enterprises, and the international treaties to which Vietnam is a contracting party.

3. Conditions for Establishing a 100% Foreign-Owned Company

Investment Capital Requirements

Currently, Vietnamese law does not prescribe a specific minimum investment capital requirement for foreign-invested enterprises. However, the investment registration authority will assess the proposed investment capital based on factors such as the project's scale, business sector, project location, and the investor's financial capacity.

In practice, to increase the likelihood of obtaining investment approval, the investment capital should be determined in accordance with the business plan and actual operational needs. For long-term and stable investment projects, investors often choose a relatively high level of capital to demonstrate the project's feasibility and their long-term investment commitment.

Requirements for the Project Location and Company Headquarters

The project location must comply with the applicable land-use planning and the designated purpose of the premises.

- Manufacturing activities: Manufacturing facilities are generally required to be located in factories or industrial parks that comply with the approved planning. Export processing enterprises (EPEs) must operate within export processing zones or industrial parks authorized to apply the EPE regime.

- Trading and service activities: Business premises may be located in office buildings, commercial centers, or other locations legally designated for commercial purposes.

Investors are required to prepare documents proving their lawful right to use the business premises, such as a lease agreement and the lessor's legal ownership or usage documents.

Requirements for the Legal Representative

- The legal representative must be an individual with full legal capacity in accordance with Vietnamese law.

- A company may appoint one or more legal representatives. However, it must ensure that at least one legal representative resides in Vietnam to exercise the company's rights and fulfill its legal obligations.

- If the sole legal representative leaves Vietnam, the company must authorize another individual residing in Vietnam, in writing, to perform the relevant rights and obligations on its behalf.

Nationality Requirements for Foreign Investors

The nationality of a foreign investor is an important factor during the application review process. Depending on Vietnam's international commitments, investors from certain countries or territories may be subject to restrictions on foreign ownership ratios or the scope of business sectors open to investment.

Accordingly, before initiating the incorporation process, investors should carefully review the market access conditions applicable to their country or territory.

Personnel Requirements

If the company intends to operate in a conditional business line, Vietnamese law may require its managerial or professional personnel to satisfy specific qualifications, professional licenses, or practical experience requirements.

Business sectors that commonly impose such requirements include:

- Overseas study consultancy services;

- Insurance agency services;

- Architectural services; and

- Other conditional business sectors as prescribed by law.

These requirements are intended to ensure that the company possesses qualified personnel capable of providing professional services while complying with applicable legal regulations. They also contribute to enhancing the company's credibility and building trust with clients.

Requirements for Conditional Business Lines and Investment Sectors

The conditions applicable to conditional business lines and investment sectors are specifically provided under the Law on Investment No. 143/2025/QH15 and Decree No. 96/2026/ND-CP. These regulations impose specific restrictions, requirements, or conditions depending on each business line or investment sector.

4. Application Dossier and Procedures for Establishing a 100% Foreign-Owned Company in Vietnam

Procedures for Obtaining an Investment Registration Certificate (IRC)

For investment projects that are not subject to investment policy approval, the procedures for establishing a 100% foreign-owned company are as follows:

Step 1: Submit the Application for an Investment Registration Certificate

The investor shall submit one (01) application dossier to the investment registration authority.

- Pursuant to Article 32 of Decree No. 96/2026/ND-CP, the application dossier includes:

- A written request for implementation of the investment project;

- Documents evidencing the investor's legal status;

- Documents proving the investor's financial capacity, including at least one of the following:

• Audited financial statements for the two most recent years;
• A financial support commitment from the parent company;
• A financial support commitment from a financial institution;
• A financial guarantee for the investor's financial capacity; or
• Other documents demonstrating the investor's financial capability;

- An investment project proposal. Where construction laws require a pre-feasibility study report, such report may be submitted in lieu of the investment project proposal;

- Where the project does not request the State to allocate or lease land or permit a change in land-use purpose, a copy of documents evidencing land use rights or other documents proving the investor's lawful right to use the project location;

- An explanation of the technology to be used in the investment project for projects subject to technology appraisal or consultation in accordance with the laws on technology transfer;

- A Business Cooperation Contract (BCC), if the investment project is implemented under the BCC model;

Other documents relating to the investment project or demonstrating that the investor satisfies statutory conditions or eligibility requirements (if any).

Note: For investment projects that have already commenced operations, the investor shall submit the above documents. However, the investment project proposal shall be replaced by a report on the project's implementation from the commencement date up to the date of application for the Investment Registration Certificate.

Step 2: Issuance of the Investment Registration Certificate

Within 15 days from the receipt of a valid application dossier, the investment registration authority shall issue the Investment Registration Certificate (IRC) to the investor.

Procedures for Incorporating a 100% Foreign-Owned Company

After obtaining the Investment Registration Certificate, the investor may proceed with the company incorporation procedures as follows:

Step 1: Prepare the Company Registration Dossier

The incorporation dossier includes:

• Application for enterprise registration;
• The company's Charter (Articles of Association);
• List of members or shareholders;
• Certified copies of the following documents for individual members or shareholders: Citizen Identity Card (ID Card), Passport, or other legally valid personal identification documents;
• Establishment decision, Enterprise Registration Certificate (or equivalent document) of the organizational member, together with the authorization letter for its authorized representative;
• For foreign organizational members, a consular legalized copy of the Enterprise Registration Certificate or equivalent legal document;
• The Investment Registration Certificate (IRC) issued in accordance with the Law on Investment.

Step 2: Submit the Enterprise Registration Application

The investor shall submit the application dossier to the Business Registration Authority under the provincial Department of Finance.

The statutory processing time for issuing the Enterprise Registration Certificate (ERC) is 05 working days from the date on which a complete and valid dossier is received.

Step 3: Publish Enterprise Registration Information

After the Enterprise Registration Certificate has been issued, the company must publicly disclose its enterprise registration information on the National Business Registration Portal in accordance with the prescribed procedures and upon payment of the applicable publication fee.

Competent authority: The Business Registration Authority under the provincial Department of Finance.

Step 4: Company Seal Engraving

The final step in establishing a 100% foreign-owned company is the creation of the company seal.

Under the Law on Enterprises, the company has the right to determine the form, design, and quantity of its seals, provided that such decisions comply with Vietnamese law.

The enterprise is solely responsible for the creation, management, and use of its corporate seal. Therefore, unlike previous regulations, enterprises are no longer required to notify or publish the seal specimen with the business registration authority.

The company may freely determine the design and number of its seals within the limits prescribed by law.

5. Khanh An's 2026 Service for Establishing a 100% Foreign-Owned Company in Vietnam

At Khanh An Business Law, clients only need to provide the necessary information and describe their investment needs. We will take care of all remaining legal procedures by offering comprehensive consultation, preparing the required documents, and completing the incorporation process in a professional and efficient manner.

Our services include:

- Providing legal advice on the establishment of a 100% foreign-owned company in Vietnam;

- Preparing a complete application dossier in compliance with applicable laws and regulations;

- Representing clients in submitting application dossiers to the competent authorities;

- Monitoring the application process and handling any issues that may arise;

- Receiving the results and delivering all completed documents to clients;

- Providing ongoing legal consultation on all matters related to the company's establishment and operation.

Recommended Reading: *Why Foreign-Invested Enterprises Should Establish an Ongoing Legal Advisory System in Vietnam*

Prestige – Quality – High Efficiency are the core values that Khanh An Business Law is committed to delivering to every client. The trust and positive feedback we have received from our clients continue to inspire us to grow and provide even better legal services.

The above is our legal guidance on the procedures for establishing a 100% foreign-owned company in Vietnam in 2026. Should you require further information or professional assistance, please contact **Khanh An Business Law LLC** for detailed consultation and efficient support throughout the incorporation process.

Contact Information

KHANH AN BUSINESS LAW LLC

Hotline: (+84) 24 6688 5821 / (+84) 976 529 499

Address: 88 To Vinh Dien, Khuong Dinh, Hanoi, Vietnam

Website: khanhanlaw.com

Email: info@khanhanlaw.net