Guidelines on procedures for establishing foreign-invested enterprises in HCMC (2026)

1. Key Legal Grounds to Note

In 2026, investment activities are governed by new regulations regarding investment activities in Vietnam:

• Law on Investment 2025 and Law on Enterprises 2020.

• Decree No. 168/2025/ND-CP: Replacing old regulations on business registration.

• Decree No. 96/2026/ND-CP: Detailing and guiding the implementation of several articles of the Law on Investment No. 143/2025/QH15.

2. Initial Preparation Steps

a. Step 1:

Researching Market Access Conditions for Foreign Investors According to the Law on Investment 2025 and its guiding documents regarding market access conditions for foreign investors, investors must research whether their field of investment in Vietnam falls under the List of sectors prohibited from investment and business. Additionally, they must determine if the industry has "conditional" requirements. If conditions apply, investors must specifically evaluate whether they can meet those requirements before proceeding.

b. Step 2:

Selecting Enterprise Type and Capital Structure Vietnamese law stipulates that each type of enterprise (Limited Liability Company, Joint Stock Company, etc.) has distinct rights and obligations. Determining the correct entity type and capital structure from the beginning will ensure smooth investment operations and maximize the protection of the legal rights of owners, shareholders, or members.

c. Step 3:

Finding a Registered Office Location The project implementation site and headquarters must align with urban planning and business activities. Special Note: The registered office must not be located in areas that affect national defense and security or national secrets as stipulated by competent authorities.

d. Step 4:

Preparing the Legal Dossier

• For Individual Investors: A notarized copy of the investor's passport.

• For Institutional Investors: An Enterprise Registration Certificate (consularly legalized, translated, and notarized). Additionally, investors must prepare audited financial statements for the last 02 years to prove financial capacity.

3. Application and Licensing Process

a. Step 1: Applying for an Investment Registration Certificate (IRC) This step confirms the legality of the investment project in Vietnam.

• Competent Authority: Ho Chi Minh City Department of Finance (Foreign Investment Management Division).

• Processing Time: 10 working days.

• Mandatory Note: Currently, 100% of dossiers must be digitally signed and submitted online via the HCMC Department of Finance website. Only after the electronic dossier is approved can the investor submit the original hard copy for comparison and receive the result.

b. Step 2: Applying for an Enterprise Registration Certificate (ERC) After obtaining the IRC, the investor registers for the establishment of the legal entity.

• Competent Authority: Business Registration Office – HCMC Department of Finance.

• Processing Time: From 01 to 03 working days.

Under current regulations, investors can register for enterprise establishment before applying for the IRC. This is a progressive change compared to previous laws. See more about the new features of the Law on Investment 2025 here.

c. Step 3: Finalizing Corporate Identity Once the licenses are granted, the enterprise proceeds to create its corporate seal and signage according to the registered information.

4. Critical Post-Incorporation Obligations

In 2026, the interconnected post-inspection system between tax, banking, and labor authorities requires strict compliance with the following:

a. Opening Capital and Transaction Accounts

• Direct Investment Capital Account (DICA): Mandatory for contributing capital into Vietnam and remitting profits abroad.

• Transaction Account: Used for daily spending and payment activities during business operations.

b. Charter Capital Contribution Investors must fully contribute the committed capital within 90 days from the issuance date of the ERC. Failure to do so requires the enterprise to register a capital reduction within the following 30 days to avoid severe administrative penalties.

c. Work Permit If the enterprise employs foreign labor, it must carry out the procedures for a Work Permit as per Decree 219/2025/ND-CP. Labor compliance is a prerequisite for investors and foreign experts to operate legally in Vietnam.

5. Conclusion

Ho Chi Minh City in 2026 remains a premier destination thanks to transparent digital administrative processes. Mastering digital signature regulations, staying updated on the Law on Investment 2025, and strictly adhering to capital contribution deadlines are the keys to a smooth operation in Vietnam's high-potential market.

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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