As a foreign investor preparing to establish a company in Vietnam, it is essential to understand the procedures for obtaining a Business License, including the required documentation and the step-by-step process for business registration. This article provides detailed guidance on Business License application procedures, including a step-by-step roadmap for company establishment, with a focus on key considerations that foreign investors must clearly understand.
Choice of Enterprise Type: A Strategic Foundation Step for FDI Investors
Prior to initiating the business registration process, it is necessary to determine an appropriate enterprise type.
For foreign investors, the two most commonly adopted types of enterprises are Limited Liability Companies (LLCs) and Joint Stock Companies (JSCs).
- One-Member Limited Liability Company / Multiple-Member Limited Liability Company: Suitable for investors seeking tight control, a clearly defined capital contribution structure, and limited liability. This is typically the optimal choice for subsidiaries, branches, or investment projects of small to medium scale.
- Joint Stock Company: Ideal for large corporations with plans to raise capital widely from the public or with a complex shareholder structure. This type requires a higher level of transparency and stricter corporate governance.
A common mistake frequently encountered by FDI enterprises, including Japanese investors, is the registration of business lines that are either incorrect or too narrowly defined, which may cause difficulties when expanding business activities in the future. Therefore, thorough research and the selection of an appropriate enterprise type play a critically important role.
Procedures for obtaining a Business License for an FDI enterprise
The business registration procedures for company establishment applicable to foreign investors include the following six basic steps:
- Online declaration
- Application for Investment Registration Certificate (IRC)
- Enterprise Registration (ERC)
- Application for Business License at the Department of Industry and Trade (in case of retail activities)
- Opening a capital account
The detailed process includes the following steps:
Step 1: Online declaration
Declare project information on the National Foreign Investment Information System.
Step 2: Application for Investment Registration Certificate (IRC)
The investor is required to prepare a dossier for issuance of the Investment Registration Certificate in accordance with Clause 1, Article 33 of the Law on Investment 2020, including:
- Written request for implementation of the investment project by the foreign investor
- Documents on legal status:
- Individual investor: ID card/Citizen Identity Card/Passport (certified copy)
- Institutional investor: Certificate of incorporation or equivalent legal documents (certified copy)
- Investment project proposal, including: information of the investor, objectives, investment capital, scale and capital mobilization plan, duration, location and implementation schedule, and socio-economic efficiency assessment of the project
- Documents evidencing the investor’s financial capacity:
- Individual investor: savings book, bank balance confirmation, etc.
- Institutional investor: financial statements for the last 02 years, financial commitment from financial institutions, financial support commitment from the parent company, documents evidencing financial capacity, financial guarantee of the investor
- In case the project does not request land allocation, land lease, or permission for change of land use purpose from the State, documents on land use rights or documents determining the right to use the project location must be submitted (certified copy)
- Explanation of the technology used in the project for projects subject to technology appraisal and consultation in accordance with regulations on technology transfer
- Business Cooperation Contract (BCC) for investment projects implemented under the BCC form
After preparing a complete dossier, the investor shall submit the application. Pursuant to Clause 1, Article 36 of Decree No. 31/2021/ND-CP, the investor submits the above dossier to the investment registration authority. In case the project is implemented in two or more provincial-level administrative units, the dossier shall be submitted to the Department of Planning and Investment of one province or centrally governed city where the project is implemented or where the office is expected to be located.
The investment registration authority shall review the dossier and issue the Investment Registration Certificate within 15 days from the date of receipt of a valid dossier from the investor.
Step 3: Application for Enterprise Registration Certificate (ERC)
After obtaining the Investment Registration Certificate, the investor shall prepare and submit the dossier for the Enterprise Registration Certificate. The dossier is stipulated in Chapter IV of Decree No. 01/2021/ND-CP, including:
- Application for enterprise registration in the prescribed form
- Company charter
- List of members/shareholders (for limited liability companies and joint stock companies)
- Certified copies of ID Card/Citizen Identity Card/Passport of the legal representative and individual members/shareholders
- Certified copy of the Enterprise Registration Certificate or equivalent documents of the organization (must be consular legalized and notarized translation)
- Investment Registration Certificate – a mandatory prerequisite for enterprise establishment for foreign investors
The dossier shall be submitted to the Department of Planning and Investment of the province where the foreign-invested enterprise locates its head office.
Step 4: Application for Business License (for retail activities)
The investor shall prepare a dossier for the Business License, including:
- Application form (Form No. 01 – Decree No. 09/2018/ND-CP)
- Explanation document demonstrating satisfaction of conditions (retail activities)
- Documents evidencing no outstanding tax liabilities
- Copies of IRC and ERC
The dossier shall then be submitted to the Department of Industry and Trade where the enterprise’s head office is located. The Department of Industry and Trade shall review and assess the dossier within 10–15 days and issue the license if the conditions are satisfied.
Step 5: Opening a Direct Investment Capital Account (DICA)
The enterprise shall open a direct investment capital account and transfer capital into the account within 90 days from the date of issuance of the ERC.
Note: The above content is based on general regulations. The procedures for obtaining a Business License may vary depending on the business lines and the latest regulations at the time of implementation.
For reference to official regulations on enterprise registration, please access the National Business Registration Portal.
Procedures for Obtaining a Business License for FDI Enterprises
Obtaining the Enterprise Registration Certificate is only the initial step. In order to officially commence business and production activities, the enterprise is required to undertake the following procedures:
- Conduct enterprise information disclosure
- Engrave the company seal
- Register a digital signature (digital certificate)
- Request issuance of electronic invoices
- Perform tax declaration and tax reporting
- Obtain sub-licenses (if operating in conditional business lines)
- Apply for work permits and/or temporary residence cards for foreign employees
- Display the company signboard at the registered business address
Estimated Total Costs for the Company Establishment Process
The cost for an FDI enterprise to become legally operational is not limited to government fees alone. Below is an estimated breakdown of the main expenses to be prepared (for reference only; actual amounts may vary depending on applicable regulations at the time of implementation):
Cost Category | Description & Notes | Estimated Cost (VND) |
| Enterprise Registration Fee | Fee paid via the National Business Registration Portal | From 100,000 – 300,000 |
| Investment Registration Certificate Issuance Fee | Applicable to foreign investors | As prescribed by each local authority |
| Seal Engraving and Seal Registration Fee | Depending on seal type (1, 2, or 3 seals) and material | 500,000 – 2,000,000 |
| Digital Signature (Token) | Device cost and first-year service fee | 1,500,000 – 3,000,000 |
| Electronic Invoices | Setup fee and annual software usage cost | 500,000 – 2,000,000 |
| Consulting and Turnkey Support Services | Depending on project scale and complexity | Subject to agreement |
Frequently Asked Questions on Company Establishment for FDI Enterprises
In addition to Business License application procedures and estimated company establishment costs, foreign investors also have many other questions regarding the incorporation of enterprises in Vietnam. Below are some of the most frequently asked questions:
How long does the entire process take, from obtaining the Investment Registration Certificate to obtaining the Business License?
The process may take approximately 1 to 3 months, depending on the nature of the project, the business lines (whether conditional or not), and the completeness of the application dossier. The use of professional consulting services can significantly shorten this timeframe by minimizing procedural errors and arising issues.
Are FDI enterprises required to hire accounting services?
Vietnamese law does not mandate outsourcing accounting services; however, enterprises are required to maintain an accounting function that complies with legal regulations. In practice, most FDI enterprises choose to engage external accounting service providers to ensure regulatory compliance and optimize operational costs.
How are foreign documents processed?
All foreign-language documents (such as the parent company’s Business Registration Certificate, passports, etc.) must be translated into Vietnamese and consular legalized at the Embassy/Consulate of Vietnam abroad, or legalized by consular certification in accordance with international treaties (Apostille).
Professional Turnkey Business Registration and Company Establishment Support Services for FDI Enterprises with KMC
The process from dossier preparation to business registration can be complex and may cause difficulties and concerns. You may wish to seek a professional partner to provide comprehensive support for business license procedures. Please contact KMC – a consultancy firm specializing in in-depth legal advisory services and solutions for FDI enterprises, particularly Japanese-invested companies.
KMC’s services provide comprehensive support, including:
Registration for Investment Registration Certificate and Business License
Detailed advisory on required documentation and applicable legal regulations
Acting on behalf of the enterprise to submit applications, process dossiers, and monitor approval procedures
Receiving results and handing over to clients
Supporting post-establishment procedures
In addition, we also provide in-depth consulting on business sectors, business lines, capital structure, legal entities, and other legal matters related to company establishment. This helps enterprises prepare thoroughly and develop a complete incorporation strategy from the outset.
With extensive practical consulting experience supporting hundreds and thousands of partners and clients, together with a team of lawyers and experts with deep understanding of the latest legal regulations, KMC is proud to provide optimal solutions for FDI enterprises wishing to establish companies, branches, or representative offices to expand their market in Vietnam.
If you have any questions regarding business license procedures for FDI enterprises or require immediate support for company registration processes, please contact our hotline: 081 489 4789 for in-depth consultation from KMC experts, comprehensive support, and full legal compliance assurance.
