Foreign Company Registration in Vietnam: Documents, Timelines, and Structures Explained

The short answer

Registering a foreign-owned company in Vietnam requires two core approvals — an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC) — plus a set of post-registration steps before the company can legally operate and invoice. The exact document list depends on whether the investor is a corporate entity or an individual, and on the business sector, but the core registration process is consistent across most industries.

Core documents typically required

• For a corporate investor: certificate of incorporation, company charter, financial statements or bank confirmation of financial capacity, and a board resolution authorizing the investment

• For an individual investor: passport copy and proof of financial capacity (bank statement or similar)

• Investment project proposal: describing objectives, scale, capital, and implementation location

• Lease agreement or proof of right to use the registered office address

• Legal representative’s information and, where applicable, work permit or visa documentation

Documents originating outside Vietnam generally need to be legalized (notarized and consularized, or apostilled where applicable) and translated into Vietnamese before submission.

Registration structures available to foreign investors

1. New 100% foreign-owned entity — the most direct route for investors starting fresh operations.

2. Joint venture with a Vietnamese partner — sometimes required by sector, sometimes chosen strategically for local relationships and market access.

3. Capital contribution or share purchase into an existing Vietnamese company — a faster route in some cases, converting a domestic company into a foreign-invested one, subject to a separate approval process (M&A registration) rather than the standard IRC/ERC track.

4. Representative office — for liaison and market research functions only, without revenue-generating activity.

Choosing between establishing a new entity and acquiring into an existing one is a strategic decision with different timelines, licensing pathways, and tax implications — worth modeling both before committing (see our related guide on M&A Due Diligence in Vietnam vs US Standards: Where the Gaps Actually Are).

Typical registration timeline

For a straightforward services or trading business with complete documentation, expect roughly:

• IRC issuance: approximately 15 working days from a complete, accepted application

• ERC issuance: approximately 3–5 working days after IRC issuance

• Post-licensing setup (seal, bank account, tax registration, e-invoicing): typically an additional 2–4 weeks

Conditional sectors, larger capital projects, or applications requiring input from multiple government departments generally take longer.

Common causes of registration delays

• Incomplete or improperly legalized foreign documents

• Business lines that trigger conditional sector requirements not identified upfront

• Registered office addresses that don’t meet the licensing authority’s requirements for the intended business activity

• Charter capital levels that appear inconsistent with the scale of the proposed business, prompting additional authority queries

How W&A Consulting helps

We prepare and file the full registration dossier, coordinate document legalization, pre-clear business lines against conditional sector requirements, and manage the process through to a fully operational, tax-registered entity — reducing the back-and-forth that causes most registration delays.

Ready to start your Vietnam company registration? Contact W&A Consulting for a documentation checklist tailored to your sector.

FAQ

What are the two main certificates needed to register a foreign company in Vietnam?

The Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC).

Do foreign documents need to be translated for Vietnamese company registration?

Yes — foreign-issued documents generally need legalization and certified Vietnamese translation before submission.

Is buying into an existing Vietnamese company faster than starting a new one?

It can be, depending on the target’s status, but it follows a different approval process (M&A registration) with its own documentation and due diligence requirements.