Every procedure for foreign investors in Vietnam, in one table

39 procedures from market access to periodic reporting: who decides, who applies, the documents, what must come first, and the legal basis where it is settled. Filter by stage or by entry route.

39 of 39 procedures

Pre-entryMarket accessRequired
Applicable route
All routes
Key question
Is the sector open to foreign investors, and on what conditions?
Procedure or approval
Market-access analysis (no filing)
Applicant
Investor / counsel
Main documents
Business description; group chart
Pre-condition
None
Must be complete before
Any filing or signing
Risk and notes
Drives structure, ownership and partner choice.
Statutory timeline
Confirm with counsel
Pre-entryEntry modeRequired
Applicable route
All routes
Key question
New company, acquisition, project purchase, BCC, PPP or branch / RO?
Procedure or approval
Structuring decision
Applicant
Investor / counsel
Pre-condition
Market access
Must be complete before
Filing
Risk and notes
See MASTER DECISION TREE.
Statutory timeline
Confirm with counsel
Pre-entryOwnership chainPotentially Required
Applicable route
R9 (R9)
Key question
Is the investing entity treated as a foreign investor?
Procedure or approval
Ownership-chain analysis
Applicant
Investor / counsel
Main documents
Group chart; registers
Pre-condition
None
Must be complete before
Filing
Risk and notes
Threshold and tiering (confirm with counsel).
Statutory timeline
Confirm with counsel
Pre-entryDue diligenceRequired
Applicable route
R5, R6, R7 (R5, R6, R7)
Key question
What is being bought and what liabilities come with it?
Procedure or approval
Legal due diligence
Applicant
Investor
Main documents
Data room
Pre-condition
NDA
Must be complete before
Signing
Risk and notes
Include licences, land, IRCs held, data and employment.
Statutory timeline
Confirm with counsel
Pre-entrySensitive land / national securityCase-Specific Review
Applicable route
R3, R6, R7 (R3, R6, R7)
Key question
Does the target or project have land in an island, border, coastal or security-sensitive area?
Procedure or approval
Screening
Applicant
Investor / counsel
Main documents
Land-use right certificates
Pre-condition
None
Must be complete before
Signing
Risk and notes
Triggers M&A registration and security consultation.
Statutory timeline
Confirm with counsel
Pre-entryMerger controlPotentially Required
Applicable route
R5, R6, R7 (R5, R6, R7)
Key question
Do the parties meet notification thresholds?
Procedure or approval
Economic concentration notification
Authority
National Competition Commission
Applicant
Parties
Main documents
Notification dossier
Pre-condition
Signed or agreed deal
Must be complete before
Closing
Risk and notes
Thresholds (confirm with counsel).
Statutory timeline
Confirm with counsel
Investment approvalsInvestment Policy ApprovalCase-Specific Review
Applicable route
R2, R3, R8 (R2, R3, R8)
Key question
Is the project in an approval category?
Procedure or approval
Investment Policy Approval
Authority
National Assembly / Prime Minister / Provincial People's Committee (confirm with counsel).
Applicant
Investor
Main documents
Project proposal; investor documents; land-use need; environmental information
Pre-condition
Market access
Must be complete before
IRC
Risk and notes
Separate from IRC and ERC.
Statutory timeline
Confirm with counsel
Investment approvalsInvestor selectionPotentially Required
Applicable route
R3, R10 (R3, R10)
Key question
Must the investor be chosen by auction or bidding?
Procedure or approval
Auction / bidding / investor approval
Authority
Provincial authorities; bid-inviting party
Applicant
Investor
Main documents
Eligibility and bid documents
Pre-condition
Investment policy decision
Must be complete before
Land allocation / lease
Legal basis
Investment Law 143/2025/QH15, Art. 23
Risk and notes
State land does not by itself mean auction or bidding. The investor may also be approved together with the investment policy.
Statutory timeline
Confirm with counsel
Investment approvalsIRCRequired
Applicable route
R1, R2, R3, R4, R8; R9 if foreign-investor treatment (R1, R2, R3, R4, R8, R9)
Key question
Does the foreign investor's project need registration?
Procedure or approval
Investment Registration Certificate
Authority
Investment registration authority
Applicant
Investor
Main documents
Application; project proposal; legalised investor documents; financial capacity; site documents
Pre-condition
Market access; approval where required
Must be complete before
Project implementation
Legal basis
Investment Law 143/2025/QH15; Decree 96/2026/NĐ-CP
Risk and notes
IRC = project registered. Not a licence to operate.
Statutory timeline
Confirm with counsel
Investment approvalsSpecial investment procedurePotentially Required
Applicable route
R4 (R4)
Key question
Is the project in an eligible zone and outside the excluded project categories?
Procedure or approval
Special-procedure registration with undertakings (investor's option)
Authority
Zone Management Board (confirm with counsel).
Applicant
Investor
Main documents
Application; written undertakings
Pre-condition
Eligible zone; not an excluded category
Must be complete before
Construction
Legal basis
Investment Law 143/2025/QH15, Art. 28; Decree 96/2026/NĐ-CP
Risk and notes
No separate Investment Policy Approval, technology appraisal, EIA report, detailed planning, construction permit and certain construction / fire approvals. Standards still apply; post-inspection.
Statutory timeline
Confirm with counsel
Investment approvalsM&A registrationCase-Specific Review
Applicable route
R6 (not R5) (R6)
Key question
Conditional sector AND an increase in total foreign ownership? Crossing / increasing above 50%? Sensitive land?
Procedure or approval
Registration of capital contribution / share purchase by foreign investor
Authority
Investment registration authority
Applicant
Foreign investor
Main documents
Registration form; investor documents; agreement in principle; target documents
Pre-condition
Trigger analysis (Questionnaire Q12, Q13, Q17, L1)
Must be complete before
Closing / payment
Legal basis
Investment Law 143/2025/QH15, Art. 21(3)
Risk and notes
Not an IRC. A conditional sector alone is not a trigger: foreign-to-foreign sales that leave total foreign ownership unchanged stay on R5.
Statutory timeline
Confirm with counsel
Investment approvalsPublic / listed TargetPotentially Required
Applicable route
R5, R6 (Track B) (R5, R6)
Key question
Is the Target a public or listed company?
Procedure or approval
Foreign ownership room; trading code; tender offer; disclosure
Authority
State Securities Commission; stock exchange; depository
Applicant
Foreign investor; Target
Main documents
Trading code dossier; tender offer file; disclosure forms
Must be complete before
Purchase of shares
Risk and notes
Runs in addition to the investment-law test.
Statutory timeline
Confirm with counsel
Investment approvalsSector regulator approval of acquisitionPotentially Required
Applicable route
R5, R6, R7 (R5, R6, R7)
Key question
Does sector law require approval of the new owner?
Procedure or approval
Approval of change of owner / major shareholder
Authority
State Bank; Ministry of Finance; other sector regulators
Applicant
Target / investor
Main documents
Per sector
Must be complete before
Closing
Risk and notes
Banking, insurance, securities and others.
Statutory timeline
Confirm with counsel
Investment approvalsState capitalPotentially Required
Applicable route
R5, R6 (R5, R6)
Key question
Is the seller the State or a State-owned enterprise?
Procedure or approval
State-capital transfer procedure (valuation, auction, approval)
Authority
Owner's representative agency
Applicant
Seller
Main documents
Valuation; approval decision
Must be complete before
Signing
Risk and notes
Governs how the seller may sell.
Statutory timeline
Confirm with counsel
Investment approvalsProject transferPotentially Required
Applicable route
R7 (R7)
Key question
Does the transfer need approval / IRC adjustment?
Procedure or approval
Adjustment of approval / IRC
Authority
Investment registration authority; approving authority
Applicant
Transferor and transferee
Main documents
Transfer agreement; transferee documents; project report
Pre-condition
Eligibility of project and transferee
Must be complete before
Land / asset transfer
Statutory timeline
Confirm with counsel
Investment approvalsPPP approvalsRequired
Applicable route
R10 (R10)
Key question
What approvals apply under the PPP Law?
Procedure or approval
PPP investment policy decision; project approval; investor selection
Authority
Competent authority under PPP Law
Applicant
Contracting authority / investor
Main documents
Pre-FS; FS; bid
Pre-condition
Project identification
Must be complete before
PPP contract
Risk and notes
IRC interaction (confirm with counsel).
Statutory timeline
Confirm with counsel
Corporate registrationERCRequired
Applicable route
R1, R2, R3, R4, R9, R10; R7 if new vehicle (R1, R2, R3, R4, R7, R9, R10)
Key question
Is a new Vietnam company being created?
Procedure or approval
Enterprise Registration Certificate
Authority
Business Registration Office
Applicant
Investor / founders
Main documents
Application; charter; member list; legalised investor documents; beneficial owner information
Pre-condition
IRC (or ERC-first where available)
Must be complete before
Opening bank accounts; contracting
Risk and notes
ERC = company exists. Not permission to commence regulated business.
Statutory timeline
Confirm with counsel
Corporate registrationCorporate changes after M&ARequired
Applicable route
R5, R6 (R5, R6)
Key question
Have the new owners been registered?
Procedure or approval
Change of members / shareholders; ERC amendment
Authority
Business Registration Office
Applicant
Target company
Main documents
Transfer documents; M&A approval (R6)
Pre-condition
Closing
Must be complete before
Exercising rights with third parties
Statutory timeline
Confirm with counsel
Corporate registrationBeneficial owner informationRequired
Applicable route
All company routes
Key question
Has beneficial ownership been identified and filed?
Procedure or approval
Beneficial owner declaration
Authority
Business Registration Office
Applicant
Company
Main documents
Beneficial owner list
Must be complete before
ERC / change filing
Risk and notes
Rules introduced 2025; amended 2026 (confirm with counsel).
Statutory timeline
Confirm with counsel
Corporate registrationBranch / RO licenceRequired
Applicable route
Branch / RO
Key question
Is a presence without a subsidiary enough?
Procedure or approval
RO or branch establishment licence
Authority
Department / Ministry of Industry and Trade (confirm with counsel).
Applicant
Foreign trader
Main documents
Application; legalised parent documents; financials; lease
Pre-condition
Parent's operating history
Must be complete before
Any activity
Risk and notes
RO cannot earn revenue.
Statutory timeline
Confirm with counsel
Corporate registrationBCC operating officePotentially Required
Applicable route
R8 (R8)
Key question
Does the foreign BCC party need an office?
Procedure or approval
Operating office registration
Authority
Investment registration authority
Applicant
Foreign BCC party
Main documents
Registration dossier
Pre-condition
IRC
Must be complete before
Hiring / banking for the BCC
Statutory timeline
Confirm with counsel
Capital & bankingCapital accountRequired
Applicable route
All except Branch / RO
Key question
Which account must receive the investment?
Procedure or approval
DICA or indirect investment account
Authority
Licensed bank (State Bank rules)
Applicant
Company / investor
Main documents
ERC; IRC; KYC
Pre-condition
ERC
Must be complete before
First capital remittance
Risk and notes
FX-law test differs from investment-law test.
Statutory timeline
Confirm with counsel
Capital & bankingCapital contributionRequired
Applicable route
R1-R4, R9, R10 (R1, R2, R3, R4, R9, R10)
Key question
Is capital paid in full and on time?
Procedure or approval
Contribution within statutory period
Authority
Bank; Business Registration Office
Applicant
Investor
Main documents
Bank credit advices
Pre-condition
Capital account
Must be complete before
Statutory deadline
Risk and notes
Late contribution → capital reduction and penalties.
Statutory timeline
Confirm with counsel
Capital & bankingM&A paymentRequired
Applicable route
R5, R6, R7 (R5, R6, R7)
Key question
Is the purchase price routed correctly?
Procedure or approval
Payment via correct account; seller tax filing
Authority
Bank; tax authority
Applicant
Buyer / seller
Main documents
SPA; approval notice (R6)
Pre-condition
Approval (R6)
Must be complete before
Closing
Statutory timeline
Confirm with counsel
Capital & bankingForeign loansPotentially Required
Applicable route
All routes
Key question
Will the company borrow offshore?
Procedure or approval
Foreign loan registration / reporting
Authority
State Bank of Vietnam
Applicant
Borrower
Main documents
Loan agreement; IRC
Pre-condition
Signed loan
Must be complete before
Drawdown (registered loans)
Risk and notes
Borrowing room tied to IRC investment capital.
Statutory timeline
Confirm with counsel
Land / premisesRegistered address and premisesRequired
Applicable route
All routes
Key question
Does the company have a lawful right to use its premises?
Procedure or approval
Lease / sublease
Applicant
Company
Main documents
Lease; landlord title documents
Must be complete before
ERC (address); operation (use)
Risk and notes
Use must match zoning.
Statutory timeline
Confirm with counsel
Land / premisesState land lease / allocationPotentially Required
Applicable route
R2, R3, R10 (R2, R3, R10)
Key question
Is land obtained from the State?
Procedure or approval
Land lease / allocation decision; land-use right certificate
Authority
Provincial People's Committee; land authority
Applicant
Project company
Main documents
Approval; IRC; cadastral file
Pre-condition
Approval / selection result
Must be complete before
Construction
Statutory timeline
Confirm with counsel
Land / premisesZone subleasePotentially Required
Applicable route
R1, R2, R4 (R1, R2, R4)
Key question
Is the site inside an industrial or other zone?
Procedure or approval
Sublease with zone developer
Authority
Zone Management Board; developer
Applicant
Company
Main documents
Sublease; developer's land documents
Pre-condition
IRC / ERC
Must be complete before
Construction
Risk and notes
Check developer's land-rent payment method.
Statutory timeline
Confirm with counsel
Construction / environment / fireEnvironmental approvalCase-Specific Review
Applicable route
Projects with physical footprint
Key question
Does the project need an EIA, environmental licence or registration?
Procedure or approval
EIA approval; environmental licence; environmental registration
Authority
Environment authority (confirm level with counsel)
Applicant
Project owner
Main documents
EIA report; licence dossier
Pre-condition
Site; design
Must be complete before
Construction (EIA); operation (licence)
Risk and notes
Categories changed recently (confirm with counsel).
Statutory timeline
Confirm with counsel
Construction / environment / fireConstructionPotentially Required
Applicable route
Projects with works
Key question
Are permits and acceptance needed for the works?
Procedure or approval
Design appraisal; construction permit or exemption; completion acceptance
Authority
Department of Construction; Zone Management Board
Applicant
Project owner
Main documents
Design files; land documents
Pre-condition
Land; EIA where required
Must be complete before
Start of works; use of building
Risk and notes
Under R4 the construction permit is not carried out separately; undertakings and post-inspection apply.
Statutory timeline
Confirm with counsel
Construction / environment / fireFire safetyPotentially Required
Applicable route
Projects with works / fit-out; manufacturing
Key question
Are fire-safety design approval and acceptance needed?
Procedure or approval
Fire-safety design appraisal; acceptance
Authority
Fire police
Applicant
Project owner / tenant
Main documents
Fire-safety design; as-built file
Pre-condition
Design
Must be complete before
Use of building
Risk and notes
Applies to many fit-outs.
Statutory timeline
Confirm with counsel
Sector licencesConditional business linesCase-Specific Review
Applicable route
All routes
Key question
Does the activity need a licence or to meet conditions?
Procedure or approval
Sector-specific licence / certificate
Authority
Sector regulator
Applicant
Company
Main documents
Per sector
Pre-condition
ERC; facilities; staff
Must be complete before
Starting the regulated activity
Risk and notes
ERC business line ≠ licence. Case-specific legal review required.
Statutory timeline
Confirm with counsel
Sector licencesTrading / retailPotentially Required
Applicable route
All routes
Key question
Will the company retail goods or carry out listed trading activities?
Procedure or approval
Business Licence; Retail Outlet Licence
Authority
Department of Industry and Trade
Applicant
Company
Main documents
Application; financial plan; outlet documents
Pre-condition
ERC / IRC
Must be complete before
Retail sales
Risk and notes
Economic needs test may apply.
Statutory timeline
Confirm with counsel
Tax / employment / complianceTax set-upRequired
Applicable route
All company routes
Key question
Is the company ready to invoice and file?
Procedure or approval
Initial tax registration; e-invoice; accounting regime
Authority
Tax authority
Applicant
Company
Main documents
ERC; digital signature
Pre-condition
ERC; bank account
Must be complete before
First invoice
Statutory timeline
Confirm with counsel
Tax / employment / complianceEmployment set-upRequired
Applicable route
All routes
Key question
Are contracts, insurance and internal rules in place?
Procedure or approval
Labour declaration; social insurance registration; internal labour rules
Authority
Labour authority; Vietnam Social Security
Applicant
Company
Main documents
Contracts; payroll list
Pre-condition
ERC
Must be complete before
First payroll
Statutory timeline
Confirm with counsel
Tax / employment / complianceForeign staffPotentially Required
Applicable route
All routes
Key question
Do foreign nationals have work authorisation and the right visa?
Procedure or approval
Work permit or exemption; visa / residence card
Authority
Labour authority; immigration
Applicant
Company
Main documents
Legalised degrees; experience letters; police and health checks
Pre-condition
ERC
Must be complete before
First working day
Risk and notes
Long lead time for legalisation.
Statutory timeline
Confirm with counsel
Tax / employment / compliancePersonal data and cybersecurityRequired
Applicable route
All routes
Key question
Is personal data processed or sent abroad?
Procedure or approval
Data protection compliance; impact assessment dossiers
Authority
Ministry of Public Security
Applicant
Company
Main documents
Processing records; assessments
Must be complete before
Start of processing / transfer
Statutory timeline
Confirm with counsel
Commercial operationGo-liveRequired
Applicable route
All routes
Key question
Is every mandatory item complete?
Procedure or approval
GO-LIVE CHECKLIST
Applicant
Company / counsel
Pre-condition
All above
Must be complete before
First commercial transaction
Risk and notes
Do not rely on ERC / IRC alone.
Statutory timeline
Confirm with counsel
Commercial operationOngoing reportingRequired
Applicable route
All routes
Key question
What must be filed after go-live?
Procedure or approval
Investment, tax, labour, statistics and sector reports
Authority
Investment registration authority; tax; others
Applicant
Company
Main documents
Periodic reports
Must be complete before
Each deadline
Risk and notes
Missed reports are a frequent cause of fines.
Statutory timeline
Confirm with counsel

Statutory time limits and some authority names are left for confirmation in the source workbook and are not filled in here. Legal status reviewed as of 18 September 2026.