Vietnam · Guide
Until March 2026, the first question a foreign investor asked was which documents to legalise. It is now a different question.
Vietnam separated the two certificates that create a foreign owned company, and then made their order optional. Choosing the wrong order does not fail the application. It changes what the company may do for up to a year.
This page sets out the choice, the clocks that apply to each route, and the one requirement that has quietly ended remote incorporation.
The decision that comes before any paperwork
A foreign owned company in Vietnam needs two things: an investment registration certificate for the project, and an enterprise registration certificate for the company. Article 72 of Decree 96/2026 lets you take them in either order.
- 1Does the project need land, construction or a factory?If yes, apply for the investment certificate first. The enterprise cannot take land or start building without it
- 2Is the activity conditional or sensitive?Education, healthcare, logistics, distribution, real estate, telecoms and finance. If yes, investment certificate first
- 3Is it a light service or consulting business?If yes, incorporation first is available and gets the entity in place sooner
- 4If you incorporate first, the clock startsThe investment certificate must follow within twelve months, and the project cannot be implemented until it does
| Investment certificate first | Incorporation first | |
|---|---|---|
| Entity exists from | The end of the process | Early, within days of filing |
| May implement the project | On incorporation | Only once the investment certificate issues |
| May take land, build, import machinery | Yes | No |
| May open a bank account, lease premises, sign preliminary contracts | Yes | Yes |
| May add business lines or open a branch | Yes | No |
| Deadline pressure | None | Twelve months |
| Best for | Land, factories, conditional sectors | Light services, consulting, early presence |
The application for incorporation first must also carry an undertaking that market access conditions are met. Verification moves from before entry to after it, which is faster and less forgiving.
The clocks, legal and real
Two sets of numbers circulate and they describe different things. Both are true.
- The enterprise registration certificate is issued in 3 working days under Decree 01/2021.
- The investment registration certificate is issued in 10 working days under Decree 96/2026, where the prescribed conditions are met. The previous framework ran to 15 and often 25.
- Elapsed time is six to ten weeks in practice, legalisation included.
- The statutory clock starts on a valid dossier, not on the day you file, which is where the difference lives.
The gap is not bureaucratic drag. It is document preparation abroad, notarisation, consular legalisation and translation, all of which happen before any clock starts running.
The requirement that ended remote incorporation
This is the part missing from almost every guide, and it defeats the plan most non-resident founders arrive with.
- 1 Jul 2025Enterprises must hold an electronic identification account
- 31 Dec 2025Old portal registration accounts expire
- 1 Jun 2026Token and e-signature login withdrawn, no transition period
The chain runs in one direction only, and every link is mandatory.
- The company needs an organisational electronic identification account to use the national public service portal.
- That account cannot be created unless the legal representative already holds a verified level 2 personal account.
- A foreign national cannot obtain level 2 without a temporary or permanent residence card.
- There is no alternative login. The token and electronic signature route was withdrawn on 1 June 2026 with immediate effect.
Read backwards, the sequence is stark: no residence card for the legal representative means no personal level 2 account, which means no organisational account, which means no online filing.
That does not make incorporation impossible from abroad. It makes the identity and residency of the legal representative the first item on the plan rather than the last. The options for solving it are set out in setting up in Vietnam as a non-resident.
The documents, and the authentication rule that changes on 11 September 2026
Every foreign document in the dossier has to be authenticated before a Vietnamese authority will look at it, and the method for doing that is changing as this page is written.
| Document | Investor is a company | Investor is an individual |
|---|---|---|
| Proof of legal existence | Certificate of incorporation or register extract | Passport |
| Proof of financial capacity | Audited accounts or a bank confirmation | Bank statement or confirmation |
| Authority to act | Board resolution and power of attorney | Power of attorney if using an agent |
| Beneficial owner list | Required at registration | Required at registration |
| Registered address | Lease or address confirmation | Lease or address confirmation |
| Charter and application forms | Prepared locally | Prepared locally |
Vietnam acceded to the Hague Apostille Convention on 31 December 2025, and the Convention enters into force for Vietnam on 11 September 2026.
- Before that date, foreign public documents needed the full consular legalisation chain: notarisation, the foreign ministry of the issuing state, then the Vietnamese diplomatic mission.
- From that date, a single apostille from the competent authority of the issuing state is generally enough for public documents exchanged with other member states.
- Vietnam's own competent authorities are the Ministry of Foreign Affairs, through the Consular Department in Hanoi and the Department of Foreign Affairs in Ho Chi Minh City.
- Germany, Austria and the Czech Republic objected to Vietnam's accession, so consular legalisation remains mandatory for documents moving between Vietnam and those three countries.
That objection is the detail worth checking before you budget the document stage. An investor filing from Munich and an investor filing from Paris are on different processes, at different costs, for the same Vietnamese company.
Confirm three things before paying for anything: that the Convention is in force between Vietnam and your country, that your document is a public document within the Convention, and that the apostille comes from the correct competent authority. Documents authenticated the wrong way are rejected, not adjusted.
The investment certificate route, in order
- Fix the business lines and check them against the access lists. This governs everything and cannot be corrected cheaply later.
- Prepare and legalise the investor documents. Corporate documents for a company investor, passport for an individual, plus proof of financial capacity.
- File on the national investment information portal and in hard copy. The electronic and paper dossiers must match; discrepancies restart the review rather than delaying it.
- Investment certificate issues within 10 working days of a valid dossier where conditions are met.
- File for the enterprise registration certificate, issued within 3 working days.
- Complete the post licensing steps below.
The incorporation first route, and the twelve month clock
- File for the enterprise registration certificate, including the undertaking on market access conditions and the beneficial owner list.
- The company exists and may open bank accounts, lease premises and sign preliminary contracts.
- It may not start the project, earn project revenue, take land, build, import project machinery, widen its business lines, or open branches and representative offices.
- Apply for the investment certificate within twelve months of establishment.
- The project begins once that certificate issues.
What the sources do not say is what happens if the twelve months lapse. The decree sets the deadline; the consequence is not spelled out in the guidance published so far. Treat the date as hard and confirm the position locally rather than relying on an assumption either way.
After the certificate, the work that is actually compulsory
| Step | Why it blocks things |
|---|---|
| Company seal | Required to execute most documents |
| Tax registration and identification number | Nothing can be invoiced without it |
| Corporate bank account, plus a capital account | Charter capital must arrive through the right account to count |
| Electronic invoicing registration | Invoices are electronic and must be registered |
| Labour and social insurance registration | Triggered by the first employee, including the legal representative |
| Sector licences and sub licences | For conditional activities, after the general registration |
None of these is optional and several are triggered automatically, so the period after the certificate issues is busier than the period before it.
The capital account is the step most often missed. Charter capital paid into an ordinary current account can fail to count as a contribution, which matters because the ninety day deadline is unforgiving.
The address has to be a real one, and the wrong kind fails
Vietnam requires a registered head office address, and the constraint on it catches founders who assume any address they control will do.
Point c, Clause 8, Article 3 of the Housing Law 2023 prohibits using a residential apartment unit for non residential purposes, which includes registering a company at it.
- A residential apartment cannot be a registered head office. This is a statutory prohibition, not a registrar preference.
- A mixed use building is acceptable where the building is designated for both residential and commercial purposes.
- A commercial lease is normally part of the dossier, so the address has to exist before the company does.
- Enforcement is increasingly automated. Authorities cross check registered addresses against digital housing and administrative databases, and action can follow without a site visit.
The practical consequence is ordering: you commit to premises before you have an entity to sign the lease, which is one of the reasons the incorporation first route appeals to service businesses. They can incorporate, then lease, then apply for the investment certificate.
Where files actually stall
- Documents legalised for the wrong entity name, usually a transliteration difference between passport and corporate register.
- Paper and electronic dossiers that do not match, which resets the review.
- Business lines drafted too narrowly, then needing amendment before the company can trade.
- A registered address in a residential apartment, which is prohibited outright rather than merely questioned.
- A legal representative without a residence card, which now blocks the digital identity chain rather than merely being inconvenient.
- Proof of financial capacity that does not match the charter capital, where the bank confirmation is smaller than the figure being registered.
- Documents legalised through the wrong route, which after 11 September 2026 will most often mean an apostille used where a consular chain was still required.
The bottom line
The paperwork is not the hard part. Two decisions are, and both are made before anything is filed.
The first is the order of the certificates, which is now a genuine choice and which fixes what your company may do for as long as a year. The second is who your legal representative will be and whether that person can obtain a Vietnamese residence card, because the state's online systems no longer offer a route around it.
Get those two right and thirteen working days of statutory processing is a realistic expectation once the documents are ready, and the apostille change from 11 September 2026 shortens the stage before it for most countries. Get them wrong and the file does not fail, it stalls, which is more expensive.
What each step costs, and the annual bill that follows, is in Vietnam company registration cost.
Frequently asked questions
How long does it take to register a company in Vietnam?
The statutory periods are 10 working days for the investment registration certificate and 3 working days for the enterprise registration certificate. Elapsed time is usually six to ten weeks, because document legalisation abroad happens before either clock starts.
Do I need an investment certificate to set up in Vietnam?
A foreign invested project needs one, but since 31 March 2026 you may incorporate the company first and obtain the investment certificate within twelve months. Until it issues, the company cannot implement the project.
Can I register a Vietnamese company remotely?
Not without solving the identity question. The company's electronic identification account requires the legal representative to hold a verified level 2 personal account, and a foreign national needs a temporary or permanent residence card to obtain one.
What is the difference between the IRC and the ERC?
The investment registration certificate authorises the project, recording its objectives, scale, location and duration. The enterprise registration certificate creates the company, recording its name, legal representative, charter capital and business lines.
Which certificate should I apply for first?
Investment certificate first if the project needs land, construction or a factory, or sits in a conditional sector. Incorporation first suits light service and consulting businesses that want the entity in place quickly.
What can the company do before the investment certificate is issued?
Preparatory acts only: opening bank accounts, leasing premises and entering preliminary contracts. It cannot start the project, earn project revenue, take land, import project machinery, add business lines or open branches.
What happens if the twelve months pass without an investment certificate?
The deadline is set by Decree 96/2026, but the consequence of missing it is not stated in the published guidance reviewed for this page. Treat it as a hard date and confirm the position with the licensing authority for your province.
Do I still need consular legalisation for Vietnamese company documents?
It depends on where the document comes from. The Hague Apostille Convention enters into force for Vietnam on 11 September 2026, replacing consular legalisation with a single apostille for public documents from member states. Germany, Austria and the Czech Republic objected to the accession, so the consular chain still applies to those three.
What has to be done after the certificate is issued?
Company seal, tax registration, a corporate bank account and a separate capital account, electronic invoicing registration, labour and social insurance registration, and any sector licence the activity requires.
Why do charter capital payments sometimes not count?
Because they went into an ordinary account rather than the designated capital account. The contribution has to arrive through the right channel to be recognised, and the ninety day deadline does not pause while that is corrected.
Sources
- DFDL on Decree 96/2026/ND-CP: Article 72 permitting incorporation before the investment certificate and the 12 month deadline in Article 72.4
- Acclime Vietnam on ERC first incorporation: the commitments the application must carry and the activities barred until the investment certificate is issued
- KPMG alert on organisational VNeID: the mandatory electronic identification account and the withdrawal of token based portal access
- IFLR on Vietnam's entry regime: the preparatory acts an ERC first company may carry out before the investment certificate
The sequencing rule and the twelve month deadline come from Decree No. 96/2026/ND-CP, issued and effective on 31 March 2026, as reported by DFDL and Acclime from the decree text. The three working day enterprise certificate period is set by Decree No. 01/2021/ND-CP. The ten working day investment certificate period is the period stated in Decree 96/2026 where the prescribed conditions are met, and it replaces the longer period under the previous framework. Elapsed timelines of six to ten weeks are practitioner observation rather than a legal standard and vary by province, sector and document origin. The electronic identification requirements are described from KPMG and immigration advisory reporting; the consequence of missing the twelve month deadline is not stated in the sources reviewed and is flagged as unresolved rather than guessed. This is not legal or tax advice.