Vietnam, with its goal of international integration and its strategic position in Southeast Asia and increasingly open investment environment, is becoming an attractive destination for foreign individuals and organizations wishing to expand their business operations. To establish a legal presence in the Vietnamese market, foreign investors can choose from many forms of investment such as: contributing capital to Vietnamese enterprises, buying back capital contributions, establishing foreign-invested enterprises (FDI), implementing independent investment projects, or signing business cooperation contracts (BCC) with domestic partners.

In the article below, Kien Dinh Law Firm will provide a comprehensive and in-depth look at the process, conditions, as well as important legal notes when establishing an FDI company in Vietnam. Thereby, investors will have the basis to choose the right consulting partner and legal service provider, ensuring the investment process takes place smoothly, transparently and in accordance with legal regulations.

FDI Enterprise Establishment Service

Foreign Direct Investment (FDI) enterprise establishment service is a specialized legal solution designed to support foreign individuals or organizations to carry out direct investment activities in Vietnam through the establishment of foreign-invested enterprises. This investment activity can be implemented in many forms such as: capital contribution, purchase and sale – merger of existing enterprises, construction of new infrastructure (such as factories, offices), expansion of production scale, or implementation of completely new investment projects in Vietnam.

This service not only helps investors fully comply with current legal regulations but also optimizes administrative procedures, shortens implementation time and minimizes legal risks throughout the market entry process.

FDI plays an important role in the economic development of the host country, contributing to the creation of thousands of job opportunities, the transfer of technology and knowledge, the promotion of production and export activities and the enhancement of the competitiveness of the economy. However, along with the benefits are challenges that need to be strictly controlled, such as the risk of dependence on foreign investors or adverse impacts on domestic enterprises if there is no appropriate regulatory policy.

Therefore, choosing a legal consultancy with rich experience in the field of FDI is a key factor to ensure that the investment strategy is implemented effectively, sustainably and in accordance with the legal framework in Vietnam.

Forms of establishing foreign invested enterprises in Vietnam

Establishing a foreign invested enterprise (FDI) in Vietnam can be done through many different forms, suitable for the business strategy and ownership structure of each investor. Below are the most common forms recognized and applied by Vietnamese law:

1. Establishment of a 100% foreign-owned FDI enterprise
   This is a form in which foreign investors own the entire charter capital of the enterprise in Vietnam. The company can be established as a single-member limited liability company , a two-member or more company , or a joint stock company . This form allows foreign investors to be completely proactive in managing, operating and implementing business activities without the need for capital participation from Vietnamese partners.

2. Establishing a joint venture (Joint Venture)
   A joint venture is a cooperation between a foreign investor and a domestic partner, in which the parties jointly contribute capital, take responsibility and share profits according to the capital contribution ratio. This is a suitable choice for areas where Vietnamese law requires foreign investors to associate with domestic enterprises to be allowed to invest.

3. Business Cooperation Contract (BCC)
   BCC is a form of investment that does not lead to the establishment of a new legal entity. Instead, the parties sign a contract to cooperate in business, sharing profits and obligations. This form is often applied in flexible projects, or in areas where the establishment of a new enterprise does not bring optimal efficiency.

4. Public-Private Partnership (PPP)
   This is a form of cooperation between foreign investors and competent state agencies to implement infrastructure development projects or provide public services. Project enterprises will be established to sign and implement PPP contracts, usually in areas such as transportation, health care, education, energy, water supply and drainage, etc.

5. Buying shares, contributing capital, merging or acquiring existing enterprises (M&A)
   This is a form of investment through cross-border mergers and acquisitions (cross-border M&A) . Foreign investors can buy shares and capital contributions in Vietnamese enterprises, including listed and unlisted enterprises. This form provides an opportunity to quickly penetrate the market, especially suitable in the context of an increasingly developing capital market and the removal of legal barriers.

Each form of investment has its own legal characteristics, procedures and management requirements, so consulting with experienced legal experts is a key factor to ensure success in entering the Vietnamese market legally and effectively.

Steps when hiring FDI enterprise establishment service at Kien Dinh Law Firm

Step 1: Prepare complete documents

01 Set of documents to establish a normal FDI company will include the following necessary documents:

1. Project implementation proposal document
2. Copy of the foreign company’s business registration certificate issued in the country of registration.
3. Documents verifying the account balance must be greater than or equal to the investment capital.
4. Proposal for investment project implementation
5. Copy of office lease contract in Vietnam.
6. Copy of power of attorney for the legal representative of the foreign company in Vietnam.
7. Full copy of passport or citizen identification card of the legal representative of the foreign company in Vietnam.
8. Financial statements for the last 2 years audited by a foreign organization
9. Business registration application
10. Charter of foreign-invested companies
11. Notarized copy of investment registration certificate
12. List of members/shareholders
13. Passport copies of capital contributing members, capital contributing shareholders and legal representatives
14. Other documents related to registration of establishment of FDI company in Vietnam (if any).

Step 2: Authorize Kien Dinh Law Firm to carry out procedures for registering to establish an FDI enterprise

After fully preparing the documents to establish an FDI enterprise in Vietnam, customers need to authorize Kien Dinh Law Firm to carry out the registration procedures including:

1. Register the company name at the Competent state agencies of the province or city where the foreign company wants to register its establishment.
2. Carry out procedures to register the head office address of FDI enterprises at the local business registration office.
3. Submit application for establishment of foreign invested company to Competent state agencies of province or city.
4. Complete other procedures
5. Receive the Certificate of Investment Registration of Foreign-invested Enterprises and the Certificate of Registration of Establishment of FDI Enterprises. The Competent state agencies in Vietnam will review the application within 15 to 20 working days from the date of receipt of complete and valid application.

For more information about consulting services for establishing foreign invested companies, please contact Kien Dinh Law Firm for free consultation.

Conditions for foreign direct investment (FDI) in Vietnam: Legal factors investors need to note

To carry out foreign direct investment activities in Vietnam through the establishment of FDI enterprises, foreign investors are required to meet certain legal conditions stipulated in the Vietnamese legal system as well as international treaties to which Vietnam is a member. These conditions act as a “legal gateway” to control foreign investment activities in a transparent, effective manner and in accordance with the national economic development orientation.

✅ Legal conditions for foreign direct investors include:

1. Charter capital ownership ratio
   Foreign investors must comply with the limit on ownership ratio in economic organizations, especially in conditional industries, for example: logistics services, education, media or finance – banking.

2. Forms of investment and business establishment
   Investors can choose suitable forms of investment such as:
   – Establishing a company with 100% foreign capital;
   – Contributing capital, buying shares, capital contributions in Vietnamese enterprises;
   – Business cooperation under the BCC or PPP model.

3. Scope and fields of investment activities
   The industries and sectors that investors choose must be within the scope of permitted investment and not on the list of prohibited or restricted market access for foreign investors.

4. Financial capacity and conditions of the investor Investors
   need to demonstrate financial capacity, operational experience (in some specific fields), as well as the ability to meet the requirements of the associated partner if investing in the form of a joint venture.

5. Other additional conditions
   In addition to the above conditions, investors must also comply with relevant regulations issued under the Law, Resolutions of the National Assembly , Ordinances, Decrees of the Government , and bilateral or multilateral international treaties in effect in Vietnam.

Why should you use Kien Dinh Law Firm ‘s FDI business establishment consulting service?

Kien Dinh Law Firm is one of the most prestigious addresses providing FDI investment consulting services in Vietnam or FDI enterprise establishment services with foreign capital in Vietnam today:

⭐ No additional costs, the service price for establishing FDI enterprises in Vietnam is the most competitive on the market

⭐ Investment consultant >10 years experience. 

⭐ Ensure absolute confidentiality of customer information

⭐ Contact Hotline : (VN) 0928 633966, (US) 1323-457-8888

And other related advice and notes. To learn more about the notes before implementing an investment project to establish an FDI enterprise in Vietnam, please contact Kien Dinh Law Firm for free advice.