Vietnam continues to refine its foreign direct investment (FDI) framework. On 29 April 2026, the Ministry of Finance issued Official Letter No. 5427/BTC-DNTN providing detailed guidance on the establishment of economic organizations by foreign investors. This guidance operationalizes the new Investment Law No. 143/2025/QH15 and Decree No. 96/2026/NĐ-CP, addressing practical questions raised by local Departments of Finance in Ho Chi Minh City and Da Nang.
For inbound investors, advisory firms, and corporate counsel, this is required reading. Below, ISC Global summarizes the key takeaways from a foreign investor perspective.
1. The Regulatory Backdrop: Why This Matters Now
Vietnam’s National Assembly (15th tenure, 10th session) passed Investment Law No. 143/2025/QH15, fundamentally rewriting how foreign investors enter the Vietnamese market. Article 19, Clause 2 of the new Law allows foreign investors to establish an economic organization to implement an investment project before completing the procedure for issuance or adjustment of an Investment Registration Certificate (IRC) — provided they meet market access conditions stipulated in Article 8.
On 31 March 2026, the Government issued Decree No. 96/2026/NĐ-CP, with Article 72 detailing three core scenarios for foreign investors. Official Letter 5427/BTC-DNTN now clarifies how registration agencies should administer these scenarios in practice.
2. Two Pathways for Foreign Investors
Under the new framework, foreign investors have two distinct pathways for entering the Vietnamese market:
Pathway A: Establish the Entity First, Then Apply for the IRC
In this pathway, the foreign investor establishes a Vietnamese legal entity (LLC, JSC, cooperative, etc.) under corporate or cooperative law before the investment project receives an IRC. After establishment, the newly formed entity proceeds with investment procedures under Vietnamese investment law and relevant international commitments.
Practical advantage: Faster speed-to-market for hiring, leasing premises, opening bank accounts, and signing contracts. Particularly valuable when project timing is sensitive.
Pathway B: Obtain the IRC First, Then Establish the Entity
Here, the foreign investor first secures the IRC. The economic organization subsequently established becomes the project investor from the date of issuance of the Enterprise Registration Certificate (ERC) or equivalent legal document.
Practical advantage: Greater certainty regarding regulatory approval before incurring entity setup costs. Preferred for sensitive sectors with stringent market access conditions.
3. Documentary Requirements: A Comparative View
3.1. When IRC Is Obtained First
The enterprise registration dossier follows Articles 20, 21, and 22 of the Enterprise Law No. 59/2020/QH14 (as amended by clauses 7, 8, and 9 of Article 1 of Law No. 76/2025/QH15) and clauses 2, 3, 4 of Article 24 of Decree No. 168/2025/NĐ-CP dated 30 June 2025. The dossier:
Must include a copy of the Investment Registration Certificate
Uses templates in Appendix I of Circular No. 68/2025/TT-BTC dated 1 July 2025
For cooperatives and unions of cooperatives, the dossier follows clause 2 Article 42 of Cooperative Law No. 17/2023/QH15, with templates in Appendix II of Circular No. 43/2025/TT-BTC dated 17 June 2025.
3.2. When the Entity Is Established First
This is where the new framework substantially eases the process:
The dossier does NOT need to include a copy of the IRC (except in the case stipulated at point e, clause 2, Article 42 of the Cooperative Law)
Instead, the application for enterprise/cooperative registration must contain the foreign investor’s commitment regarding compliance with market access conditions, per clause 3 Article 72 of Decree No. 96/2026/NĐ-CP
This represents a meaningful liberalization, allowing foreign investors to establish a Vietnamese legal presence quickly while shifting compliance accountability to the investor.
4. A Critical Nuance Often Overlooked
⚠️ Investment Law No. 143/2025/QH15 and Decree No. 96/2026/NĐ-CP do not require the business registration agency to review the substantive content of the foreign investor’s market access commitment at the time of entity establishment. This is explicitly affirmed by Official Letter 5427/BTC-DNTN.
In practical terms, the registration agency verifies the formal validity of the dossier — not whether the investor’s commitment regarding market access conditions is substantively accurate. Substantive review occurs at later stages, particularly during the IRC issuance process or in subsequent inspections.
Strategic implication: Foreign investors must conduct rigorous self-assessment against Vietnam’s restricted sector list, WTO commitments, and applicable FTAs (CPTPP, EVFTA, RCEP, etc.) before submitting the commitment. Inaccurate self-declaration can trigger downstream consequences, including IRC denial or post-establishment enforcement.
5. The Self-Declaration Principle
Under clauses 1 and 3 of Article 4 of Decree No. 168/2025/NĐ-CP and Decree No. 92/2024/NĐ-CP, the founders or authorized representatives self-declare the registration dossier and bear legal responsibility for its legality, truthfulness, and accuracy. The business registration agency is responsible only for the validity of the dossier — not for legal violations by the enterprise, founders, or cooperatives.
This aligns Vietnam with modern administrative reform principles: empowering investors to act swiftly while attaching robust accountability.
6. Key Takeaways for Foreign Investors and Advisors
Vietnam’s FDI entry framework is now substantially more flexible — foreign investors can choose either pathway based on commercial priorities
The “establish first” pathway saves time but requires precise self-declaration of market access compliance
Registration agencies do NOT vet substantive market access commitments at registration — investors should not assume any procedural review provides cover
Robust pre-filing diligence on sector restrictions and treaty commitments is essential
Coordination among the Department of Finance, Industrial Park Management Boards, and the Foreign Investment Agency remains important throughout the lifecycle
7. How ISC Global Supports Foreign Investors
ISC Global is an international organization specialized in training, consulting, and global certification partnerships in sustainability and international standards. Through our Legal Advisory Services for Investors, we assist foreign-invested enterprises with:
Strategic structuring: choosing between Pathway A and Pathway B
Drafting market access commitments compliant with Decree 96/2026/NĐ-CP
Coordination with provincial Departments of Finance and Industrial Park Management Boards
Post-establishment compliance, ESG integration, and international certifications
Connect with ISC Global
ISC Global supports inbound investors throughout the lifecycle — from regulatory entry to international certification and ESG compliance. Our offices serve clients across major regions with efficiency and global standards expertise.
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