Start with the activity, not the form
A foreign investor should first define the proposed activity, ownership structure, location and capital plan. Vietnam's current Investment Law, Law No. 143/2025/QH15, took effect on 1 March 2026. Market-access conditions can differ by activity. A company form does not by itself confirm that a foreign investor may perform every planned activity.
Choose the investment-registration route
Decree No. 96/2026/NĐ-CP implements the Investment Law. For a foreign investor establishing an economic organization, Article 72 provides two routes: obtain the Investment Registration Certificate (IRC) before forming the company, or form the company first and obtain the IRC afterwards. The company-first route is not permission to start the investment activity immediately. Article 72 requires the IRC to be obtained within 12 months and restricts the investment project until it is issued.
The correct route depends on the activity, approvals, market-access conditions and transaction documents. Projects that need an investment-policy approval follow separate rules.
Register the enterprise
Enterprise registration is governed by Decree No. 168/2025/NĐ-CP, effective from 1 July 2025 and amended in July 2026 by Decree No. 296/2026/NĐ-CP. The registration file must match the chosen legal form, charter, legal representative, head office and business lines. A registration certificate is not a substitute for sector licences, land, construction, environmental or other approvals that may apply to the planned activity.
Fund the committed capital
For limited-liability companies and joint-stock companies, the Enterprise Law No. 59/2020/QH14 contains capital-contribution rules, including the familiar 90-day period in the relevant company-form provisions. The exact obligation depends on the legal form and registration record. Investors should document transfers through the correct accounts and align the actual funding with the IRC, charter and enterprise registration.
Prepare operations before trading
Before commercial operations, prepare the tax, accounting, invoicing, labour and licence workstreams. The Tax Administration Law No. 108/2025/QH15 and its 2026 implementing rules changed the current framework. Electronic invoices are governed by Decree No. 254/2026/NĐ-CP from 1 July 2026. If foreign staff will work in Vietnam, review Decree No. 219/2025/NĐ-CP separately.
A practical sequence
- Check the proposed activity and foreign-investor market access.
- Select the investment-registration route and legal form.
- Prepare the IRC and enterprise-registration documents that apply.
- Complete capital funding, tax, accounting and invoice setup.
- Obtain sector-specific approvals before the regulated activity begins.
This guide is general information, not legal or tax advice. The authority should confirm the requirements for the investor, locality and activity before filing.
Primary sources
- Law No. 143/2025/QH15 (Investment Law), effective 1 March 2026.
- Decree No. 96/2026/NĐ-CP, especially Article 72.
- Decree No. 168/2025/NĐ-CP, as amended by Decree No. 296/2026/NĐ-CP.
- Law No. 59/2020/QH14 (Enterprise Law).
- Law No. 108/2025/QH15, Decree No. 254/2026/NĐ-CP and Decree No. 219/2025/NĐ-CP.