Setting up a company in Ho Chi Minh city, Vietnam

             First and foremost, foreign investors must satisfy basic legal conditions when establishing a company in Vietnam. According to Clause 1 Article 24 of the Investment Law 2020, foreign investors must meet market access conditions for their intended business sectors, meaning they may only invest in industries permitted by Vietnamese law and not in those listed as prohibited. The list of restricted sectors and specific market access conditions applicable to foreign investors is detailed in the Annex of Decree No. 31/2021/ND-CP as well as Vietnam’s international commitments. In addition, investors must have a concrete investment project and carry out the procedure to obtain an Investment Registration Certificate before establishing an enterprise. In other words, establishing a foreign-invested company in Vietnam is typically a two-step process: first, registration of an investment project to obtain the Investment Registration Certificate, and then registration of the enterprise itself to be granted the Enterprise Registration Certificate. Current Vietnamese law imposes no restrictions on the nationality or legal form of foreign investors. The investor can be an individual (aged 18 or older) or a foreign organization or enterprise of any nationality, provided they comply with Vietnamese law and meet applicable investment conditions. Investors from countries that are members of the World Trade Organization (WTO) or that have bilateral or multilateral investment treaties with Vietnam are entitled to equal treatment. Additionally, investors must have adequate financial capacity to implement the project, which is usually demonstrated through bank account balances, savings books, financial statements, or financial guarantees depending on the case. The investor must also prepare a legitimate project site and company head office, with lawful rights to use the premises (for example, a lease contract or land use right certificate for the chosen location). If the proposed business sector falls within the list of conditional business lines, the investor must ensure compliance with those specific requirements (for example, professional licenses, minimum legal capital, or sectoral approvals). All these requirements form the legal foundation for the foreign investment project to be considered and for the enterprise to be lawfully established.

          Once market access conditions are met and the investment project is prepared, the foreign investor shall proceed with the procedure to obtain the Investment Registration Certificate. This is the first and most crucial step in establishing a foreign-invested enterprise (FDI). In Ho Chi Minh City, the competent authority for issuing the Investment Registration Certificate is currently the Department of Finance of Ho Chi Minh City. The application dossier for the certificate is provided under the Investment Law 2020 and Decree No. 31/2021/ND-CP and includes key documents such as: a written request for investment project implementation specifying information about the investor and the project; legal documents of the investor (a copy of the passport for individual investors or the Certificate of Incorporation for foreign organizations); an investment proposal presenting project details (objectives, scale, capital, sources of funding, location, duration, implementation schedule, land and labor needs, socio-economic impact assessment, and proposed investment incentives, if any); documents proving the investor’s financial capacity (such as bank balance confirmation, financial statements of the past two years, or a capital support commitment from the parent company or financial institution); and other relevant papers depending on the project type – for instance, land use evidence if the project involves land, a technology explanation if the project applies restricted technology, or a Business Cooperation Contract (BCC) if the investment is under this form. The entire dossier is prepared in one set and submitted to the Department of Finance (Division of Foreign Investment Management). Pursuant to Clause 1 Article 36 of Decree No. 31/2021/ND-CP, the investor shall submit the dossier either directly or online to the provincial investment registration authority where the project is located, which in the case of Ho Chi Minh City is the Department of Finance. The authority shall examine and issue the Investment Registration Certificate within 15 days from the date of receiving a complete and valid dossier. This 15-day period reflects administrative reform efforts aimed at reducing processing time and facilitating foreign investors.

          Notably, from September 2025, the procedure for applying for the Investment Registration Certificate in Ho Chi Minh City includes a new requirement for electronic dossiers and digital signatures as per updated regulations. Specifically, Decree No. 239/2025/ND-CP (amending Decree No. 31/2021/ND-CP on investment procedures) stipulates that as of September 3, 2025, all investment administrative dossiers must include a valid electronically signed version. Implementing this rule, the Department of Finance of Ho Chi Minh City issued guidelines for investors to submit dossiers online: the investor logs into and fills out information on the official portal at http://120.72.100.66/NopHoSoKTDN/, attaches digitally signed electronic files corresponding to each required document, and then submits the electronic dossier to the competent authority. After completing the online submission and receiving an electronic dossier code, the investor prints the receipt and submits the physical dossier (hard copy) at the Department’s one-stop service unit. The officer will compare the physical and electronic versions, and if they match, the investment registration authority will issue a receipt and an appointment slip for result collection.

          After being granted the Investment Registration Certificate, the investor proceeds to the next step – registering the enterprise to obtain the Enterprise Registration Certificate, which serves as the company’s business license. Under current enterprise regulations, the investor may choose an appropriate business form (most commonly a one-member limited liability company, a multi-member limited liability company, or a joint-stock company). The dossier for enterprise registration is specified in detail under Decree No. 01/2021/ND-CP (on enterprise registration), which has been replaced by Decree No. 168/2025/ND-CP effective from July 1, 2025. The basic components include: an application for enterprise registration (as per the prescribed form, containing information about the company’s name, address, charter capital, owner or contributing members, business lines, and legal representative); the company charter signed by all founding shareholders or members; a list of members or founding shareholders (for multi-member limited liability companies and joint-stock companies); valid copies of identification documents for individual investors (passports or national ID cards) or the Certificate of Business Registration/Establishment Decision for organizational investors (with notarized translations and consular legalization for foreign entities); and the Investment Registration Certificate previously issued for the project. The entire dossier is submitted to the Business Registration Office under the Department of Finance of Ho Chi Minh City. According to Vietnamese law, the processing time for enterprise registration is three working days from receipt of a valid dossier. Specifically, Clause 3 Article 33 of the Enterprise Law 2020 provides that the business registration authority must review and issue the Enterprise Registration Certificate within three working days, and if refused, must notify the applicant in writing stating the reasons. In practice, thanks to online registration systems, many applications submitted through the National Business Registration Portal are approved within one to two days. Once approved, the Enterprise Registration Certificate is issued, and the enterprise code simultaneously serves as the company’s tax identification number.

          From the time the Enterprise Registration Certificate is issued, the foreign-invested company in Ho Chi Minh City is legally established and has full juridical personality to conduct business. However, newly established enterprises must complete several post-licensing procedures as required by law. First, the company must publish its enterprise registration information on the National Business Registration Portal within 30 days from the date of issuance. This publication ensures transparency of company details such as name, address, business lines, charter capital, and legal representative. Failure to publish can result in administrative penalties under Decree No. 122/2021/ND-CP. Next, the company must engrave its seal and, if applicable, notify the seal specimen. According to the Enterprise Law 2020, companies have full discretion over the design, number, and form of their seals. Since 2021, notification of seal specimens to the business registration authority is no longer mandatory, but in practice, seal engraving remains necessary for stamping official documents and contracts. An essential step for FDI enterprises is opening a direct investment capital account at a commercial bank in Vietnam. This account, denominated in foreign currency or Vietnamese dong, is used for transferring investment capital from abroad and for all transactions related to investment activities. Under foreign exchange management regulations, all capital contributions, profit distributions, and remittances of profits abroad by foreign investors must be conducted through this account.

          Another critical obligation is contributing charter capital within the statutory period. The Enterprise Law 2020 requires members or shareholders to fully contribute their committed capital within 90 days from the date of issuance of the Enterprise Registration Certificate. This 90-day period (excluding time for transporting assets or completing ownership transfer procedures) applies to both limited liability and joint-stock companies. If, after 90 days, one or more members have not contributed their full committed capital, the company must register a capital adjustment (reducing charter capital to the actual contributed amount) within 30 days after the deadline. Failure to comply or intentional misreporting of contributed capital is subject to administrative penalties. According to Point a Clause 3 and Point b Clause 5 Article 46 of Decree No. 122/2021/ND-CP, failure to contribute charter capital on time may result in fines ranging from 30 to 50 million VND, and the company must reduce its charter capital to the actual amount contributed. Therefore, investors should plan capital contributions carefully and comply strictly with these provisions to avoid legal risks.

          In addition to investment and enterprise registration procedures, foreign investors must also observe other relevant regulations during company operation. For example, if the investor assigns foreign personnel to directly manage or operate the company (holding positions such as director, general director, or other managerial roles), they must comply with labor laws governing foreign employees. Under Decree No. 219/2025/ND-CP on foreign labor management, foreigners working in Vietnam must obtain work permits issued by competent Vietnamese authorities, except in cases eligible for exemption. The work permit process requires the employer to justify the need for foreign employees, and the foreign worker must provide documents proving qualifications, experience, health status, and judicial record. Compliance with labor regulations ensures the legality of foreign personnel and helps the company avoid sanctions, as Decree No. 219/2025/ND-CP strengthens penalties for violations related to the employment of foreign workers. Furthermore, newly established companies must register for a digital signature for electronic tax filing, register e-invoices with the tax authority, and fulfill tax and accounting obligations under Vietnam’s tax and accounting laws.

          In summary, the procedure for establishing a company in Ho Chi Minh City for foreign investors in 2025 consists of two main stages: registering an investment project to obtain the Investment Registration Certificate, and registering the enterprise to obtain the Enterprise Registration Certificate. The entire process is conducted under the legal framework of the Investment Law 2020, the Enterprise Law 2020, and the latest guiding decrees, ensuring greater transparency and efficiency. Foreign investors should prepare thoroughly for market access conditions, legal and financial documentation, and strictly comply with post-establishment obligations such as capital contribution, tax registration, and labor compliance. Keeping abreast of administrative reforms such as electronic dossier submission with digital signatures under Decree No. 239/2025/ND-CP and the institutional restructuring of competent authorities is essential for smooth implementation. With proper preparation and adherence to current Vietnamese law, establishing a company in Ho Chi Minh City will be efficient and legally secure, enabling foreign investors to seize the vast business opportunities offered by the Vietnamese market.