Vietnam's Investment-Law Framework in 2026: What It Means Before You Enter

Two laws that work together

The Law on Investment 2020 (No. 61/2020/QH14) and the Law on Enterprises 2020 (No. 59/2020/QH14) both took effect on 1 January 2021, and together with Decree 31/2021/ND-CP they form the backbone of how a business is established and run in Vietnam. It helps to see them as answering two different questions. The Law on Investment answers "may this investment happen, and on what conditions?" The Law on Enterprises answers "once it may, what legal form does the company take and how is it governed?" A foreign investor almost always deals with both, and generally in that order.

In practice this produces a two-certificate sequence. A foreign-invested project generally obtains an Investment Registration Certificate (IRC) first, from the provincial investment authority, which registers the project itself. The company then obtains an Enterprise Registration Certificate (ERC), which brings the legal entity into existence. From start to finish the process typically runs about one and a half to three months, depending on the sector and how complete the file is.

The negative list, and why it comes first

Generally the first thing to check, before much else, is the market-access negative list carried in Decree 31/2021. Vietnam's approach, shaped by its WTO commitments, is that market access is treated as open unless a sector appears on that list. The list has two parts.

• Sectors not yet open to foreign investment, a short list where foreign capital is not admitted.
• Sectors open with conditions, a longer list where foreign investors are allowed in but must meet requirements.

Those conditions vary by sector and can include a cap on foreign ownership, a requirement to operate through a joint venture with a Vietnamese partner, or an additional licence beyond the IRC and ERC. Most sectors are not on the list and are, in principle, treated the same as a domestic investment, and many ordinary lines of business across manufacturing, trading and services allow up to 100 percent foreign ownership. Checking your specific business line against the list at the outset can save months, because it shapes whether you can proceed alone, need a partner, or should reconsider the structure entirely.

Choosing a form and contributing capital

The Law on Enterprises offers three main vehicles: the single-member limited liability company, the multi-member LLC, and the joint-stock company (JSC). The LLC is generally simpler to govern and suits many small and medium projects; the JSC allows shares, more shareholders and, often, easier future fundraising, and is a common choice for larger ventures. Decision rights, meaning what the Members' Council or the General Meeting of Shareholders may decide, and which matters need a higher voting threshold, are set out largely in the company charter, which is worth drafting with care rather than adopting from a template.

Capital has its own rules. As a general rule, charter capital must be contributed within 90 days of the ERC being issued. Foreign direct investment typically flows through a Direct Investment Capital Account (DICA) opened at a licensed bank in Vietnam; indirect, portfolio-style investment uses an Indirect Investment Capital Account (IICA). Once tax obligations are met, profits and legitimate capital may generally be remitted abroad through the appropriate account.

Two more things worth deciding early

Two matters are usually cheaper to settle in the contract than in a dispute.

• Dispute resolution. Parties may generally choose the Vietnamese courts or commercial arbitration. The Vietnam International Arbitration Centre (VIAC) is the main institution, but an arbitration clause only works if it is written into the contract in advance.
• Local authority and reform. The provincial licensing landscape has been consolidating; the Department of Finance has taken over the functions of the former Department of Planning and Investment, and in the merged Đà Nẵng–Quảng Nam administrative unit that single authority now handles licensing, alongside investment incentives tied to the Free Trade Zone and high-tech projects.

None of this is unusually difficult, but the order matters: confirm the sector is open and on what terms, then choose the entity and the charter, then plan the capital and the accounts. An investor who works through the framework in that sequence rarely meets a surprise.

This article is general information current as of 2026 and is not a substitute for licensed legal advice; laws and their implementing regulations change.