Set Up A 100% Foreign-Owned Company In Vietnam

Establishing a wholly foreign-owned enterprise (WFOE) in Vietnam is a structured process that requires careful preparation. Below is an overview of the key steps foreign investors should know. In case you need advice, please contact Apolo Lawyers via email at contact@apolo.com.vn or Hotline (+84) 903 419 479 for the best advice and support.

1. Investment Registration (Investment Registration Certificate – IRC)

Foreign investors must first obtain the Investment Registration Certificate before setting up the company.

• Where to apply: Finance Department.

• Required documents: Business plan, project proposal, investor’s legal documents, financial capacity evidence, and proposed capital structure.

• Important notes:

  • Some business sectors are subject to conditions or restrictions for foreign investors (e.g., education, logistics, real estate services).

  • The appraisal process may involve additional clarifications on capital sources, project feasibility, or location suitability.

Set Up A 100% Foreign-Owned Company In Vietnam

2. Business Registration (Enterprise Registration Certificate – ERC)

Once the investment project is approved, investors can proceed with company establishment.

• Steps include:

  • Filing for the Enterprise Registration Certificate with Finance Department.

  • Declaring company structure, charter capital, legal representative, and registered office.

  • Registering the company seal, publishing corporate information, obtaining a tax code, and opening a corporate bank account.

• Practical considerations:

  • Industry codes must match the approved investment project.

  • Capital contribution must be made within the registered timeline.

  • Investors should also prepare internal governance documents such as charters, internal regulations, and shareholder agreements.

Set Up A 100% Foreign-Owned Company In Vietnam

3. Apolo Lawyers – Professional Support for Foreign Investors

Apolo Lawyers provides comprehensive legal assistance for foreign investors establishing companies in Vietnam, including:

• Consulting on investment conditions, sector restrictions, and legal compliance.

• Preparing and submitting IRC and ERC applications.

• Drafting required legal documents: company charter, shareholder agreements, internal regulations, and contracts.

• Supporting post-licensing procedures: tax registration, bank account opening, labor registration, and ongoing legal compliance.

View more >> Foreign Investment in Vietnam

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