PROCEDURES FOR ESTABLISHING A FOREIGN-INVESTED ENTERPRISE

I. Legal Basis

- Law on Enterprises No. 59/2020/QH14 dated 17 June 2020;

- Law on Investment No. 61/2020/QH14 dated 17 June 2020;

- Vietnam’s Specific Schedule of Commitments on Services under the World Trade Organization (WTO);

- Decree No. 31/2021/NĐ-CP detailing and guiding the implementation of a number of articles of the Law on Investment;

- Decree No. 01/2021/NĐ-CP dated 4 January 2021 on enterprise registration;

- Decision No. 27/2018/QĐ-TTg dated 6 July 2018 of the Prime Minister promulgating the Vietnam Standard Industrial Classification System;

- Law on Value Added Tax, Law on Corporate Income Tax, Law on Personal Income Tax and their guiding implementing regulations;

- Law No. 47/2014/QH13 on Entry, Exit, Transit and Residence of Foreigners in Vietnam, as amended and supplemented in 2019;

- Law on Architecture No. 40/2019/QH14 dated 13 June 2019;

- Law on Advertising No. 16/2012/QH13 dated 21 June 2012.

II. Scope of business activities

With respect to architectural concept visualization services, these may be regarded as architectural design services (CPC 86712) under the category of architectural services (CPC 8671), which Vietnam has undertaken commitments for.

Pursuant to Vietnam’s Specific Schedule of Commitments on Trade in Services under the WTO (GATS), architectural design services (CPC 86712) include the following activities:

“Architectural design services (CPC 86712)

Architectural design services for buildings and other structures. Design services may consist of one or more of the following activities: schematic design services, including determining, together with the client, the principal characteristics of the project, defining requirements, space allocation, budgetary and scheduling constraints; and preparing sketch designs of floor plans, site plans and exterior views; design development services, including more precise illustration of the design concept in terms of floor plans, materials to be used, structural, mechanical and electrical systems, and probable construction costs; and final design services, including drawings and written specifications sufficient for tendering and construction, and providing expert advice to the client at the time of calling for and accepting tenders.”

With respect to photography services, these may be regarded as advertising or related photography services (CPC 87502), image processing services (CPC 87505), other photography services (CPC 87509); and video production services may be regarded as advertising or promotional services (CPC 96111) under the category of motion picture and video tape production and distribution services (CPC 9611).

Pursuant to Vietnam’s Specific Schedule of Commitments on Trade in Services under the WTO (GATS), photography services (CPC 875) include the following activities:

“87502. Advertising or related photography services

Photography services of merchandise, industrial products, clothing, fashion and textiles, machinery, buildings, persons and other subjects for use in public relations, advertising or display, catalogues, food or beverage decoration. These services usually include developing and printing the photographs according to the customer’s specifications.”

87505. Photographic processing services

Services consisting of developing and printing photographs for customers according to customer requirements. These services may include enlarging or reducing photographs or negatives, processing black-and-white photographs, colour processing, duplicating slides and transparencies, reprints, etc., including services related to the preparation of photographic slides.
87509. Other photography services

Photography services not elsewhere classified.”

Pursuant to Vietnam’s Specific Schedule of Commitments on Trade in Services under the WTO (GATS), advertising or promotional services (CPC 96111) fall under motion picture and video tape production and distribution services (CPC 9611).

With respect to digital media services, these may be regarded as advertising services and therefore may be registered under advertising services (CPC 871).

Pursuant to Vietnam’s Specific Schedule of Commitments on Trade in Services under the WTO (GATS), advertising services (CPC 871) include the following activities:

“87110. Sale or leasing services of advertising time or space

Services provided for offering advertising time or space for newspapers, periodicals and television stations.

87120. Advertising planning and placement services

Services related to the planning and placement of advertising in the mass media.
87190. Other advertising services

Other advertising services not elsewhere classified, including outdoor advertising and aerial advertising services, and the distribution of advertising samples and materials.”

III. Market access restrictions applicable to architectural services and photography, video production and digital media services

With respect to architectural design services (CPC 86712), pursuant to Vietnam’s commitments under its Specific Schedule of Commitments on Trade in Services of the WTO (GATS), market access under the mode of commercial presence is unrestricted, except that within two (02) years from the date of Vietnam’s accession to the WTO, wholly foreign-owned enterprises were only permitted to provide services to foreign-invested enterprises in Vietnam. Foreign service suppliers were required to be juridical persons of a WTO Member.

Vietnam acceded to the WTO in 2006, and more than two (02) years have elapsed to date; therefore, the market access restrictions applicable to architectural design services (CPC 86712) have been lifted. However, where the foreign investor is an enterprise, it is still required to satisfy an additional condition, namely that it must be a juridical person of a WTO Member. Where the foreign investor is an individual establishing an enterprise in Vietnam, this condition does not apply.

Accordingly, foreign investors are permitted to invest in or acquire 100% ownership in enterprises in Vietnam providing architectural design services.

With respect to photography and video production services, under Vietnam’s commitments in its Specific Schedule of Commitments on Trade in Services of the WTO (GATS), no specific commitments have been made for photography services or advertising or promotional services under the category of motion picture and video tape production and distribution services. However, with respect to photography services (CPC 875), although Vietnam has not undertaken specific commitments (Unbound) under the GATS Schedule, pursuant to Decree No. 31/2021/NĐ-CP, where a service sector is not committed under international treaties but is permitted or not prohibited under Vietnamese law, foreign investment may still be considered for licensing. In practice, foreign investors are currently permitted to establish wholly foreign-owned enterprises providing photography and advertising-related services in Vietnam.

With respect to advertising services, pursuant to Vietnam’s commitments under its Specific Schedule of Commitments on Trade in Services of the WTO (GATS), market access under the mode of commercial presence is unrestricted. From the date of accession, foreign service suppliers were permitted to establish joint ventures or enter into business cooperation contracts with Vietnamese partners to provide advertising services. From the date of accession, the establishment of joint ventures was permitted with foreign equity participation not exceeding 51% of the legal capital of the joint venture. From 1 January 2009, restrictions on foreign equity participation were removed. Accordingly, foreign investors are currently permitted to invest in or acquire 100% ownership in enterprises providing advertising services in Vietnam.

Based on the digital media business model, enterprises may register advertising services (CPC 871) as the core business activity. Under this model, photography and video production activities are considered supporting stages within an integrated advertising service value chain, contributing to streamlined management structures and compliance with licensing requirements.

IV. Business registration by industry codes in Vietnam

Pursuant to Article 7 of the Law on Enterprises 2020, enterprises have the right to freely conduct business in industries and trades that are not prohibited by law. The registration of business lines of an enterprise shall be carried out in accordance with the List of business lines under the Vietnam Standard Industrial Classification System promulgated together with Decision No. 36/2025/QĐ-TTg.

Based on Article 5 and Appendix I promulgated together with Decision No. 36/2025/QĐ-TTg, with respect to the above-mentioned business activities, enterprises may register the corresponding business lines as follows:

For architectural design services

Activities of providing architectural design services, concept development and architectural visualization fall under industry code 7110 – Architectural activities and related technical consultancy, in accordance with the business line classification set out in Appendix I promulgated together with Decision No. 36/2025/QĐ-TTg.

The registration of business lines under the above-mentioned industry code constitutes the legal basis for enterprises to conduct architectural service activities in Vietnam and serves as the basis for the application of relevant specialized regulations, including the Law on Architecture 2019 and its implementing documents.

For advertising services

Activities of providing advertising services and digital media communication services fall under industry code 7310 – Advertising, in accordance with the business line classification set out in Appendix I promulgated together with Decision No. 36/2025/QĐ-TTg.

Photography, image processing, and video production and editing activities serving advertising purposes may be registered correspondingly under industry codes 7420 – Photography activities and 5912 – Post-production activities, under the same classification system. The registration of these industry codes does not alter the nature of the enterprise’s principal business activities and serves as the legal basis for the enterprise to carry out related activities in accordance with the law.

V. Business conditions applicable to architectural services and photography, digital media production services

Conditions for providing architectural design services

Under Vietnamese law, architectural services constitute a conditional business line. Foreign investors are required to satisfy the conditions stipulated in Clause 1, Article 33 of the Law on Architecture 2019, including:

1. Being established in accordance with the law;
2. Having an individual responsible for architectural expertise or acting as the chief architectural designer who holds a valid architectural practice certificate;
3. Notifying the information specified at points (a) and (b) of this Clause to the specialized architectural authority under the provincial-level People’s Committee where the architectural practice organization has its operating headquarters.

With respect to condition (1), the investor must be granted the following certificates:

- Investment Registration Certificate or approval for capital contribution or share acquisition by a foreign investor;

- Enterprise Registration Certificate.

The registered investment objectives and business lines must include architectural design services.

With respect to condition (2), the enterprise must have at least one individual acting as the chief designer or professional in charge who holds an architectural practice certificate appropriate to the class of works. In the case of a foreign architect, such individual must either hold a practice certificate issued in Vietnam or have his or her certificate recognized by the Ministry of Construction.

With respect to condition (3), which is the procedure for notification of operation of an architectural practice organization after the enterprise has obtained the Enterprise Registration Certificate (ERC), the investor is required to prepare the following documents:

• Written notification of operational information;
• Copy of the Enterprise Registration Certificate (ERC);
• Dossier of professional personnel.

Conditions for providing advertising services

Under current Vietnamese law, advertising services do not fall within the list of conditional investment and business lines specified in Appendix IV of the Law on Investment 2020. Accordingly, enterprises are not required to obtain any sub-licenses to conduct advertising services, other than registering the relevant business lines in accordance with the Law on Enterprises.

However, in the course of conducting advertising service activities, enterprises must comply with the obligations and legal requirements prescribed under the Law on Advertising and other relevant legal documents, including the following:

• Advertising service providers must have advertising business lines duly registered in accordance with the law;
• Being responsible for advertising media and advertising content directly carried out by the enterprise.

Accordingly, enterprises must register advertising service business lines in the Enterprise Registration Certificate in conformity with the applicable industry codes and the scope of services to be provided. Enterprises providing advertising services are responsible for the advertising media and advertising content directly implemented by them.

With respect to advertising content, enterprises must also ensure compliance with general principles, including truthfulness and accuracy, avoidance of misleading consumers; non-violation of statutory prohibitions; and non-infringement of the interests of the State and the lawful rights and interests of organizations and individuals.

For certain specific products, goods or services, advertising content must additionally satisfy particular conditions and requirements prescribed under relevant specialized laws.

Pursuant to Article 12 and Articles 14 through 25 of the Law on Advertising, advertising activities must comply with regulations on advertising media and forms, including advertising on the press, online environments, electronic media and other media as prescribed by law.

Enterprises conducting advertising services are responsible for ensuring that advertising media are used in compliance with legal regulations and for advertising activities directly carried out by them.

VI. Forms of investment for doing business in Vietnam

Pursuant to the Law on Investment, foreign investors may conduct investment and business activities in Vietnam through investment forms permitted by law, depending on the specific business lines and the level of market access restrictions applicable to foreign investors.

1. Forms of investment applicable to advertising services

Advertising services do not fall under the List of conditional investment and business lines and do not fall under the List of sectors with restricted market access for foreign investors as provided under the Law on Investment 2020 and Decree No. 31/2021/NĐ-CP.

Accordingly, foreign investors may conduct investment and business activities in advertising services in Vietnam through the following forms:

• Establishment of an economic organization with foreign investment capital in accordance with Article 22 of the Law on Investment 2020;
• Capital contribution, purchase of shares, or purchase of capital contributions in an existing Vietnamese enterprise in accordance with Article 25 of the Law on Investment 2020;
• Implementation of an investment project under a business cooperation contract (BCC) in accordance with Article 27 of the Law on Investment 2020.

The selection of the investment form does not give rise to any specific market access conditions or additional investment conditions applicable to advertising services, other than the general investment procedures and enterprise registration requirements prescribed by law.

2. Forms of investment applicable to architectural services

Architectural services constitute a professional service sector and are subject to regulation under the Law on Architecture 2019 and other relevant legal documents. Under investment law, architectural services do not fall under the List of prohibited investment and business lines and are not subject to restrictions on investment forms applicable to foreign investors under the List of sectors with restricted market access.

Accordingly, foreign investors may conduct investment and business activities in architectural services in Vietnam through the following forms:

• Establishment of an economic organization with foreign investment capital to provide architectural services in Vietnam in accordance with the Law on Investment and the Law on Enterprises;
• Capital contribution, purchase of shares, or purchase of capital contributions in a Vietnamese enterprise operating in the field of architectural services;
• Implementation of investment activities under a business cooperation contract (BCC) in accordance with investment law.

The application of the above investment forms does not exempt investors from compliance with the provisions of the Law on Architecture 2019 regarding conditions for architectural practice, professional responsibilities, and other legal requirements arising in the course of providing architectural services in Vietnam.

VII. Dossiers for investment and business registration in Vietnam

Pursuant to the Law on Investment 2020, foreign investors may conduct investment and business activities in advertising services and architectural services in Vietnam through investment forms permitted by law. Corresponding to each investment form, the law prescribes different procedures and dossiers.

1. Establishment of an economic organization with foreign investment capital

When establishing an economic organization in Vietnam, foreign investors are required to carry out procedures for issuance of an Investment Registration Certificate for the investment project, and subsequently conduct enterprise registration procedures in accordance with enterprise law.

1.1. Dossier for application for issuance of the Investment Registration Certificate

Pursuant to Article 33 of the Law on Investment 2020, the dossier includes:

• Written application for implementation of the investment project;
• Investment project proposal, including key contents on the investor, objectives, scale, investment capital, location and duration of the project;
• Copies of legal documents of the investor:
  • For individual investors: passport;
  • For organizational investors: certificate of establishment or equivalent documents;

• Documents evidencing the financial capacity of the investor;
• Proposal on land use demand (if any);
• Explanation of technology (if subject to explanation requirements under law).

1.2. Enterprise registration dossier

Pursuant to the Law on Enterprises 2020, the enterprise registration dossier includes:

• Application for enterprise registration;
• Company charter;
• List of members or shareholders;
• Copies of legal documents of members, shareholders and the legal representative;
• Copy of the issued Investment Registration Certificate.

2. Capital contribution, purchase of shares or purchase of capital contributions in a Vietnamese enterprise

Under this form, foreign investors may contribute capital to, purchase shares of, or purchase capital contributions in a Vietnamese enterprise. Where registration with a competent state authority is required, the investor must complete the registration for capital contribution, share purchase or capital contribution purchase prior to carrying out the transaction.

Dossier for registration of capital contribution, share purchase or capital contribution purchase

Pursuant to Article 65 of Decree No. 31/2021/NĐ-CP, the dossier includes:

• Written registration for capital contribution, purchase of shares or purchase of capital contributions;
• Copies of legal documents of the foreign investor;
• Written agreement on capital contribution, share purchase or capital contribution purchase;
• Copy of the Enterprise Registration Certificate of the Vietnamese enterprise.

Upon completion of the investment procedures (where registration is required), the enterprise shall carry out procedures for amendment of enterprise registration contents in accordance with the Law on Enterprises.

3. Investment under a business cooperation contract (BCC)

A business cooperation contract is an investment form entered into between investors for the purpose of business cooperation and profit sharing without establishing a new economic organization.

Contents and dossier for implementation

A BCC must be made in writing and include the principal contents prescribed under Article 28 of the Law on Investment 2020, including:

• Information on the contracting parties;
• Objectives and scope of investment activities;
• Contributions of the parties and distribution of business results;
• Rights and obligations of the parties;
• Contract term and dispute resolution mechanism.

Where a BCC is entered into between a domestic investor and a foreign investor, the foreign investor must carry out procedures for issuance of an Investment Registration Certificate in accordance with investment law.

Conclusion:

Establishing a business presence in Vietnam is a pivotal move that demands meticulous attention to administrative compliance. Leveraging our expertise in foreign investment consultancy, DB Legal goes beyond mere licensing; we provide a full-suite solution including accounting, opertation, and residency services.

 

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.

For more information: 

📞: +84 357 466 579

📧: contact@dblegal.vn

🌐Facebook:  DB Legal Vietnamese Fanpage or DB Legal English Fanpage 

🐦X(Twitter)

💼Linkedin

🎬Youtube