In accordance with the provisions of the Law on Investment 2020 and relevant guiding regulations, foreign investors are entitled to establish 100% foreign-owned enterprises in various business sectors in Vietnam. This document outlines the eligible sectors, corresponding CPC codes, and the detailed procedural roadmap for establishing such entities.
- Permitted Business Lines for Establishing a 100% Foreign-Owned Company
| Business Sector | CPC Code |
| Accounting and tax consulting services | 862, 863 |
| Architectural services | 8671 |
| Engineering and integrated engineering services | 8672, 8673 |
| Urban planning and landscape architectural services | 8674 |
| Computer-related services; software development and production | 841–845, 849 |
| Research and development services in natural sciences | 851 |
| Market research services | 864 |
| Management consulting services | 865 |
| Services related to management consulting | 866 |
| Services related to manufacturing | 884, 885 |
| Scientific and technical consulting services | 86751, 86752, 86753 |
| Machinery and equipment maintenance and repair services (excluding ships, aircraft, or other transport equipment) | 633 |
| Courier services | 7512 |
| Construction services and related engineering services | 511–518 |
| Import-export, wholesale and retail distribution services | 621, 622, 631, 632 |
| Franchising services | 8929 |
| Educational services | 923, 924, 929 |
| Wastewater and solid waste treatment services | 9401, 9402 |
| Hospital, dental, and medical examination services | 9311, 9312 |
| Hotel accommodation and food & beverage services | 64110,642,643 |
| Warehousing and freight forwarding agency services | 742, 748 |
| Aircraft maintenance and repair services | 8868 |
- Procedures for Establishing a 100% Foreign-Owned Company in Vietnam
Step 1: Register Investment Policy Approval
For certain investment projects, foreign investors must first obtain investment policy approval from the National Assembly, the Prime Minister, or the Provincial People’s Committee, as stipulated in the Law on Investment 2020 and Decree No. 31/2021/ND-CP.
Upon receiving approval, the Investment Registration Authority shall issue the Investment Registration Certificate (IRC) within 5–15 working days for projects subject to policy approval.
Step 2: Apply for Investment Registration Certificate (IRC)
Required documents include:
- Application form for project implementation;
- Investment proposal detailing: investor’s information, project objectives, investment scale and capital, funding method, location, duration and schedule, labor needs, environmental and socioeconomic impact, and proposed investment incentives;
- Land use proposal or site lease agreement;
- Technology explanation (if applicable): technology name, origin, process diagram, technical specifications, and current usage status;
- Proof of financial capacity: audited financial statements for the last 2 years, parent company guarantee, financial institution commitment, or equivalent;
- Legal status documents of the investor: certified copy of ID/passport for individuals, or certificate of incorporation for organizations;
- BCC contract (if applicable).
Submit the application to:
- Management Boards of industrial parks, export processing zones, high-tech zones, or economic zones (if located therein);
- Department of Planning and Investment of the province (for locations outside the above zones).
The IRC is generally issued within 15–20 working days upon submission of a valid application.
Step 3: Register Enterprise Establishment
Upon receipt of the IRC, the investor must apply for enterprise registration. Required documents:
- Application for enterprise registration;
- Charter of the 100% foreign-owned company;
- List of members (for LLCs) or founding shareholders and foreign investors (for JSCs);
- Certified ID/passport for individuals; or corporate registration documents for organizations; including authorization letter and ID of authorized representative;
- A copy of the IRC.
Note: All foreign-issued documents must be consular legalized, translated into Vietnamese, and notarized in accordance with Vietnamese law.
Submit to the Business Registration Office at the provincial Department of Planning and Investment or online via the National Business Registration Portal. The Enterprise Registration Certificate (ERC) is issued within 3 working days if the application is complete and valid.
Step 4: Public Disclosure of Enterprise Establishment
After issuance of the ERC, the company must publish the establishment notice on the National Business Registration Portal. Content includes all information on the ERC and:
- Business lines;
- List of founding shareholders and foreign shareholders (for JSCs).
Step 5: Engrave the Company Seal
After publishing the enterprise establishment notice, the enterprise proceeds to engrave its seal at a licensed seal-making provider. The enterprise may determine the quantity and design of the seal within legal limits.
Step 6: Post-Establishment Procedures
After establishment, the enterprise must complete the following:
- Digital Signature Registration: Used for electronic transactions such as tax filing (providers include ACC, Viettel, BKAV, VNPT, etc.);
- Bank Account Registration: Required for tax payments and financial transactions;
- Online Tax Declaration Registration: Through the electronic tax system (Etax) using a tax authority-issued account;
- Sector-specific Licenses: Depending on business activities (e.g., education, healthcare, distribution).
In conclusion, establishing a 100% foreign-owned company in Vietnam involves careful compliance with investment and enterprise regulations. By following the prescribed procedures and preparing the necessary documentation, foreign investors can establish a legal and operational presence across a wide range of sectors permitted under Vietnamese law. This process facilitates Vietnam’s ongoing efforts to attract and support high-quality foreign investment in alignment with international commitments and national development priorities.
📞 CONTACT LEGAL CONSULTANT:
TLA Law is a leading law firm with a team of highly experienced lawyers specializing in criminal, civil, corporate, marriage and family law, and more. We are committed to providing comprehensive legal support and answering all your legal questions. If you have any further questions, please do not hesitate to contact us.
1. Lawyer Vu Thi Phuong Thanh, Manager of TLA Law LLC, Ha Noi Bar Association
Email: vtpthanh@tlalaw.vn
2. Lawyer Tran My Le, Chairman of the Members’ Council, Ha Noi Bar Association
Email: tmle@tlalaw.vn.
Dinh Phuong Thao