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Legal referenceLegal verification date 2026-09-18
Vietnamese vs. Chinese Shareholders Establishing a Business in Vietnam
A line-by-line comparison of establishment procedure, capital contribution, sectoral access and documentation for the two investor types. This edition separates statutory periods from indicative real-world timings, which the source mixed together.
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In .docx format, free and without sign-up. The Vietnamese version prevails within Vietnam; the Chinese and English versions are for comprehension.
Key compliance points
- The statutory period for an IRC is 15 days; in practice it runs to about 30–45 working days. Both figures are real — one is what the law says, the other what you actually wait. Consular legalisation and notarised translation precede filing and fall outside the 15 days.
- The registration authority has changed the Department of Planning and Investment merged into the Department of Finance, and registration is handled by its Business Registration and Corporate Finance Division.
- A foreign investor must contribute through a Direct Investment Capital Account (DICA). Under Circular 06/2019/TT-NHNN a DICA may be held in foreign currency or in Vietnamese dong — which sits uneasily with the widespread “foreign currency only” claim. Confirm the permitted currency with the account bank.
- Certain sectors are restricted for foreign investors — logistics, education, fintech, e-commerce, publishing and others — with possible limits on shareholding or a requirement to operate as a joint venture.
Legal basis
| Instrument | Substance | Effective |
|---|---|---|
| Luật Đầu tư 61/2020/QH14 — Điều 38 | IRC issued within 15 days (projects not requiring in-principle approval) | — |
| Luật Đầu tư 61/2020/QH14 — Điều 27 | Investment cooperation involving a foreign investor requires investment registration | — |
| Thông tư 06/2019/TT-NHNN | A DICA may be in foreign currency or VND; mandatory for FDI enterprises and foreign investors | 2019-09-06 |
Establish these before use
- 1Budget for consular legalisation and notarised translation separately — they sit outside the 15-day statutory period
- 2Confirm whether the intended sector is restricted for foreign investors
- 3Confirm the DICA contribution currency with the account bank
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Disclaimer
This document is general reference material and does not constitute legal advice. Rules vary with sector, locality and the specific arrangement; have a Vietnamese-qualified lawyer or tax practitioner review your circumstances before relying on it. Vietnamese law changed frequently across 2025–2026 — confirm the position remains current before use.