When a wholly foreign-owned company plans to operate in Vietnam, two key legal frameworks apply — the Law on Investment and the Law on Enterprises. These laws define how a foreign investor can enter the market, the conditions of investment, and the structure of its business operations.

The first consideration is the nationality of the investor. Vietnam’s commitments under international agreements — such as CPTPP, EVFTA, or RCEP — may provide different rights, incentives, or restrictions depending on where the investor comes from. Identifying the investor’s nationality helps determine whether the proposed business sector is open, restricted, or subject to specific conditions.

Next, the intended business lines must be reviewed. Some industries — like real estate, education, or logistics — are conditional for foreign investors. These sectors may require additional qualifications, minimum capital, or professional licenses. Understanding these conditions early helps the investor design the right business model from the start.

In terms of procedure, foreign investors usually go through two stages: obtaining an Investment Registration Certificate (IRC), and then an Enterprise Registration Certificate (ERC). The IRC approves the project, while the ERC legally establishes the company in Vietnam. These steps are closely linked and must be carried out in sequence.

Certain sectors also require specialized licenses after incorporation — for example, e-commerce, logistics, or distribution of conditional goods. Preparing these applications in a synchronized way saves time and ensures full legal compliance.

Doing business in Vietnam as a foreign investor is not only about administrative steps — it’s a strategic legal process. A clear understanding of Vietnam’s laws and international commitments allows investors to enter the market confidently and sustainably.

Hnlaw recommends starting with a review of the investor’s nationality, business sector, and ownership structure, followed by a coordinated plan for investment and enterprise registration. Proper legal preparation from the beginning ensures smooth licensing, full compliance, and long-term stability in the Vietnamese market.