What Is an FDI Company in Vietnam? Conditions and Setup
If you are a foreign investor who wants to do business in Vietnam under your own name, the FDI company is the first concept to understand. This guide explains what an FDI company is, how it differs from a domestic one, what conditions apply, and how the process works under current investment law.
What is an FDI company?
FDI stands for Foreign Direct Investment. An "FDI company" is the common name for a Vietnamese company that has capital from a foreign investor — whether an individual or a foreign organization.
The biggest difference from a purely domestic company lies in the paperwork: an FDI company usually has to obtain an Investment Registration Certificate (IRC) to record the project first, and only then register the enterprise (ERC). It is also bound by rules on permitted business lines, foreign-ownership limits, and must contribute capital through a dedicated capital account.
100% foreign-owned or joint venture?
Foreign investors typically choose between two structures:
- 100% foreign-owned company — the foreign investor owns it entirely and decides everything; suitable where the business line allows full foreign ownership
- Joint venture — capital is shared with a Vietnamese partner at an agreed ratio; required or advisable where a conditional sector caps foreign ownership, or where you want a partner who knows the market
Conditions: business lines, ownership, capital
Three sets of conditions to check before preparing the file:
- Business lines: confirm the sector is open to foreign investors — many fall under the conditional group set by international commitments and Vietnamese law
- Foreign-ownership ratio: some conditional sectors cap how much a foreign investor may hold (for example, requiring a joint venture with a local partner)
- Capital: there is no general minimum across all sectors, but charter capital must match the scale of the project; some conditional sectors set their own capital requirements
The process: IRC, ERC and where to file
The core process involves two licenses: the IRC — the Investment Registration Certificate (recording the project), and the ERC — the Enterprise Registration Certificate (creating the legal entity). Since 1 July 2025, both are filed at the Department of Finance (Sở Tài chính) — the authority that took over this function after the merger, no longer the former Department of Planning and Investment.
On statutory timing: the IRC takes about 15 working days and the ERC about 3 working days. The legal basis is the 2020 Investment Law (and Law 143/2025, effective 1 March 2026). In practice, the full process usually runs from a few weeks to more than a month, owing to document legalization and rounds of supplementary filings.
Post-licensing steps
Getting the ERC is not the finish line — the company needs a few more steps to be fully operational and able to receive capital lawfully:
- Carve the company seal
- Register the tax code and initial tax obligations
- Open a direct investment capital account (DICA) — charter capital must be contributed within 90 days through this account
- Obtain any sub-licenses your sector requires before trading
Not sure your sector qualifies for FDI?
Get a quote →We check your business lines, ownership ratio, and capital structure before filing to avoid a rejection at the investment stage, then handle the whole IRC, ERC and post-licensing process. Costs have several components (state fees, translation and legalization, service fee) — we give you one fixed all-in quote once we understand your project. The quote is free and no-obligation. InTimeVisa is a private consulting firm, not a government agency, and is not affiliated with the Vietnamese government.