5 Simple Steps to Establish an FDI Enterprise in Vietnam - Save Time & Costs

Vietnam: A Premier FDI Destination in Asia for 2024-2025

With an impressive GDP growth rate of 7.09% in 2024 and a forecast to maintain strong growth at 6.8% in 2025, Vietnam continues to affirm its position as one of the most dynamic and fastest-growing economies in Southeast Asia. Vietnam’s attractiveness is further evidenced by the record-breaking foreign direct investment (FDI) disbursement of USD 25.35 billion in 2024. In the first month of 2025 alone, Vietnam attracted an additional USD 4.33 billion in registered FDI, a spectacular increase of 48.6% compared to the same period last year. Giants from Singapore (USD 10.21 billion), South Korea (USD 7.06 billion), and many other countries are actively investing in key sectors such as high technology, semiconductor manufacturing, and green energy, taking full advantage of attractive incentive policies and an increasingly improved business environment. If you are nurturing a plan to establish an FDI enterprise (with foreign investment capital) in Vietnam in 2025, do not miss the detailed and professional A-to-Z guide below. We will provide a step-by-step process and important notes to help you optimize investment opportunities and build a sustainable development future in this potential-rich market.

Guidance on Establishing an FDI Enterprise in Vietnam in 2025 – Detailed From A to Z

1. Identify the Industry and Investment Form

a. Identify the Business Line

The first and extremely important step is to clearly identify the business line you want to invest in Vietnam. It is essential to carefully check whether this business line falls under the list of restricted industries or requires special conditions for foreign investors. To ensure compliance with the law, you need to look up detailed information in the Law on Investment 2020 and related legal documents. At the same time, it is also necessary to consider international commitments that Vietnam has signed (e.g., WTO, CPTPP, EVFTA…), as these commitments may have specific regulations on opening the market for foreign investors in each specific sector.

b. Choose the Appropriate Investment Form

After identifying the industry, you need to choose the investment form that suits your business strategy and goals. Popular FDI investment forms in Vietnam include:

• Establishing a 100% foreign-owned company: This is a form where the foreign investor independently establishes and owns all the capital of the company in Vietnam.
• Capital contribution, share purchase, purchase of contributed capital in a Vietnamese company: This form allows foreign investors to cooperate with existing businesses in Vietnam.
• Business Cooperation Contract (BCC): This is a form of cooperation between investors to implement a specific business project without establishing a new legal entity.

2. Proceed with Applying for the Investment Registration Certificate (IRC)

The Investment Registration Certificate (IRC) is one of the most important licenses for you to implement an FDI investment project in Vietnam. Below is the process and necessary notes:

a. Documents to Prepare

To apply for an IRC, you need to prepare the following documents fully:

• Investment Project Proposal: This document needs to clearly state the basic information about the project, the investor, and include a commitment to bear all costs and risks if the project is not approved.
• Documents on the Legal Status of the Investor:
  
  • For individuals: A notarized copy of the passport.
  • For organizations: A notarized copy of the Business Registration Certificate or other equivalent documents.
• Investment Project Proposal: This document needs to describe the project in detail, including:
  
  • Information about the investor or the chosen form of investor selection.
  • Investment objectives.
  • Investment scale.
  • Investment capital and capital mobilization plan.
  • Project implementation location.
  • Project implementation duration and schedule.
  • Information on the current land use status at the project implementation site and proposed land use needs (if any).
  • Labor needs.
  • Proposal for investment incentives (if any).
  • Preliminary assessment of the project’s socio-economic and environmental impacts (if any).
• Documents Proving the Financial Capacity of the Investor: At least one of the following documents needs to be provided:
  
  • Audited financial statements of the investor for the last 2 years.
  • Commitment to financial support from the parent company (if any).
  • Commitment to financial support from a financial institution.
  • Guarantee of the investor’s financial capacity.
  • Other documents proving the investor’s financial capacity (e.g., bank statements with confirmation).
• Documents Proving the Right to Use the Project Location: For example:
  
  • A notarized or certified copy of the business premises lease agreement.
  • A certificate of land ownership or land use rights of the investor.
• Business Cooperation Contract (BCC): Applicable to investment projects in the form of a BCC contract.

b. Submit Application at

Depending on the project location, you will submit the application to the following agencies:

• For projects located outside industrial parks, export processing zones, high-tech zones, and economic zones: Submit the application directly or through the online public service portal at the Department of Planning and Investment of the province/city where the project is expected to be implemented.
• For projects located within industrial parks, export processing zones, high-tech zones, and economic zones: Submit the application directly or through the online public service portal at the Management Board of the respective Industrial Park/Economic Zone.

c. Processing Time

The time for competent authorities to consider and issue the IRC usually ranges from 25 to 35 working days (excluding Saturdays, Sundays, and public holidays).

3. Establishing the Enterprise (ERC) & Starting Operations

After receiving the IRC, you need to proceed with the steps to establish the enterprise and start operations:

a. Implementation Steps

1. Register the establishment of the company at the Department of Planning and Investment of the province/city (where the company’s head office is located).
2. Receive the Enterprise Registration Certificate (ERC) after approximately 5-7 working days from the date of submitting a valid application.
3. Seal the company according to the registered sample.
4. Open a bank account at a legally operating commercial bank in Vietnam.
5. Contribute capital according to the committed deadline in the investment registration dossier (usually up to 90 days from the date of IRC issuance).
6. Register for tax, declare tax, and register to use electronic invoices in accordance with the provisions of tax law.

4. Apply for Other Licenses (If Necessary)

Depending on the specific business line, your FDI company may need to apply for other licenses to operate legally, such as:

• ✔ Sub-licenses: For conditional business lines such as retail, education, finance, healthcare,…
• ✔ Work permits & Temporary residence cards for foreign employees working at the company.
• ✔ Environmental permits, Fire safety certificates,…

5. Legal Compliance & Business Administration

After the FDI enterprise officially starts operating, effective compliance with legal regulations and business administration is extremely important to ensure sustainable development:

• Report on the periodic implementation of the investment project: Enterprises need to submit reports as prescribed, including Investment Supervision Reports and Investment Reports, to the investment management agency.
• Fulfill tax obligations correctly: Declare and pay all types of taxes fully and on time in accordance with Vietnamese law.
• Comply with accounting & auditing regulations: Carry out accounting work, prepare financial statements, and audit in accordance with standards and regulations.

Summary

Vietnam is becoming a leading investment destination in Asia, thanks to:

• Stable economic growth (2025 GDP forecast at 6.8%).
• Record FDI inflows (USD 25.35 billion in 2024, strong growth in 2025).
• Effective investment support policies, focusing on high technology, manufacturing, and renewable energy.

With an increasingly open and favorable business environment, Vietnam is an optimal choice for investors looking to expand their market in Southeast Asia. Understanding the process of establishing an FDI enterprise and important notes will help you maximize business opportunities in Vietnam in 2025!