Vietnam FDI Company Setup FAQ: IRC, ERC & Ownership

Updated 2026-07-07

Thinking about opening a foreign-invested company in Vietnam and wondering where to start? These are the questions investors ask us most — the IRC and ERC, minimum capital, whether you can own 100%, and which sectors are restricted. We prepare and lodge both dossiers while the authorities issue the certificates, and we're glad to pre-check your exact business lines.

What is the difference between the IRC and the ERC, and why do I need both?

As a foreign investor you normally need two certificates in sequence: the IRC (Investment Registration Certificate) records your investment project and confirms it is allowed, and the ERC (Enterprise Registration Certificate) then brings the company into existence as a legal entity. The IRC comes first; only once it is granted do we register the enterprise for the ERC. We prepare and lodge both dossiers for you — the authorities issue the certificates.

How long does the whole process really take?

By law the IRC takes about 15 days and the ERC about 3 working days once a complete dossier is filed. In practice, from your first document to a company that is fully up and running, plan for roughly 4–8 weeks — most of the extra time goes into legalising overseas documents and any rounds of supplementary requests. Getting the paperwork right the first time is the single biggest way to keep it short, which is exactly what we do.

Is there a minimum capital to set up an FDI company?

For most business lines Vietnam sets no fixed statutory minimum — but that does not mean any figure works. Your charter capital must be credible for the scale and nature of your project, and the licensing authority will assess it that way, so an unrealistically low number can get the file queried or rejected. Some conditional sectors (for example certain finance, real-estate or education activities) do carry their own minimum-capital rules; we advise a figure that is both defensible and sensible for your plan.

Can I own 100% of the company, or do I need a Vietnamese partner?

In most sectors you can own 100% and no local partner is required — you hold and run the company entirely under your own name. The exceptions are conditional sectors where Vietnam's WTO commitments or domestic law cap foreign ownership (for example some logistics, advertising, tourism and telecom activities), and there a joint venture may be required. The safe first step is to have your exact business lines checked before you commit — that is the pre-check we always run.

Which sectors are restricted or conditional for foreign investors?

Vietnam keeps a list of sectors that are closed to foreign investment and a much longer list of "conditional" ones where you can invest but must meet extra requirements — a foreign-ownership cap, a minimum capital, a local partner, or a specific licence. These conditions come from Vietnam's WTO commitments and its investment law, and they change over time. Rather than guess, tell us your planned activity and we will confirm in writing whether it is open, conditional, or off-limits before any money moves.

Where are the applications actually lodged?

Since the 1 July 2025 provincial reorganisation, both the investment (IRC) and enterprise (ERC) dossiers are filed with the provincial Department of Finance (Sở Tài chính) — the body that took over this role from the former Department of Planning and Investment (Sở Kế hoạch & Đầu tư) — or, if your project sits inside an industrial park, export-processing or economic zone, the IRC is issued by that zone's management board (Ban Quản lý). We prepare the dossiers and lodge them with the correct office for your province; the authority reviews and issues the certificates.

Can a foreigner be the legal representative or director of the company?

Yes — there is no requirement that the legal representative be Vietnamese, and a foreigner can hold that role and be the director. The one rule to plan around is that the company must have at least one legal representative who resides in Vietnam; if you appoint only one and they live abroad, that will not satisfy it. A common solution is to appoint two legal representatives so one can be based overseas — we advise on the structure that fits your situation.

Do I need a Vietnamese bank account for the capital, and how does the capital get in?

Yes. After the company is licensed you open a capital account at a bank in Vietnam through which your charter capital must flow — it is the channel the authorities use to track foreign investment coming in and profits going out. For a majority or 100%-foreign-owned company this is a direct investment capital account (DICA); a minority investor holding under 51% uses an indirect investment capital account instead, so we confirm the correct account type for your ownership level. Your charter capital must be contributed within 90 days of the ERC being issued. We help set up the account and get the timing right so your contribution is recorded correctly.

What documents do I need to provide as an investor?

It depends on whether the investor is an individual or a company. An individual investor typically provides a passport, proof of financial capacity (a bank statement or balance confirmation covering the capital), and a registered address in Vietnam. A corporate investor also provides its incorporation documents and recent audited financials — and overseas corporate papers usually need consular legalisation and certified Vietnamese translation. We give you an exact checklist once we know your profile.

Do I need a physical office in Vietnam to register?

Yes — the company needs a real registered address in Vietnam, and it must be a lawful commercial address (a purely residential apartment usually cannot be used as a company's registered seat). A lease or a serviced-office arrangement both work. If you have not secured an address yet, tell us and we will advise on options that satisfy the registration requirement for your sector.

What is a sub-licence and will my business need one?

Some business lines need an extra sector-specific permit — a sub-licence — on top of the IRC and ERC before you can actually trade. Common examples include food-and-beverage, education, tourism, recruitment and certain trading or distribution activities. Whether you need one depends entirely on your exact activity; we flag it during the pre-check and, if required, handle the sub-licence as part of the post-licensing work.

As the investor, will I also need a work permit to work at my own company?

Not always. A foreign investor who contributes capital above a set threshold (currently VND 3 billion) can generally be exempt from a work permit, though the exemption still has to be registered with the labour authority. Below that, or if you take a separate employed role, a work permit may be needed. It is case-specific, so check with us for your situation — we handle work permits and the exemption paperwork too.

Can setting up the company get me a temporary residence card (TRC)?

Yes — once you hold an investor role in a licensed FDI company you can usually apply for an investor temporary residence card, which lets you live in Vietnam long-term without visa runs. The length of the card scales with your investment: larger investments generally qualify for longer cards, up to several years. We advise on the category you fall into and prepare the TRC application after the company is set up.

Am I a "beneficial owner" I have to declare, and what tax will the company pay?

Under the amended enterprise law, an individual who owns 25% or more of the charter capital, or otherwise controls the company, is a beneficial owner and must be declared in the registration — we handle that disclosure for you. On tax, the standard corporate income tax rate is 20%, and the company will also deal with VAT, e-invoicing and other obligations once trading. Exact rates and incentives depend on your sector and location, so we confirm the specifics for your case.

What still has to happen after I get the ERC?

The ERC is not the finish line. Before the company can really operate you carve the company seal, register the tax code and initial tax set-up (including e-invoicing), open the corporate bank account and the DICA, contribute the charter capital within 90 days, and obtain any sub-licence your sector needs. We handle this whole post-licensing sequence so you end up with a company that is genuinely ready to trade — not just a certificate.