Setting Up in Vietnam in 2026: Incorporation Is Only One Part of the Process

Foreign investors often begin a Vietnam expansion with a practical question: “How soon can we establish the company?” That is important, but it is not the same as asking when the proposed business can lawfully begin operating. Under Vietnam’s 2025 Investment Law, a foreign investor may establish an economic organisation for an investment project before carrying out procedures for the issue or amendment of its Investment Registration Certificate. Market-access requirements nevertheless apply at establishment. [1, Article 19(2)]

For investment teams, the opportunity is to organise incorporation, project approvals and operational preparation more carefully. It is not a general exemption from investment procedures. This article considers a new business establishment at a planning level. Acquisitions, land-intensive projects and regulated sectors require additional analysis and should not be fitted into a universal checklist.

1. Use the current investment framework

Investment Law No. 143/2025/QH15 of 11 December 2025 generally took effect on 1 March 2026. Article 51 sets separate commencement dates for specified provisions, including Article 7 and Appendix IV from 1 July 2026. Decree No. 96/2026/ND-CP of 31 March 2026 provides implementing rules. An establishment plan prepared under the 2020 framework should therefore be checked against the current legislation. [1–2]

There is also a forward-looking point. Law No. 24/2026/QH16, enacted on 24 August 2026, has a general commencement date of 1 March 2027, with specified provisions applying earlier under its commencement clause. It should not be treated as fully operative on this article’s research date. Investors scheduling activity into 2027 need a separate effective-date check. [4]

The practical recommendation is to put a legal cut-off date on the internal launch plan. Keep a record of the rules used for the initial assessment and identify events that require a refresh, such as a new investor, a different site or a change in the activity to be carried out.

2. Describe the business before selecting its registration route

Article 8 distinguishes foreign-investor market-access conditions from the general investment framework. Conditions can concern foreign ownership, the form and scope of investment, investor capacity, partners and other applicable requirements. Article 7 deals separately with conditional business activities. These are related but different screening questions. [1]

A company should therefore describe its actual commercial model before selecting registration descriptions. Will it manufacture, import, distribute, provide an online service or carry out several activities? Who contracts with customers, owns stock, invoices and receives payment? Where are the services delivered? A short business label may conceal several regulated components.

An activity-by-activity matrix is useful. For each proposed revenue stream, record the activity, the intended customer, the investor’s nationality and ownership chain, the relevant access conditions and any operational approvals requiring separate review. This is a recommended planning document, not a promise that every activity needs the same licence or dossier.

3. Distinguish the company from its investment project

An Enterprise Registration Certificate concerns the establishment and registered particulars of the enterprise. An Investment Registration Certificate, or IRC, records investment-project information. Article 26 identifies projects requiring an IRC and projects outside that requirement, while Articles 24–25 address investment-policy approval for specified projects. The legal questions are not interchangeable. [1; 3]

Article 19(2) expressly permits establishment before procedures for issuing or amending the IRC. It also expressly requires compliance with foreign-investor market-access conditions when establishing the entity. Article 26 must still be considered when determining the project’s registration requirements. [1]

Build separate workstreams for the corporate entity and the project. Corporate questions include the entity type, ownership, governance and authorised signatories. Project questions include objectives, scale, capital, location, duration and applicable approvals. Cross-check the information shared between those workstreams so that the incorporation documents do not describe a materially different business from the investment plan.

4. Treat operational readiness as a separate decision

Article 5 recognises investment rights while requiring compliance with conditions for conditional business activities. Receiving a corporate registration document should therefore not be used as the sole internal authority to begin every proposed activity. [1]

A business can create a launch approval checklist covering its particular operations. Depending on the model, the review may include premises, construction, environment, fire safety, specialist licences, personnel, invoicing and tax arrangements. These are screening topics, not a statement that every foreign-invested company must obtain every item on that list.

For management purposes, allocate an owner to each issue and identify the evidence needed to close it. “Application submitted” and “approval obtained” should remain separate statuses. The resulting timetable should show which preparatory activities can proceed and which commitments should wait for a legal or operational condition to be satisfied.

5. Plan the ownership structure transparently

The company may have an overseas parent, intermediate holding entities and individual owners or controllers. Those layers matter for registration and compliance. Decree No. 168/2025/ND-CP, as amended by Decree No. 296/2026/ND-CP, contains the current enterprise-registration provisions on identifying and declaring beneficial ownership. [3]

Obtain the ownership chart early and test whether it is supported by documents. Clarify who can provide information and authorise filings for each relevant entity. Translation, authentication and other document requirements should be checked for the particular dossier rather than assumed to be identical across all overseas documents.

Keep registered ownership, beneficial ownership, management authority and authority to sign contracts distinct in the review. One person may occupy several roles, but the roles answer different questions. A practical internal signatory matrix can prevent the overseas project team from assuming that every nominated manager has the same power to commit the Vietnamese company.

6. Do not confuse an acquisition with a new establishment

Article 21 contains separate rules for foreign investment by capital contribution, share purchase or purchase of contributed capital. It includes prior registration in specified circumstances, such as certain increases in foreign ownership in conditional-access sectors, relevant ownership-threshold changes and specified land-related situations. An acquisition therefore needs its own assessment. [1]

An existing target may offer premises, employees and customer relationships, but it may also bring historical liabilities and mismatches between registered and actual operations. Compare the establishment and acquisition routes against the intended business rather than assuming the existing company is an administrative shortcut. Any transaction decision should also reflect commercial due diligence, not only registration timing.

7. Preserve flexibility in early commitments

Illustrative example. An overseas manufacturer proposes a Vietnamese entity, a leased factory and a small distribution function. Incorporating the entity does not itself answer whether the selected factory can support the intended production or whether the distribution model is permissible on the proposed terms.

Before signing a long-term lease or equipment order, the project team could consider approval conditions, a realistic long-stop date and allocation of costs if the premises or project cannot be used as intended. These are commercial safeguards to negotiate, not statutory terms automatically inserted into the contract. Their value depends on whether they match the actual dependencies identified in the legal assessment.

Avoid a timetable that assumes every application will succeed on its first submission. A launch plan can include a reasonable contingency without claiming a particular authority’s processing practice. Keep any externally quoted statutory deadline separate from the total time needed to prepare documents, respond to questions and complete related workstreams.

Practical steps for businesses

Start with a written description of the operating model and an evidence-backed ownership chart. Confirm the applicable market-access conditions before fixing the entity structure. Map corporate registration, IRC requirements, investment-policy approval where relevant, and activity-specific conditions separately. [1–3]

Then align the project documents, premises arrangements and commercial commitments with that map. Give each unresolved issue an owner and a decision date. Before trading begins, approve a documented readiness review rather than relying solely on incorporation. Finally, check whether any change in scope, location, ownership or commencement date requires the legal assessment to be updated.

Legal sources and references

Sources accessed on 24 October 2026. English legislative descriptions are explanatory, not certified or official translations.

1. Investment Law No. 143/2025/QH15 of 11 December 2025, particularly Articles 5, 7–8, 19–21, 24–26 and 51–52. Article 51 governs commencement; Article 52 contains transition rules for existing projects and approvals.
2. Decree No. 96/2026/ND-CP of 31 March 2026, implementing the Investment Law; official metadata records commencement on 31 March 2026. Detailed procedural requirements must be matched to the particular route.
3. Decree No. 168/2025/ND-CP of 30 June 2025, effective 1 July 2025, read with Decree No. 296/2026/ND-CP of 23 July 2026, effective the same day, particularly its replacement of Articles 17–18 on beneficial ownership.
4. Law No. 24/2026/QH16 of 24 August 2026, amending the Investment Law; enacted but not yet generally effective at the research cut-off. Official explanation of the amendments.

This publication provides general information based on sources reviewed as at 24 October 2026. It does not constitute legal advice on any specific matter. The application of Vietnamese law depends on the relevant facts and circumstances.