Since 1 March 2026 a foreign investor may register a Vietnamese company before holding an investment registration certificate. The order has changed; the number of certificates has not, and the new sequence carries dates that the old one did not.
What has changed
Vietnam has replaced its Law on Investment. Law No. 143/2025/QH15, passed by the National Assembly on 11 December 2025, took effect on 1 March 2026 and repealed the 2020 law, which fourteen further laws had amended between 2020 and 2025 (article 51). Two provisions wait: article 7 and Appendix IV, the list of conditional business lines, apply from 1 July 2026.
Under the 2020 law a foreign investor had to hold an investment project, and an investment registration certificate for it, before it could establish the company, save for innovative start-ups (article 22.1(c) of Law No. 61/2020/QH14). The project’s certificate came first, the company’s enterprise registration certificate second, and the first took the time.
Article 19.2 of the new law reverses that order. A foreign investor may establish the economic organisation that will carry out the project before applying for, or amending, the investment registration certificate, provided the market-access conditions of article 8 are met when the company is formed. Article 8 keeps the architecture: foreign investors are treated as domestic investors except in the sectors on a list the Government publishes, divided into sectors not yet open and sectors open on conditions such as an ownership cap or a Vietnamese partner. That list now sits in Appendix I of Decree No. 96/2026/NĐ-CP of 31 March 2026: 23 sectors not yet open, 62 open on conditions.
The certificate for the project has not gone. Article 26.1 keeps it for every project of a foreign investor and of any company in which foreign investors hold more than 50 per cent, directly or through such a company (article 20.1); a capital contribution or share purchase in an existing company needs none (article 26.2). What the law has changed is when the certificate is obtained, and what a company may do while it waits.
Five dates that now run from registration
Twelve months. Article 72.4 of Decree 96 gives a company established before its certificate twelve months from establishment to complete the procedure for the investment registration certificate of a project within its registered business lines. Until then it may not carry out the project, and it may add business lines to its registration only once the certificate is issued. The application for the company itself carries the investor’s written commitment that the market-access conditions are met (article 72.3).
Ninety days. The Law on Enterprises requires members and shareholders to pay the committed capital within 90 days of the enterprise registration certificate, excluding the time for shipping and importing contributed assets and transferring their title (articles 47.2, 75.2, and 113.1). The clock has always run from the company’s certificate; that certificate may now precede the project’s by up to a year. Article 72.5 of the decree removes one pressure: the charter capital of the company need not equal the investment capital of the project.
Ten working days. For a project that does not need investment policy approval, the registrar issues the certificate within 10 working days of a complete file (Decree 96, article 39.3), against 15 days under Decree No. 31/2021/NĐ-CP (article 36.3). The conditions are a sector that is not prohibited, a documented site, consistency with planning, market access met, and any provincial thresholds of investment per hectare and of headcount. The registrar is the provincial Department of Finance for a project outside an industrial or economic zone, and the zone’s management board inside one (Law, article 27); the provinces number 34 (Resolution No. 202/2025/QH15 of 12 June 2025).
Three working days. The registrar examines the company file and issues the enterprise registration certificate within three working days (Law on Enterprises, article 26). Since 1 July 2025 that file includes the list of the company’s beneficial owners, if any (Law No. 76/2025/QH15): the individuals who directly or indirectly hold 25 per cent or more of the charter capital or of the voting shares, or who control the appointment of its board or legal representative, its charter, its management structure, or its reorganisation or dissolution (Decree No. 168/2025/NĐ-CP, article 17).
1 July 2026. From that date article 7 of the new law and its Appendix IV govern the conditional business lines, 198 of them, and the Government publishes which conditions still require a licence before activity begins and which move to declared requirements checked by inspection afterwards (article 7.1). A sector check therefore has two layers: market access under Decree 96, and business conditions under Appendix IV.
Investment policy approval survives for 20 categories of project (article 24). For a foreign investor the likeliest are telecommunications with network infrastructure, afforestation, publishing, and the press (article 24.7), which the Prime Minister approves, and land allocated or leased by the State without auction or tender (article 24.8), which the chairman of the provincial People’s Committee approves (article 25).
What to do, and when
Check the exact business lines against both lists before choosing the sequence: a line in Appendix I of Decree 96 does not open because the company already exists, and the commitment in the application is the investor’s.
Choose the sequence. Company first secures the name, a lessee for the premises, and an employer for the first hires, and starts the 90 days and the twelve months on the same day. Certificate first keeps the 2020 order, and the company implements the project from the day of its registration (Decree 96, article 72.2).
Set the charter capital at a figure the group will pay within 90 days, and map the beneficial owners before the file is lodged. Both are declarations to a registrar, and both are checked later against what happened (note 1).
The new law does not remove a certificate. It moves it, and attaches a date to the move.
In brief
From 1 March 2026 a foreign investor may register the company before the investment registration certificate; the certificate is then due within twelve months (Law, article 19.2; Decree 96, article 72.4).
The 90 days for paying capital run from the company’s registration, whichever certificate comes first (Law on Enterprises, articles 47, 75, and 113).
The sector check has two lists, market access under Decree 96 and conditional business lines under Appendix IV from 1 July 2026, and the beneficial owners are declared at registration.
Note 1 — why the certificate for the project keeps a date. In 2025 foreign investors registered USD 38.42 billion of capital in Vietnam and disbursed USD 27.62 billion, 9 per cent more than in 2024 and above every year of the 2021–2025 period (National Statistics Office, Ministry of Finance, press release of 5 January 2026). The gap between the two figures is what the State measures, and the certificate is how it measures it project by project: the twelve months and the 90 days are the points at which a registered figure is checked against a disbursed one. The reading of the two figures is the author’s.
Terminology. Investment registration certificate (Giấy chứng nhận đăng ký đầu tư); enterprise registration certificate (Giấy chứng nhận đăng ký doanh nghiệp).
Sources. Law on Investment No. 143/2025/QH15 of 11 December 2025, articles 7, 8, 19, 20, 24 to 27, 51, and 52, and Appendix IV, Official Gazette No. 42 of 22 January 2026. Law on Investment No. 61/2020/QH14, article 22. Decree No. 96/2026/NĐ-CP of 31 March 2026, articles 39 and 72 and Appendix I, Official Gazette No. 215 of 15 April 2026. Decree No. 31/2021/NĐ-CP of 26 March 2021, article 36. Law on Enterprises No. 59/2020/QH14 as amended by Law No. 76/2025/QH15 of 17 June 2025, articles 4.35, 26, 47, 75, and 113. Decree No. 168/2025/NĐ-CP of 30 June 2025 on enterprise registration, article 17. Resolution No. 202/2025/QH15 of 12 June 2025 on provincial administrative units. National Statistics Office, Ministry of Finance, press release of 5 January 2026.
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This article is general information, not legal advice; it reflects the law as at the date shown.
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