The integration with the world has had an unprecedentedly strong impact on all aspects of social life, especially the economy, forcing Vietnam to increase its control over capital markets. This has led to the continuous promulgation of laws regulating the capital market in order to improve the supervision activities from a number of Government agencies in regulating the system of banks and other financial institutions for the capital of foreign investors in Vietnam.

Working for many years with investment funds, Vietnamese and foreign banks from different countries, in various transactions related to capital markets, we understand the capital market in Vietnam and the market regulation policy from the Government more than anyone else, which gives us the opportunity to proactively and flexibly use many solutions for investment activities in Vietnam. We always have effective solutions for you to conduct smoothly and quickly transactions, issuance of securities, bonds, debt trading, capital mobilization through various forms including domestic and international IPOs both and capital injection activities of international financial institutions into the Vietnamese market.

Registering a 100% foreign-owned company in Vietnam is possible. However, foreign investment is subject to regulatory limitations applied on each specific business sector.

In most cases, investors shall implement the following steps to establish a company:

Step 1: Obtaining an Investment Registration Certificate, abbreviated IRC (if any non-Vietnamese investors).

Step 2: Obtaining an Enterprise Registration Certificate, abbreviated ERC or BRC for Business Registration Certificate.

The company is established but the following steps are required for regulatory compliance:

Step 3: Post establishment procedures.

Step 4: Obtaining sub-licenses (if any).

IRC stands for Investment Registration Certificate which shall be obtained (in most cases) when a foreign investor wants to set up a project (such as establishing a company) in Vietnam at the beginning.

ERC stands for the Enterprise Registration Certificate which every company in Vietnam must have. In other jurisdiction it is sometimes referred to as the “Incorporation Certificate” or “Company Certificate”.

Joint Stock Company (“JSC”) and Limited Liability Company (“LLC”) are the most common types of company in Vietnam since they offer the following advantages:

  • Limitation in liabilities of their shareholders/ members/ proportionate to their capital contribution;
  • Flexible management structure;
  • Conversion from JSC to LLC and conversely is possible.

In general, there is no minimum capital required by law when registering a company in Vietnam. Only some conditional business sectors such as real estate trading, banking or education have specific capital requirements.

However, the capital shall be sufficient in light of the intended business sectors and scale of operation.

For non-conditional business sectors, we usually need from 6 to 8 weeks to setup a foreign-invested company and 1 week for a Vietnamese-invested one.

However, especially for foreign-owned companies, the time can be extended due to various reasons such as additional requirements from the licensing authorities.

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