Indirect establishment of foreign Enterprises in Vietnam

Establishing a foreign enterprise in Vietnam through an indirect approach means that the investor does not directly register to establish a foreign-invested economic organization from the outset. Instead, the process is carried out in two stages: (1) establishing a company in Vietnam owned or co-founded by Vietnamese individuals or entities; and (2) the foreign investor completes procedures to register capital contribution, share purchase, or purchase of capital contributions pursuant to Article 21 of the 2025 Law on Investment to become a member or shareholder of the company.

This form is chosen by many investors because its legal procedures are simpler than direct investment. According to Point c, Clause 2, Article 26 of the 2025 Law on Investment, investment activities in the form of capital contribution, share purchase, or purchase of capital contributions in economic organizations are not required to undergo procedures for obtaining an Investment Registration Certificate (no investment project needs to be formulated). At the same time, this approach enables foreign investors to inherit the reputation, operational experience, and existing customer base of the target enterprise.

Procedure for establishing a foreign enterprise in Vietnam through an indirect approach

Process	Detailled Description
Step 1	Establishment of a Vietnamese Company The application dossier for enterprise registration depends on the type of enterprise chosen by the investor, pursuant to Article 24 of Decree No. 168/2025/NĐ-CP. Common scenarios: Establishing a single-member limited liability company with a Vietnamese owner, followed by the transfer of 100% of the contributed capital from the Vietnamese owner to the foreign investor; Establishing a single-member limited liability company with a Vietnamese owner, which is then converted into a multi-member limited liability company after capital acquisition (in cases where two or more investors purchase part or all of the contributed capital, or the foreign investor purchases only a portion of the capital from the Vietnamese owner). Implementation period: 05 – 07 working days.
Step 2	Post-Establishment Procedures Making the company seal; Opening a payment account (depending on the bank chosen by the client); Initial tax declaration; Registering for electronic invoices (company authentication is mandatory) and digital signatures (e-token); Company authentication: The legal representative of the company must complete level 2 electronic identification or electronic identification for foreigners. Implementation period: 08 – 10 working days.
Step 3	Capital contribution for establishment Members/owners must fully contribute the registered capital stated on the Enterprise Registration Certificate (ERC).
Step 4	Execution of procedures for foreign investors to Register Capital Contributions or share purchases For certain specific sectors such as food and beverage establishments: in addition to the aforementioned documents, investors must provide additional documents related to the leased location permitting the implementation of business activities. Implementation period: 20 – 25 working days (for sectors with market-opening commitments under the WTO Schedule of Commitments).
Step 5	Amendment of the Enterprise Registration Certificate / Conversion of Company Type Changing from a Vietnamese owner to a foreign investor owner, or converting the type of company The dossier for registering changes of members, owners, and enterprise type is carried out according to the type of enterprise chosen by the investor pursuant to Decree No. 168/2025/NĐ-CP. Implementation period: 05 – 07 working days.
Step 6	Opening Direct/Indirect Investment Capital Accounts (DICA/IICA) and Capital Transfer Open a DICA or IICA account depending on the capital contribution ratio of the foreign investor (open a DICA for 100% foreign-owned capital; open an IICA in cases where there are Vietnamese capital-contributing members). After opening the DICA/IICA, the investor transfers the contributed capital from abroad into the account in accordance with the capital transfer amount in foreign currency stated in the approval notice for the purchase of capital contributions. Implementation period: 07 – 10 working days (depending on the bank where the account is opened).
Step 7	Opening Direct/Indirect Investment Capital Accounts (DICA/IICA) and Capital Transfer Application for a Work Permit (WP) or Certification of Exemption from Work Permit (Exemption Certificate) for Foreign Employees After completing the capital contribution or purchase of capital contributions and the enterprise officially becomes a foreign-invested enterprise, the company carries out procedures to determine the status of foreign employees (whether they are subject to a work permit, an exemption certificate, or only a notification requirement) in order to lawfully deploy foreign personnel to work at the enterprise. For employees subject to a Work Permit (WP): Announcing the recruitment of Vietnamese employees for the positions intended for foreign workers; Preparing the dossier for work permit issuance, including the explanatory report on the demand for foreign labor and the application for a work permit, along with documents regarding the prospective personnel; Submitting the dossier online via dichvucong.gov.vn within a timeframe of 60 days, but no later than 10 days prior to the date the foreign employee is expected to start working. For employees subject to an Exemption Certificate (Work Permit Exemption): Preparing the dossier requesting an exemption certificate, accompanied by documents proving that the employee falls under the work permit exemption categories (e.g., owner/member of a limited liability company, Chairman/member of the Board of Directors of a joint-stock company, or intra-company transferees); Submitting the dossier online via dichvucong.gov.vn within a timeframe of 60 days, but no later than 10 days prior to the expected commencement date. For certain special cases (duration under 03 months, under 90 days/year, etc.): The enterprise only needs to submit a Notification to the competent authority at least 03 working days prior to the date the foreign employee begins working. There is no need to apply for a work permit or an exemption certificate, and this procedure does not yield a written result.

List of Dossiers

Dossier for Establishing a Limited Liability Company

Enterprise registration application;
Company charter;
List of members; list of beneficial owners of the enterprise (if any);
Copies of personal legal documents for members who are individuals, and for the legal representative; legal documents of the organization for members that are organizations, along with the document appointing the authorized representative; and personal legal documents for the authorized representative of an institutional member.

Dossier for foreign investors registering to purchase capital contributions or shares

Pursuant to Decree No. 96/2026/NĐ-CP, the dossier includes:

Written registration for purchasing capital contributions;
Passport for individual investors / Establishment license for institutional investors;
Principle agreement on the purchase of capital contributions;
Information on documents proving land use rights for specified cases;
For specific sectors (e.g., food and beverage establishments): Land use right certificate for the leased location; food safety certificate; certificate of eligibility for fire prevention and fighting, etc.

Dossier for registering changes of members, owners, and conversion of company type

Carried out in accordance with the specific type of enterprise chosen by the investor pursuant to Articles 26, 45, and 46 of Decree No. 168/2025/NĐ-CP.

LIST OF DOCUMENTS

To prepare for establishing a foreign enterprise in Vietnam, individual/organizational investors will need to prepare the following documents:

Investor’s legal information, including:

Passport (for individual investors);
Establishment license, business license, or equivalent documents (for institutional investors);
Passport/ID card/ citizen identification card of investor’s authorized representative (for institutional investors);
Passport/ID card/ citizen identification card of legal representative of economic organization.

Documents proving the Investor’s financial capacity are one of the following documents:

Financial statements of the most recent 02 years of the institutional investor;
Commitment to financial support from the parent company;
Commitment to financial support from the financial institution;
Guarantee of the investor’s financial capacity;
Confirm the bank account balance or bank account statement of the individual investor.

Legal documents on the expected location of the headquarters and documents recording the Investor’s leasing status:

Lease contract for the location of the investment project;
Land use rights Certificate;
House Ownership Certificate;
Documents proving the lessor’s right to sublease in case the lessor is the sublessee from the investor of the building intended to be the company’s headquarters.

With the investment registration procedure, the submission of documents about the proposed headquarters is mandatory, so at the time when the company has not been established, the parent company (Investor being an organization) or one of its members (Investor being an individual) establishes a document to lease headquarters with the lessor.

COMMITMENT TO SERVICES

On time

All that we do will be planned specifically in terms of time and content. You can control what we do, and the time to completion, and in all cases, we help you maintain the enterprise’s compliance with the deadlines with competent authorities and employees.

Exactly

We commit to the accuracy of the contents of consultation, established documents, and services we provide to customers. We aim to provide you with a safe and effective legal solution for your business operations.

Security

We establish a confidentiality commitment with you, so information about the enterprise, human resources, finance, etc., and other contents related to enterprises and investors will only be disclosed with your consent or in accordance with the laws of Vietnam.

SERVICE PERFORMANCE PROCESS

Assign

CDLAF assigns designated personnel responsible for ensuring information security, ensuring that only assigned individuals have the right to access information and handle client communication.

Collect information and prepare the service contents

Assigned personnel are responsible for collecting clients information, reviewing regulations and preparing service content.

Control the quality

The Board of Lawyers and Counsels reviews the service content prepared by the assigned personnel before it is sent to clients for their review.

Clients’ approval

Clients review and approve the service content prepared by CDLAF. When requested, meetings are held to explain the prepared content.

Completion

Personnel responsible for service completion directly implement it at the competent authority (if required). They also monitor the progress, report the results, and hand them over to clients.

After-service support

Guide clients to perform necessary tasks related to the delivered results and provide updates on changes in legal regulations.

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FAQ QUESTIONS: Indirect establishment of foreign Enterprises in Vietnam

What is a popular indirect investment form in Vietnam?

Vietnamese law regulates many indirect investment forms. However, the most popular form is the capital contribution and share purchase at the Vietnamese economic organization.

Is there a limit on the ratio of foreign investor’s capital contribution and shares in a company in Vietnam?

Yes, accordingly, Vietnamese law still has regulations on limiting foreign investors’ capital contribution and shares ratio in companies in Vietnam. The limit is only applied to a number of industries.

In case an economic organization has many business sectors that international treaties on investment have different provisions on the ownership ratio of foreign investors, this ownership ratio is not exceeding the limit to foreign ownership ratio for sectors having the lowest limit toforeign ownership ratio.

Which foreigners are issued temporary residence cards?

Foreigners are issued temporary residence cards in accordance with Vietnamese law including:

Foreign workers come to Vietnam to work long-term with a work permit or practising license in Vietnam.
Foreign investors establish companies, contribute capital, purchase shares in Vietnamese or foreign enterprises and organizations in Vietnam;
Foreigners whose spouses, fathers, mothers, and children have been issued temporary residence cards in Vietnam.
Foreigners with Vietnamese origins or relatives who are Vietnamese (including spouses, parents, children, grandparents…)
Foreigners come to Vietnam as diplomats, and journalists in accordance with regulations on diplomacy and press law…

Is it required to apply for a work permit for foreign investors who are members or shareholders of a company in Vietnam?

Owners or capital-contributing members of limited liability companies, or chairman of the board of directors, or members of the board of directors of joint-stock companies are exempt from work permits. However, the enterprise shall carry out procedures at competent authority to determine employees who are exempt from work permits.

Is the income of foreign investors in Vietnam subject to tax?

Foreign investors who are individuals shall declare and pay personal income tax in accordance with Vietnamese law when receiving profits from investment activities such as interest corresponding to the capital contribution ratio, and dividends corresponding to shares.