What changed in 2026
Older guides often describe a rigid sequence: first create an investment project and obtain the IRC, then register the enterprise. Investment Law 2025 changed that approach. From 1 March 2026, a foreign investor may first establish an economic organisation and then complete the procedure for obtaining or amending the Investment Registration Certificate for the investment project where required, provided market-access conditions are satisfied.
The first question is what the company will actually do
For a foreign investor, the business activity matters more than the label on the company form. Before registration, check whether the sector is open to foreign capital, whether foreign ownership is capped, and whether there are partner, licensing, qualification, or other conditional-business requirements. Trading, education, tourism, logistics, finance, telecoms, and other regulated areas may have additional rules.
A practical setup sequence
- Define the business model, activities, and proposed foreign-ownership share.
- Check market-access conditions for the relevant sector and activities.
- Choose the legal form and ownership structure.
- Prepare a legal address and registration documents.
- Register the enterprise under the current procedure.
- If there is an investment project, determine whether an IRC and/or approval of investment policy is required.
- Obtain any sector-specific licences or sub-licences required for conditional activities.
- Set up accounting, tax, banking, capital contribution, and employment processes before operations begin.
Can a foreigner own 100% of the company?
In many open sectors, yes, but there is no universal right to 100% foreign ownership for every activity. Vietnam applies market-access conditions to foreign investors. The useful question is not 'can a foreigner open an LLC?' but 'what foreign-investment conditions apply to this specific activity?'
IRC, ERC and operating licences
The Enterprise Registration Certificate confirms enterprise registration. The Investment Registration Certificate relates to an investment project. After the 2026 reform, their order should not be described using one old sequence for every case. Company registration also does not automatically authorise every regulated activity: business licences, sub-licences, or separate approvals may still be required.
Charter capital
There is no single minimum capital amount for every foreign-owned business. Some activities have statutory capital or financial-condition requirements, while ordinary sectors require a realistic capital plan for the scale of the project. An unrealistically low amount may not support the proposed activity, while an unnecessarily high amount creates a real contribution obligation.
A company does not automatically solve immigration and work status
Founder, investor, and employee are different legal roles. Registering a company does not automatically give a foreigner unlimited residence rights or permission to work without complying with immigration and labour rules. Design the immigration and employment status alongside the corporate structure.
Questions and answers
Can a foreigner open a company in Vietnam?
Yes, subject to the Investment Law, market-access conditions, and sector-specific requirements.
Do I always need to obtain an IRC first?
No. Since 1 March 2026, Investment Law 2025 allows a foreign investor to establish an economic organisation before procedures for issuing or amending the project's IRC when market-access conditions are met. The specific project still needs individual review.
Can a foreigner own 100% of a Vietnamese company?
It is possible in many sectors, but foreign-ownership restrictions depend on the specific activity.
Is there one minimum capital requirement for all businesses?
No. There is no universal amount for every sector; some activities have specific financial requirements.