Foreign Investment Approval Process Vietnam is an important consideration for foreign investors planning to establish a company, develop an investment project, or expand business operations in Vietnam. Depending on the project, investors may need to complete market access procedures, investment policy approval, and Investment Registration Certificate (IRC) procedures before starting operations. Vietnam’s investment framework has been updated for 2026. The new Law on Investment No. 143/2025/QH15 took effect on March 1, 2026, while Decree 96/2026/ND-CP provides detailed guidance for implementing the Law on Investment. Therefore, foreign investors should determine the correct approval process before preparing their investment application.

I. Overview of Foreign Investment Approval Process Vietnam

1.1 What Is the Foreign Investment Approval Process?

The Foreign Investment Approval Process Vietnam refers to the legal procedures that foreign investors may need to complete before implementing an investment project in Vietnam.

For many foreign investment projects, the process can involve:

• Checking foreign investor market access.
• Selecting the investment structure.
• Checking whether investment policy approval is required.
• Preparing the investment application.
• Applying for an Investment Registration Certificate.
• Establishing the Vietnamese company.
• Completing post-licensing procedures.

Under the 2026 Investment Law, investment projects of foreign investors are generally subject to procedures for obtaining an Investment Registration Certificate.

However, the exact process depends on the type, location, scale, and activities of the proposed investment project.

1.2 Why the Approval Process Matters

Foreign investors should not start the investment process by simply preparing company registration documents. First, they need to understand whether the proposed business activity is open to foreign investors and whether additional conditions apply. Moreover, some projects may require investment policy approval before the IRC is issued. Therefore, determining the correct procedure at the beginning can help investors avoid unnecessary delays and additional costs.

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II. Step 1: Check Foreign Investor Market Access

2.1 Review the Proposed Business Activities

The first step is to identify the exact business activities that the foreign investor plans to conduct.

For example, the investor may want to operate in:

• Manufacturing
• Trading
• Consulting
• Technology
• Logistics
• Education
• Tourism
• Real estate
• Professional services

Each sector can have different requirements.

Therefore, investors should review the applicable market access conditions before submitting an investment application.

2.2 Check Foreign Ownership Restrictions

Certain business activities may have restrictions for foreign investors.

These restrictions can relate to:

• Foreign ownership ratios.
• Investment forms.
• Business licenses.
• Professional requirements.
• Other sector-specific conditions.

Under the current Investment Law, market access conditions for foreign investors are conditions that foreign investors must satisfy when investing in business lines subject to restricted market access.

As a result, a market access assessment should be completed before choosing the investment structure.

III. Step 2: Determine Whether Investment Policy Approval Is Required

3.1 Projects Subject to Investment Policy Approval

Not every foreign investment project follows the same approval process. Some projects may be subject to investment policy approval because of their characteristics, location, scale, or other factors. Therefore, investors should determine whether their project falls into a category requiring investment policy approval before proceeding with the IRC application. The 2026 Investment Law provides specific procedures for projects subject to investment policy approval and investor selection.

3.2 Investor Selection

In certain projects, investor selection may be required.

The current framework provides for investor selection through methods such as:

• Auction of land use rights.
• Bidding to select an investor.
• Investor approval in applicable cases.

Therefore, a project involving land or other special conditions may require additional procedures before the investment registration stage.

IV. Step 3: Prepare the Investment Application

4.1 Main Application Documents

Once the appropriate procedure has been identified, the investor can prepare the application.

Depending on the project, documents may include:

• Investment project proposal.
• Investor identification documents.
• Documents proving investor legal status.
• Documents proving financial capacity.
• Information about the investment location.
• Explanation of the investment project.
• Other project-specific supporting documents.

The exact dossier depends on the investment structure and applicable procedure.

Therefore, investors should prepare documents based on the actual project rather than relying on a general checklist.

4.2 Financial Capacity

Financial capacity is an important part of many foreign investment applications.

The investor may need to demonstrate that it has sufficient resources to implement the proposed project.

Supporting documents can include:

• Financial statements.
• Bank documents.
• Parent company financial information.
• Investment commitments.
• Other evidence of financial capacity.

Moreover, the amount and type of supporting evidence may depend on the project and the proposed investment capital.

As a result, investors should prepare financial documents carefully before submitting the application.

V. Step 4: Apply for the Investment Registration Certificate

5.1 What Is the IRC?

The Investment Registration Certificate is an important document for applicable investment projects.

Under the 2026 Investment Law, an IRC is a physical or electronic document containing information about a registered investment project.

The certificate can contain information such as:

• Investor information.
• Investment project name.
• Investment objectives.
• Investment capital.
• Project location.
• Project implementation schedule.

Therefore, investors should carefully review all information before and after the certificate is issued.

5.2 Where Is the Application Submitted?

The competent investment registration authority depends on the project location and characteristics.

Under the current framework, management boards of industrial parks, export processing zones, high-tech zones, and economic zones can handle IRC procedures for projects within their respective areas, subject to the exceptions provided by law.

For projects outside these areas, provincial-level Departments of Finance have the relevant authority. Certain projects involving multiple provincial-level administrative units or different types of locations follow separate rules.

Therefore, investors should identify the correct authority before submitting their application.

VI. Step 5: Receive Approval and Establish the Company

6.1 Processing the Investment Application

After receiving the application, the competent authority reviews the dossier according to the applicable procedure.

For certain investment projects that require an IRC but do not require investment policy approval, Decree 96/2026/ND-CP provides specific procedures for submitting and processing the application.

The processing time can depend on the type of project and procedure.

Therefore, investors should distinguish between the statutory processing period and the actual time needed to prepare or supplement documents.

6.2 Enterprise Registration

After completing the investment registration stage where applicable, the investor may proceed with enterprise registration.

The company can then complete additional procedures relating to:

• Company seal.
• Tax registration.
• Bank account.
• Accounting system.
• Electronic invoices.
• Labor registration.
• Social insurance.
• Other business licenses.

As a result, the company can move from the investment approval stage toward actual business operations.

VII. Special Investment Procedures

7.1 Projects Eligible for Special Procedures

The 2026 Investment Law also provides a special investment procedure for certain projects in areas such as industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, free trade zones, international financial centers, and certain functional zones within economic zones, subject to applicable conditions.

Therefore, some qualifying investors may have an alternative registration mechanism.

7.2 Why Special Procedures Matter

Special investment procedures can simplify certain aspects of investment registration.

However, investors still need to satisfy the relevant conditions and provide the required technical and project documents.

Therefore, businesses should determine whether their project qualifies before selecting this route.

VIII. Common Challenges in Foreign Investment Approval

8.1 Incorrect Business Activities

One common problem is selecting business activities that do not accurately describe the investor’s intended operations.

Therefore, investors should define their activities carefully from the beginning.

8.2 Incomplete Financial Documents

Financial capacity documents can also cause delays when they are incomplete or inconsistent.

For example, information about the investor, investment capital, and financial resources should be consistent across the application.

Moreover, foreign documents may require appropriate translation or legalization depending on the circumstances.

8.3 Choosing the Wrong Investment Structure

Foreign investors can enter Vietnam through different structures.

For example, they may establish a new company or acquire shares or capital contributions in an existing Vietnamese company.

Therefore, investors should compare the available structures before submitting an application.

The 2026 Investment Law distinguishes investment projects requiring IRC procedures from certain capital contribution and share purchase transactions that do not require an IRC procedure.

IX. Professional Support for Foreign Investment Approval Process Vietnam

9.1 Investment Consulting

Professional investment advisors can help foreign investors:

• Review market access.
• Determine investment structure.
• Check licensing requirements.
• Prepare investment documents.
• Submit applications.
• Communicate with authorities.
• Monitor application progress.

Therefore, professional support can make the investment process easier for investors who are unfamiliar with Vietnamese regulations.

9.2 Post-Approval Compliance

Receiving the IRC is not the final step.

Foreign-invested companies may still need to comply with accounting, tax, labor, investment reporting, and corporate requirements.

Moreover, changes to investment capital, objectives, location, or project schedule may require additional procedures.

As a result, investors should consider compliance throughout the entire life of the investment project.

X. Frequently Asked Questions

10.1 How long does the foreign investment approval process take in Vietnam?

The timeline depends on the investment structure and whether the project requires investment policy approval. For certain IRC applications that do not require investment policy approval, Decree 96/2026/ND-CP sets out specific processing procedures and timelines.

10.2 Do all foreign investors need an Investment Registration Certificate?

Under the 2026 Investment Law, investment projects of foreign investors are among the projects subject to IRC procedures. However, the law also distinguishes certain forms of investment, such as capital contribution or share purchases, from investment projects requiring an IRC.

10.3 Can a foreign investor establish a 100% foreign-owned company?

In many sectors, foreign investors can establish wholly foreign-owned companies. However, this depends on the applicable market access conditions and sector-specific regulations.

10.4 Does every foreign investment project require investment policy approval?

No. The requirement depends on the characteristics of the investment project. Therefore, investors should check the project against the current investment regulations before starting the application.

10.5 What happens after receiving the IRC?

The investor may need to complete enterprise registration and other procedures before commencing operations. Depending on the business, additional licenses, tax, accounting, labor, and sector-specific requirements may also apply.

XI. Conclusion

Foreign Investment Approval Process Vietnam involves several stages, and the exact procedure depends on the investor, business activities, investment structure, project location, and project characteristics. The first step is to review foreign investor market access. Next, investors should determine whether investment policy approval is required. After that, they can prepare the appropriate dossier and apply for the Investment Registration Certificate where required. Vietnam’s investment framework has been updated for 2026 through Law No. 143/2025/QH15 and Decree 96/2026/ND-CP. Therefore, investors should use the current regulations when planning a new FDI project. With proper preparation and professional support, foreign investors can reduce documentation errors, choose a suitable investment structure, and complete the approval process more efficiently.

MVA VIETNAM ACCOUNTING AND AUDITING COMPANY LIMITED