Business Setup

Foreign company setup in Vietnam: 100%-foreign-owned entities

WFOE setup, sector-specific advice, and end-to-end incorporation for foreign investors entering Vietnam with full ownership.

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Overview

A 100%-foreign-owned company (WFOE) is the most common structure for a foreign investor entering Vietnam. The setup requires an IRC, an ERC, sector sub-licences (where applicable), and post-licence registrations. We handle the full process, advising on entity type, capital, sector constraints, and structuring.

Who needs this service

  • Foreign investors seeking 100% ownership in Vietnam
  • Companies expanding into Vietnam for sales, manufacturing, or services
  • Holding companies establishing a regional operating entity

Legal requirements

WFOE eligibility

Most sectors permit 100% foreign ownership. Conditional sectors require a local partner or have ownership caps.

IRC and ERC

Both required. The IRC authorises the project; the ERC establishes the legal entity.

Capital adequacy

The IRC approval typically requires a capital amount consistent with the project's scope. Practical floors apply in some sectors.

Pricing

Indicative fees

ItemFee
Government feesfrom VND 5 million
Professional feesfrom USD 6,000

Fees are indicative and depend on transaction volume, complexity, and reporting requirements. Request a tailored proposal.

Timeline

Typical engagement timeline

Phase 1 · Week 1–2

Pre-engagement

Sector advice, document preparation, project proposal.

Phase 2 · Week 3–6

IRC

Submission, queries, and issuance.

Phase 3 · Week 7–8

ERC

Submission and issuance.

Phase 4 · Week 9–12

Post-licence

Tax, SI, seal, bank, SBV.

Watch out

Common mistakes we help you avoid

  • 01Choosing the wrong entity type for the sector
  • 02Underestimating the project capital
  • 03Not engaging a local counsel with sector experience
  • 04Missing the sector sub-licence
Why us

What you get

Sector expertise

We advise on the entity type, capital, and sector sub-licence requirements specific to your business.

End-to-end

From document preparation to post-licence registrations, one engagement.

Post-setup support

Accounting, tax, payroll, and ongoing compliance — under the same roof as the setup.

FAQ

Frequently asked questions

What is the difference between an IRC and an ERC?
The Investment Registration Certificate (IRC) authorises the investment project. The Enterprise Registration Certificate (ERC) establishes the legal entity. Both are required for a foreign-owned company; the ERC is obtained after the IRC.
What is the role of the legal representative?
The legal representative is the individual authorised to bind the company in contracts and represent it before authorities. The legal representative's name is on the ERC; the position is held by an individual (resident or non-resident) and may be a foreigner.
Do I need a Vietnamese director?
No. The legal representative can be a foreigner. However, a Vietnamese-resident person is often required for certain filings, bank account opening, and tax registration. A local service-of-process address is also required.
What is the cost of foreign company setup?
Government fees are typically VND 3–10 million. Professional fees (legal, tax, secretarial) range from USD 5,000 to USD 25,000 depending on the sector and complexity.
Get Started

Ready to discuss foreign company setup?

Free 30-minute consultation. We'll review your situation and outline a fixed-fee engagement.

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