VIETNAM INVESTMENT PROMOTION PORTAL

Procedures for Company Set-up

In order to legally carry out business activities in Vietnam, foreign investors must register their investment with the appropriate licensing authorities. Under the new Law on Investment and Law on Enterprises, foreign investors now go through two steps:

i. Obtaining Investment Registration Certificate (IRC), and

ii. Obtaining Enterprise Registration Certificate (ERC).

Procedures for New Company Set-up

STEP 1 STEP 2 STEP 3
Location Selection IRC Application ERC Application Public Notification
Depend 15 days 3 days 5 - 7 days
 
(*) The timeline for setting-up projects prioritized by national or provincial Government shall be shortened.
(**) Please not that IRC is required only for investments by foreign investors or deemed-to-be foreign investors (i.e companies with more than 51% of charter capital held by foreign ownership).
 

Procedures for Branch, Representative Office Set-up

STEP 1 STEP 2 STEP 3 STEP 4
Location Selection RO/Branch License Application Seal/Tax ID Registration Public Notification
Depend 7 days 5 - 7 days 5 - 7 days
 

Relevant Licensing Authorities

CERTIFICATE IRC ERC
Projects located inside industrial zones, export processing zones, high-tech zones and economic zones Provinccial Management Board of Industrial / Economic Zones Provincial Department of Planning and Investment
Projects located outside industrial zones, export processing zones, high-tech zones and economic zones Provincial Department of Planning and Investment
 

Liquidation and Closing Business

The termination, liquidation, or dissolution, of an enterprise shall be occur in the following circumstances:

  • ​The operation period in the company's charter expires without a decision on extension.
  • The dissolution is decided by owners/ genreral partners/ board of members/ shareholders
  • Failure to maintain minimum required number of members for 6 consecutive months without business conversion.
  • Business Registration Certificate is revoked.

The company shall be dissolved only when all debts and liabilities are settled and the company is not involved in any dispute at a court or arbitration body. The liquidation procedures generally take 6 - 12 months, which normally involve a final tax audit as part of the process.

STEP 1 STEP 2 STEP 3
Notification of
dissolution decision
Tax finalization / Tax audit
and Tax code cancellation
Submit dissolution dossiers
and Return IRC / ERC
Business Registration Authority
Tax Authority
National Business Registration Portal
Employees
 Tax Authority Business Registration Authority
7 days from approval date 2 - 3 months 5 days from debt clearance date