When this route applies
- The investing entity is a Vietnam-incorporated company that has foreign owners, and it wants to set up a new company, buy shares / capital, or sign a BCC.
- Step one is always to analyse the ownership chain. If the Vietnam entity falls within the foreign-investor treatment threshold under investment law (historically: foreign investors holding more than 50% of charter capital, tested through the chain (confirm the threshold and the tiering rules under the 2025 Investment Law with counsel)), it must satisfy the conditions and follow the procedures that apply to foreign investors.
- Otherwise it follows the procedures for domestic investors, unless another rule provides otherwise.
- Important: sector-specific laws may count indirect foreign ownership differently (for example public companies, banking, aviation, media). Case-specific legal review required.
Step-by-step roadmap
Analyse the ownership chain
- Authority
- No filing: internal analysis
- Investor action
- Map every tier up to the ultimate foreign owners; calculate foreign ownership at each tier
- Documents
- Group structure chart; registers of members / shareholders
- Dependency
- None
- Output
- Ownership-chain memo
- Can next step start?
- Yes
- Critical issue
- Nominee or control arrangements: Case-specific legal review required.
Classify the investing entity
- Authority
- No filing: internal analysis
- Investor action
- Above the threshold → foreign-investor treatment. At or below → domestic-investor treatment (unless another rule applies)
- Documents
- Memo from Step 1
- Dependency
- Step 1
- Output
- Classification
- Can next step start?
- Yes
- Critical issue
- Classification can change after each M&A deal in the group.
Market-access check
- Authority
- No filing: internal analysis
- Investor action
- Foreign-investor treatment: full market-access test. Domestic treatment: check sector laws that still look through to foreign ownership
- Documents
- Business description
- Dependency
- Step 2
- Output
- Go / no-go
- Can next step start?
- Yes
- Critical issue
- See MARKET ACCESS.
If foreign-investor treatment: follow the underlying route
- Authority
- As per underlying route
- Investor action
- New company → R1 / R2 / R3 / R4. Share acquisition → R5 / R6. Project → R7. BCC → R8
- Documents
- As per underlying route
- Dependency
- Step 3
- Output
- As per underlying route
- Critical issue
- IRC and / or M&A registration apply as they would to a foreign investor.
If domestic-investor treatment: domestic procedures
- Authority
- Business Registration Office (and investment authority only if Investment Policy Approval applies)
- Investor action
- Incorporate or acquire under the Enterprise Law; no IRC or M&A registration merely because of indirect foreign ownership (confirm with counsel).
- Documents
- Enterprise registration dossier
- Dependency
- Step 3
- Output
- ERC / amended registration
- Can next step start?
- Yes
- Critical issue
- Keep the classification memo on file; banks and authorities may ask.
Funding the downstream investment
- Authority
- Licensed bank in Vietnam
- Investor action
- Confirm the source of funds (retained profit, charter capital, loans) and the correct accounts
- Documents
- Bank documents
- Dependency
- Steps 4 / 5
- Output
- Funds channelled correctly
- Can next step start?
- Yes
- Critical issue
- FX rules on using DICA funds for downstream investment (confirm with counsel). See FX & CAPITAL.
Sector licences, registrations, go-live
- Authority
- Sector regulator; tax; labour
- Investor action
- As in R1
- Dependency
- All above
- Output
- READY
Required approvals
| Approval / registration | Position on this route | Authority |
|---|---|---|
| IRC for the new company | Required if foreign-investor treatment applies; otherwise not normally required (confirm with counsel). | Investment registration authority |
| M&A registration | Only if foreign-investor treatment applies AND an R6 trigger is met | Investment registration authority |
| ERC / corporate change | Required | Business Registration Office |
| Sector licences | Case-specific legal review required. | Sector regulator |
Document checklist
Typical: the authority may ask for more.
- Group structure chart certified by the company
- ERC / IRC and registers of the investing entity and each tier above it
- Documents required by the underlying route
Critical risks
- Wrong classification → missing IRC / M&A registration, or unnecessary filings.
- Sector laws with their own look-through rules.
- Ownership changes upstream that silently change the treatment downstream.
When the investor may legally start operations
The investor may start a given business activity only when ALL of the following are in place for that activity: (1) the investment procedure is complete (IRC / approval, where required); (2) the company or other vehicle legally exists (ERC or equivalent); (3) capital has been contributed through the correct account and on schedule; (4) the premises may lawfully be used for the activity; (5) construction, environmental and fire-safety steps that apply are complete; (6) every sector-specific licence for that activity has been issued; and (7) tax, invoicing and employment registrations are done. Use the GO-LIVE CHECKLIST to confirm.
Common mistakes
- Assuming a Vietnam-incorporated company is always 'domestic'.
- Assuming a small foreign stake at the top makes every subsidiary 'foreign'.
- Ignoring FX rules when funding the new subsidiary.
Statutory time limits are not shown on this page. Confirm the current period and its legal basis with counsel: practical timing is usually longer than the statutory period. Legal status reviewed as of 18 September 2026.