This guide is for Spanish executives and entrepreneurs who want to set up their own company in Vietnam with foreign capital and need to understand the process before speaking to lawyers or the authorities. By the end you will know which certificates you need, the order in which you can apply for them from 2026, which documents to prepare in Spain and what deadlines the law sets.
What has changed in 2026
For years, setting up a foreign-invested company in Vietnam followed a fixed order: first the investment project and the investment registration certificate (IRC), and only then the company itself and its enterprise registration certificate (ERC). In 2026 that model changes in three ways worth knowing about.
A new Law on Investment. Law No. 143/2025/QH15, passed on 11 December 2025, came into force on 1 March 2026 and replaces the 2020 law. The provisions on conditional sectors apply from 1 July 2026. According to analyses by Vietnam Briefing and Rödl & Partner, the most significant change for a foreign investor is that you can now incorporate the company (ERC) before obtaining the IRC.
A new implementing decree. Decree 96/2026/NĐ-CP of 31 March 2026 sets the IRC deadlines and establishes that, if you incorporate the company first, you have 12 months from incorporation to complete the IRC procedure.
Apostille between Spain and Vietnam. Vietnam acceded to the Hague Apostille Convention on 31 December 2025, and the convention entered into force for Vietnam on 11 September 2026, according to the official status table of the Hague Conference. Spain is not among the countries that objected to the accession, so Spanish public documents can be apostilled instead of going through consular legalisation.
These rules are recent and administrative practice is still settling, province by province. Treat this as a general framework and confirm the details of your own case before filing anything.
Before you start: three early decisions
Which business activities you will register
The whole process revolves around the activities (economic activity codes) you declare. Some are open to foreign capital without limits; others carry market access conditions, such as a maximum foreign ownership percentage or a specific form of investment. Analyses of the new law agree that these conditions still apply when the company is incorporated, even if you choose the "company first" route.
If your activity is conditional (certain regulated services, for example), you will also need to meet sector-specific requirements. This is where much of the real timetable is decided.
Which legal form to choose
For a 100% foreign-owned company, the usual options are the limited liability company (TNHH), with a single member or several, and the joint-stock company (công ty cổ phần). A single-member limited liability company is the most common structure when a Spanish parent company invests on its own; a joint-stock company makes sense if you expect several shareholders or incoming investors.
If you are not yet sure whether you need a company at all, or whether a representative office or a branch would be enough, settle that first: each option has its own procedure and its own limitations.
How much capital to declare and where to be based
You will have to contribute the charter capital you declare within the deadline (see below) and, in the IRC application, demonstrate your financial capacity, usually with bank certificates or audited accounts of the investing company. Under Decree 96/2026, the IRC application must also prove the right to use the premises or land where the project will be carried out, for example with a lease agreement, and show that it fits the land-use plan. That is why the office address is no minor detail.
The two routes: IRC first or company first
Under the 2025 law you have two options. The choice mainly depends on whether you need to act in Vietnam as soon as possible (renting an office, hiring, booking set-up costs) or would rather have the project approved before incorporating anything.
| IRC first (traditional route) | Company first (new route, from 2026) | |
|---|---|---|
| Order | IRC → ERC | ERC → IRC |
| Legal basis | Law 143/2025 and Decree 96/2026 | Law 143/2025 (art. 19) and Decree 96/2026 (art. 72) |
| Deadline for the IRC | Before incorporating the company | Up to 12 months from incorporation |
| Market access conditions | Reviewed with the IRC | Already required when incorporating the company |
| Main advantage | Project approved before you invest in a structure | Legal personality from day one to sign contracts and record set-up costs |
| Main risk | It takes longer before you can operate | If the IRC is refused, you will have to unwind what you have done |
Under the company-first route, Decree 96/2026 states that the investment project's activities are only added to the enterprise registration after the IRC has been obtained. In other words, holding the ERC does not allow you to carry out the project: it allows you to prepare for it.
Step by step: setting up a company in Vietnam
The order below follows the traditional route. If you choose the company-first route, steps 3 and 4 are reversed.
- Define the project. Activities, capital, location, planned headcount and capital contribution schedule. Check the market access conditions for each activity.
- Prepare the documents in Spain. The passport of the individual investor or the investing company's documents (deed of incorporation, Companies Register certificate), powers of attorney, proof of financial capacity and the lease or reservation of the premises. Have them apostilled and translated into Vietnamese; the translation usually has to be certified.
- Apply for the IRC. The application is filed with the provincial investment registration authority or, if you are setting up in an industrial park or economic zone, with its management board. For projects that do not require approval of the investment policy, Decree 96/2026 sets 10 working days from receipt of a complete and valid application.
- Incorporate the company (ERC). The provincial business registration office, which reports to the Department of Finance (Sở Tài chính), must decide within 3 working days of receiving the application, under Decree 168/2025/NĐ-CP. In the application you will have to identify the beneficial owners: the decree treats as such, among others, individuals holding 25% or more of the capital.
- Open the direct investment capital account. This is a dedicated account at an authorised bank through which the capital contribution and investment-related transactions must flow.
- Contribute the capital. The 2020 Law on Enterprises requires the committed capital to be paid in within 90 days of the ERC date.
- Complete the follow-up formalities. Tax and e-invoicing registration, accounting, employee registration and, if your activity is conditional, sector licences.
Official deadlines versus real timelines
The statutory deadlines only start running once the application is considered complete and valid. The time you spend gathering, apostilling, translating and correcting documents does not count. Some law firms estimate that in practice the IRC normally takes between 20 and 45 days in standard or conditional sectors, and longer for complex projects. Treat this as a rough guide: it depends heavily on the province, the sector and the quality of the application.
| Procedure | Statutory deadline (2026) | Source |
|---|---|---|
| IRC (project not requiring investment policy approval) | 10 working days | Decree 96/2026 |
| IRC under the special procedure in industrial parks and high-tech zones | 15 working days | Decree 96/2026 |
| ERC | 3 working days | Decree 168/2025 |
| IRC after incorporating the company first | Up to 12 months from incorporation | Decree 96/2026 |
| Charter capital contribution | 90 days from the ERC | Law on Enterprises 2020 |
Documents you will usually be asked for
The exact list varies by province, legal form and sector, but it normally includes:
- Application and project proposal (on the traditional route): activities, capital, location, timetable and staffing needs.
- Investor identification: a valid passport if you invest as an individual; if a Spanish company invests, its incorporation and registration documents. Decree 168/2025 provides for the passport for foreigners without a Vietnamese identification number.
- Financial capacity: a bank balance certificate or audited financial statements of the investing company.
- Premises: a lease agreement or other document proving the right of use.
- Articles of association of the new company and details of the legal representative.
- Powers of attorney if a third party files the application.
- Beneficial ownership information (ultimate beneficial owners).
Documents issued in Spain must be apostilled from 11 September 2026 and translated into Vietnamese. Check the dates: a certificate issued months ago may not be accepted.
After registration: the capital account and day-to-day operations
Direct investment capital account
The State Bank of Vietnam has issued Circular 38/2026/TT-NHNN, in force since 18 August 2026, which replaces the former Circular 06/2019 on foreign exchange control for foreign investment. According to summaries by Expertis and GV Lawyers, the practical points are:
- The direct investment capital account is opened at a single authorised bank. If you contribute capital in several currencies, you open one account per currency, but at the same bank.
- If you incorporate the company before the IRC, you can open the capital account before you have the IRC. It can only be used to receive the capital and its interest, pay legitimate set-up costs and return the capital if the IRC is refused.
Paying in capital from another account or through an unauthorised channel makes profit repatriation and audits harder later on. Open the account with the bank before transferring anything.
Capital contribution
The 90-day period from the ERC does not include the time needed to transport or import assets contributed in kind, nor the formalities for transferring their ownership. If you do not pay in the full capital on time, you must register a reduction to the amount actually contributed within the following 30 days.
Taxes and initial obligations
Since 1 January 2026 the business licence fee (lệ phí môn bài) is no longer payable, having been abolished by Resolution 198/2025/QH15. All other obligations apply from the outset: e-invoicing, VAT and corporate income tax returns, bookkeeping under Vietnamese accounting rules and social insurance for employees. Taxation deserves a guide of its own; for now, it is enough to know that it pays to have a local accountant from the very first month.
Common mistakes
- Declaring too many or too few activities. Adding conditional activities "just in case" drags the process out; leaving out one you need forces you to amend the registration.
- Signing the lease too late. Without a lease that fits the land-use plan, the IRC application will not move forward.
- Mistaking the new route for a shortcut. Incorporating the company first does not exempt you from market access conditions or from the IRC.
- Unrealistic capital. It has to be consistent with the project and with the financial capacity you demonstrate, and you will have to pay in the amount you declare within 90 days.
- Moving money outside the capital account. This causes problems when repatriating profits or selling your stake.
If you would like a broader view of how to prepare your entry beyond registration, our Vietnam market entry page explains how we approach that phase.
Frequently asked questions
Can I set up a company in Vietnam without a Vietnamese partner?
Yes, a 100% foreign-owned company is permitted for many activities. For others there are foreign ownership limits or other market access conditions. Check activity by activity before deciding on the structure.
How long does it take in total?
Adding up the statutory deadlines for the IRC (10 working days) and the ERC (3 working days), the theoretical minimum is a few weeks. In practice you need to add the time to prepare, apostille and translate documents in Spain, plus any requests to correct the application. It is usual to plan with a margin of several months, especially in conditional sectors.
Do I need to travel to Vietnam to incorporate the company?
Not always. A representative holding a sufficient power of attorney can file the applications. You will, however, have to appoint a legal representative and, as a rule, handle the opening of the bank account in person or through a power of attorney.
Do I have to legalise documents at the consulate?
From 11 September 2026, an apostille is enough for Spanish public documents, because Spain did not object to Vietnam's accession to the convention. Some European countries did object and still require consular legalisation. A Vietnamese translation is still required.
How Agilean can help
At Agilean we support Spanish and European companies entering Vietnam from our base in Ho Chi Minh City: defining the project, coordinating with local law firms and advisers, preparing documents and following the procedures through until the company is up and running. Our team works in Spanish and knows how these procedures are applied in practice. You can see how we work on our Vietnam market entry page.