The FDI company establishment in Vietnam requires thorough preparation and compliance with investment legal regulations. To ensure a smooth, fast, and legally compliant registration process, investors need to choose the most suitable method for their business model. At Tân Khôi, we offer a comprehensive FDI company establishment service, providing support from legal consultation and document preparation to completing business registration procedures.
FDI company establishment in Vietnam – A guide for foreign investors
Foreign investors looking to establish an FDI company in Vietnam can choose between two main methods, depending on their investment conditions and business goals:
Method 1: Registering for an Investment Certificate
This method requires investors to apply for an Investment Registration Certificate (IRC) before officially establishing the company. Once the certificate is granted, the investor can proceed with the company registration process.
- Estimated processing time: 40 – 55 days (or longer, depending on the business sector).
- Advantages:
-
- Allows investors to bid for large-scale projects, including those from the Vietnamese government.
- Provides a clear legal foundation for foreign ownership in restricted industries.
Method 2: Contributing capital to a Vietnamese company
In this approach, investors first establish a 100% Vietnamese-owned company. Then, they buy shares and contribute capital to officially become shareholders of the company.
- Estimated processing time: 20 – 25 days from the date of submission.
- Advantages:
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- Faster setup time compared to the investment certificate method.
- Lower costs and a simplified accounting process.
Choosing the right method depends on the nature of the business, industry regulations, and the investor’s long-term strategy.
Service for FDI company establishment through capital contribution to a Vietnamese company
Foreign investors can establish an FDI company in Vietnam by first setting up a company with 100% Vietnamese capital and later transferring ownership through capital contribution. This approach offers a faster and more cost-effective alternative to direct investment registration.
|
Region |
Cost (VND) |
| Southern provinces (Ho Chi Minh City, Binh Duong, Can Tho…) |
15,000,000 |
|
Central provinces (Da Nang, Quang Ngai, Nghe An, Thanh Hoa, Quang Tri…) |
23,000,000 |
| Northern provinces (Hanoi, Hai Phong, Thai Nguyen, Quang Ninh, Bac Ninh…) |
23,000,000 |
- Processing time: 20 – 25 working days.
- Phase 1: Register a company with 100% Vietnamese capital (5 days).
- Phase 2: Convert capital from Vietnamese shareholders to foreign shareholders (15 – 20 days).
4 Steps to Establish an FDI Company with Capital Contribution
- Prepare company establishment documents based on industry, capital, and ownership details.
- Sign the establishment documents in a face-to-face meeting with the client.
- Submit the company registration documents to the Department of Planning and Investment.
- Obtain the business license and legal company seal.
Documents Required for Company Registration & Capital Transfer
✅ General Requirements
- Company details: Name, address, business activities, charter capital, etc.
- Notarized copies of ID card/CCCD/passport of Vietnamese shareholders (2 copies).
✅ For Foreign Investors (Individuals & Organizations)
- If the investor is an individual: Notarized passport copy of the foreign investor (3 copies).
- If the investor is an organization: Consular legalized business registration certificate (2 copies).
Why choose our service?
At Tân Khôi, we provide comprehensive support for setting up an FDI company through capital contribution. Our expert consultants ensure that the entire process is completed accurately and efficiently, preventing unexpected legal issues.
We offer free consultation on your industry and business goals, helping you navigate the regulatory framework with ease. Simply provide your business details, and we will handle the rest.
Service for FDI company establishment by obtaining an investment registration certificate
Foreign investors looking to establish an FDI company in Vietnam through direct investment must obtain an Investment Registration Certificate (IRC) before registering the company. This method is required for large projects or investments requiring legal status in Vietnam.
Total Cost & Processing Time
- Total cost (nationwide): 30,000,000 VND
- Processing time: 40 – 45 working days
- Investment registration process: 35 – 40 days (As per Vietnam’s 2014 Investment Law for foreign investors).
- Company establishment process: 5 days (After obtaining the investment certificate).
Step-by-Step Process of Establishing an FDI Company
- Investment Registration Certificate Application
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- Prepare and submit the Investment Certificate application to the Department of Planning and Investment (DPI).
- Approval timeframe: 35 – 40 days.
- Company Registration for a Foreign-Invested Enterprise
-
- Submit the company registration dossier to officially establish the business.
- Approval timeframe: 5 days.
Required Documents for FDI Company Registration
✅ Documents for Investment Certificate Application
- Notarized passport copy (for individual foreign investors).
- Notarized ID/CCCD/passport copy (if Vietnamese investors contribute capital).
- Financial proof (bank statement showing a balance higher than the registered capital).
- Lease agreement (for the investment project location).
- Profile of investor’s capacity and experience (demonstrating industry expertise).
✅ Documents for Company Establishment
- Notarized operation license copy (for foreign corporate investors).
- Authorization letter (from the foreign investor to a representative in Vietnam).
- Notarized passport copy (of the appointed company representative).
- Company charter (rules & regulations).
📌 Important Notes:
- Foreign documents must be consular legalized and translated into Vietnamese.
- For wholesale & retail businesses, after DPI licensing, companies must register their business with the Department of Industry and Trade.
- The Investment Certificate is mandatory for:
- Large-scale projects or projects related to the Vietnamese government.
- Foreign investors needing legal status in Vietnam to invest overseas.
Why Choose Tân Khôi?
We provide end-to-end support for FDI company establishment, ensuring accuracy and compliance with Vietnamese investment regulations. Contact us now for free consultation and get your company registered seamlessly!
Comparing direct investment vs. capital transfer – Pros and cons of FDI company establishment
When establishing an FDI company in Vietnam, foreign investors can choose between two methods: contributing capital to a Vietnamese company or applying for an investment certificate. Each method has its own advantages and disadvantages.
|
Criteria |
Capital Contribution to a Vietnamese Company |
Applying for an Investment Certificate |
|
Advantages |
✅ Lower cost |
✅ Provides an Investment Certificate |
|
✅ Simplified procedures |
✅ Higher reliability |
|
|
✅ No requirement for a bank account balance statement |
||
|
Disadvantages |
❌ Must submit a Personal Income Tax (PIT) return |
❌ Higher cost |
|
❌ Requires a Vietnamese nominee shareholder at the start |
❌ More complex procedures |
|
|
❌ Lower reliability due to reliance on a local nominee |
❌ Requires a bank statement to prove investment capital |
|
Key Considerations for Foreign Investors
- Reliability & Risk
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- In the capital contribution method, a Vietnamese shareholder must initially own the company, which introduces potential risks if investors do not have trusted local partners.
- The direct investment method, though more costly and complex, ensures full ownership and legal protection.
- Documentation Requirements
-
- Capital Contribution: No need for a financial proof statement.
- Investment Certificate: Requires bank statements and proof of investment capital, making it more transparent but time-consuming.
- Cost & Timeframe
-
- Capital Contribution: Lower cost (15M – 23M VND) but involves PIT declaration.
- Investment Certificate: Higher cost (30M VND) but provides a stronger legal foundation.
Which Method is Best for You?
✅ Choose Capital Contribution if:
- You want to minimize costs and complete registration faster.
- You have a trusted Vietnamese partner to act as the initial shareholder.
✅ Choose Direct Investment if:
- You prefer full legal ownership from the start.
- You are investing in large-scale projects or need strong legal security.
At Tân Khôi, we provide tailored solutions to help foreign investors choose the right method and navigate the legal process efficiently. Contact us today for a free consultation!
Navigating Vietnam’s foreign investment laws can be complex, but with the right support, you can legally establish and operate your business with ease. At Tân Khôi, we provide end-to-end services for foreign investors, including company registration, legal consultation, and compliance support.
Whether you opt for direct investment or capital contribution, our expert team ensures a smooth and efficient process, minimizing risks and delays. Contact us today for a free consultation and start your business in Vietnam with confidence!
