Foreign Investment in Vietnam 2025: Legal Structures and Requirements for Foreign-Invested Enterprises

Vietnam is quickly becoming one of the most attractive investment destinations in Asia. With a growing economy, competitive labor costs, and strong government support, more and more foreign investors are choosing Vietnam to expand their business. The good news is that Vietnam offers several legal pathways for foreign investors to enter the market, depending on your strategy and level of involvement.

Whether you’re planning to start a new company, buy into an existing business, or launch a specific investment project, it’s important to understand the legal options and requirements to make the process smooth and compliant.

Main Legal Structures for Foreign Investment in Vietnam (2025)

Under the Law on Investment 2020, foreign investors can choose from several flexible investment forms:

• Set up a new company
  Establish a new business entity with 1% to 100% foreign ownership, depending on the sector.

• Contribute capital or acquire shares
  Invest in an existing Vietnamese company by buying shares or capital contributions.

• Implement investment projects
  Focus on specific projects such as infrastructure, manufacturing, or services.

• Business Cooperation Contracts (BCC)
  Partner with a local company without creating a separate legal entity.

• New models under government policy
  Innovative structures aligned with 2025 trends, such as high-tech or digital economy investments.

  ✅ In practice, most foreign investors choose between two main options:

  • Contributing capital when setting up a new company, or

  • Buying shares in an existing Vietnamese enterprise.

Setting Up a New Foreign-Invested Company

In this option, you invest capital right from the company’s establishment stage. Your ownership can range from 1% to 100% of the charter capital, depending on the business line.

Investing by Purchasing Shares or Capital Contributions

Here, you invest in a Vietnamese company that’s already established. You can acquire between 1% and 100% of its capital, depending on the sector. Once the transaction and legal procedures are completed, the company officially becomes a foreign-invested enterprise.

Legal Requirements for Establishing a Foreign-Invested Enterprise

To invest legally in Vietnam, foreign investors must comply with both general company establishment rules and specific regulations for foreign investment. Below are the key conditions to keep in mind:

Market Access Conditions

Foreign-owned companies must comply with Vietnam’s market access regulations, meaning you can only invest in business lines that are open to foreign investors. You’ll also need to apply for an Investment Registration Certificate (IRC) before starting operations.

Rules for Share Purchases and Capital Contributions

Investments must follow market access rules, national security regulations, and land laws, especially if the business involves sensitive border or coastal areas.

Investor Eligibility and Nationality

Investors can be individuals (18+) or legal entities from WTO member states or countries with bilateral investment treaties with Vietnam. Some sectors require investors to be legal entities. Note that passports containing the “nine-dash line” are not accepted for investment in Vietnam.

Financial Capability

You must show that you have sufficient financial resources to carry out the project. Requirements vary depending on your industry and investment size.

Business Location

You’ll need a legal business address in Vietnam — for example, a lease agreement or proof of land use rights. Manufacturing projects require factory leases in industrial zones.

Experience and Industry-Specific Conditions

Certain sectors (like retail and wholesale) require foreign investors to prove relevant business experience to qualify for investment.

In Short

Vietnam gives foreign investors multiple ways to enter its fast-growing market. Whether you’re launching a new business or acquiring an existing one, understanding the legal structures and regulatory conditions will help you save time, avoid risks, and build a successful presence in Vietnam.

If you need expert support with company formation or investment procedures, MGI consulting is ready to guide you every step of the way.