Legal Services for Foreign Investors in Vietnam | Establish & Grow Your Business Sustainably – Asia Legal Group

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Vietnam requires a variety of legal documents for different procedures (visa – IRC – ERC – license – M&A). The following content aims to help readers understand the practical steps, prepare the necessary paperwork, and avoid mistakes.

1. Investor Visa (DT1–DT4) – What Documents to Prepare & How to Submit

Required Documents

  1. Passport (valid for at least 6 months)
  2. Company documents showing investment:
  • IRC (Investment Registration Certificate)
  • ERC (Enterprise Registration Certificate)

3. Proof of capital contribution (bank statement or confirmation)

4. Visa application forms (NA5/NA6)

5. Temporary residence declaration (if applying inside Vietnam)

Where to Submit

  • Vietnam Immigration Department (Ho Chi Minh / Hanoi / Da Nang)
  • Or Vietnamese Embassy (if applying abroad)

Step-by-Step

  1. Verify investment capital status
  2. Prepare documents in English + Vietnamese
  3. Submit online or directly at Immigration
  4. Receive approval letter
  5. Get visa sticker or TRC card issued

Most Common Mistakes

  • Capital not contributed → visa automatically rejected
  • Company documents inconsistent between IRC & ERC
  • Incorrect sponsor company information

2. Setting Up a Foreign-Owned Company (IRC + ERC)

2.1. Preparing Documents for the Investment Registration Certificate (IRC)

Documents from the Investor

  • Passport
  • Bank statement (≤ 3 months) showing sufficient investment funds
  • Business plan (industry, scale, investment amount)
  • Office lease contract + landlord documents

Documents from the Company (prepared by Asia Legal Group or lawyer)

  • Application for IRC
  • Investment proposal
  • Charter draft
  • Documents proving location meets business regulations

Where to Submit

Department of Planning and Investment (DPI) of the province/city

Online submission via National Investment Information System (F5–F6 steps)

Timeline

Pre-check industry conditions: 1 day

IRC approval: 12–18 business days

Typical Issues

Business location fails fire-safety/office regulations

Business line restricted to foreign investors

Investor fails to prove financial capacity

legal-services-for-foreign-investors-in-vietnam

2.2. Documents for ERC – Enterprise Registration Certificate

Required Documents

Application for ERC

Company Charter

List of members/shareholders

Legal representative appointment

Office lease documents (again, if required)

Where to Submit

DPI – Business Registration Office

Timeline

3-5 days

3. Changing Capital, Address, Business Lines (Amending IRC & ERC)

Required Documents

Updated Charter

Minutes of meeting (members/owners/shareholders)

Resolution on capital change or address change

Proof of paid-up capital (bank confirmation)

New office lease contract (for address change)

Sector-specific documents for conditional industries

Where to Submit

DPI (Investment Division for IRC; Business Registration Division for ERC)

Important Notes

IRC must be amended before ERC

Address change across districts requires tax office clearance

4. Business Licenses for Conditional Sectors

(Retail, logistics, e-commerce, education, etc.)

Required Documents

Explanation report on business plan

Financial statements

Proof of experience or qualifications (education sector)

Cybersecurity compliance (e-commerce)

Retail market impact assessment (retail stores)

Where to Submit

Department of Industry & Trade (DOIT)

Ministry-level authorities if required

Frequent Problems

Financial statements not accepted

Missing location compliance

Business scope overlaps restricted sectors

5. M&A, Capital Contribution, Share Purchase

Documents Needed

Passport of foreign investor

Company charter

List of current shareholders

Investment approval application (if required)

Share transfer agreements

Updated charter after transaction

Where to Submit

DPI – Investment Division

DPI – Business Registration Division

(both required for most FDI changes)

Critical Notes

Some sectors require prior approval

Anti–money laundering checks may delay bank transfers

6. Branch or Representative Office Setup

Documents Needed

Parent company license (notarized & legalized)

Appointment of Chief Representative

RO charter

Office lease + building legal documents

Where to Submit

Department of Industry & Trade (DOIT)

7. Legal Compliance & Investor Risk Monitoring

Includes

Monthly reports

Labor contracts & HR compliance

Tax declaration and periodic filings

Corporate governance documentation

Required Tools/Documents

Digital signature

E-tax login

Social insurance registration

Document archive & digital record system

8. Document Management & Digitalization – What Investors Must Prepare

Documents to Maintain Long-Term

IRC, ERC, business licenses

All resolutions & meeting minutes

Capital contribution records

Labor files

Tax filings

Contract archive

Digitalization Process

Scan and index documents by category

Create digital folders

Implement cloud-based archive

Apply retention policy (5–10 years)

🔥 Summary for Readers (Clear, Practical, Actionable)

Foreign investors need to prepare:

✔ Personal documents

Passport, notarized documents, financial proof

✔ Company documents

IRC, ERC, lease, charter, licenses

✔ Submission points

DPI, DOIT, Immigration, Ministry-level agencies

✔ Be aware of common mistakes

  • Missing financial capacity proof
  • Inconsistent document details
  • Location not meeting regulations
  • Delayed capital contribution

Source: Asia Legal Group

Phone:: 028 6674 3333 -0945 009002 ( P.TGĐ)

Website: https://dinhgiaav.com/

Address: 6-8 Phan Huy Thực, phường Tân Kiểng, Quận 7, TP.HCM

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