Vietnam is widely regarded as a natural expansion market for Singaporean enterprises. The success of Singaporean investors largely derives from their ability to effectively leverage the following opportunities and structural similarities:
Southeast Asian gateway: Vietnam enjoys a strategic geographic location, enabling Singaporean investors to establish supply chains and production facilities serving regional and international markets.
Infrastructure links: Geographic proximity, together with well-developed maritime and air transport routes, helps reduce logistics costs and shorten freight transit times between Vietnam and Singapore.
Bilateral Cooperation: The presence of Vietnam–Singapore Industrial Parks (VSIP) provides a familiar, reliable and well-established ecosystem, enabling Singaporean investors to efficiently implement investment projects.
Competitive costs: Singaporean enterprises may relocate manufacturing, processing and labor-intensive activities to Vietnam to benefit from a young, abundant workforce with competitive labor costs.
Stable legal framework: Singaporean investors benefit from political stability and preferential tax policies, as well as investment-related administrative support provided by the Vietnamese Government.
Investment commitments: Vietnam is a party to multiple new-generation Free Trade Agreements (FTAs), including the CPTPP, EVFTA and RCEP, enabling products from Singapore-invested projects in Vietnam to access major markets under preferential tariff regimes.
The establishment of a foreign-invested enterprise in Vietnam involves two mandatory legal stages: (i) application for an Investment Registration Certificate (IRC) and (ii) registration for an Enterprise Registration Certificate (ERC). These procedures will be comprehensively guided by Lexsol as set out below.
An understanding of the applicable legal framework and procedures is essential to the effective implementation of foreign investment activities. Accordingly, Singapore investors are required to make adequate preparations to ensure compliance with Vietnamese law and the proper conduct of foreign investment procedures in Vietnam.
Step 1: Submission of application dossier by the investor
The investor shall submit an application dossier for the issuance of an Investment Registration Certificate as prescribed in Clause 1, Article 33 of the Law on Investment 2020 to the Department of Finance in the case of direct submission. The application dossier for approval of investment guidelines for an investment project proposed by the investor shall comprise the following documents:
An application form for execution of the investment project, including a commitment to incur all costs and risks if the project is not approved;
A document about the investor‘s legal status;
Document(s) proving the financial capacity of the investor including at least one of the following documents: the investor’s financial statements for the last two years; commitment of a parent company to provide financial support; commitment of a financial institution to provide financial support; guarantee for the investor’s financial capacity; other document proving the investor’s financial capacity.
Proposal for the investment project including the following main contents: investor or method of investor selection, investment objectives, investment scale, investment capital and plan for raising capital, location, duration and schedule of the investment project, information about the current use of land in the location of the project and proposed demand for land use (if any), demand for labor, proposal for investment incentives, impact and socio – economic efficiency of the project and preliminary assessment of environmental impact (if any) in accordance with regulations of law on environmental protection. If the law on construction requires formulation of a pre-feasibility study report, the investor is entitled to submit the pre-feasibility study report instead of a proposal for the investment project;
Contents of the explanation for the technology to be used in the investment project if the project requires appraisal and collection of opinions on the technology in accordance with the Law on Technology Transfer;
The business cooperation contract (BCC) if the investment project is executed under a business cooperation contract.
Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with regulations of law (if any).
There is a location for project execution which is determined according to the valid copy of the document regarding the land use right or valid copy of the location lease agreement or another document identifying the right to use the location for project execution;
The project conforms to the planning specified in Clause 7 Article 31 hereof;
The project satisfies the condition concerning the investment per m2 prescribed by the provincial People’s Committee according to the local conditions and approved by the Standing Committee of the provincial People's Council (if any), the number of workers employed (if any);
The market access conditions applied to a foreign investor are satisfied.
Number of dossiers: One (01) set – each document shall be submitted in one (01) original copy.
Where an investment project is implemented in two (02) or more provincial-level administrative units, the investor shall submit the application dossier to the Department of Finance of one province or centrally run city in which the investor implements the investment project, or where the executive office is established or proposed to be established, for the purpose of applying for the issuance of an Investment Registration Certificate for the investment project.
At present, direct submission of dossiers in Ho Chi Minh City is carried out at the Department of Finance of Ho Chi Minh City, located at No. 32 Le Thanh Ton Street, Sai Gon Ward, Ho Chi Minh City.
Fee: None.
In the case of online submission via the National Investment Information System (via: https://fdi.gov.vn/Pages/TrangChu.aspx), the investor shall register an account on the National Investment Information System; declare relevant information; upload the investors’ electronically signed documents; and complete the application dossier on the National Investment Information System in accordance with the notification of the Department of Finance.
Fee: None.
Step 2: Issuance of the Investment Registration Certificate by the Department of Finance
Processing time: The Department of Finance shall issue the Investment Registration Certificate within ten (10) days from the date of receipt of a valid application dossier, provided that the investment project fulfills the conditions prescribed in Clause 3, Article 36 of Decree No. 31/2021/NĐ-CP, as amended by point b, Clause 12, Article 1 of Decree No. 239/2025/NĐ-CP, effective as of September 3, 2025.
Step 1: Submission of application dossier by the investor
The investor shall submit an application dossier for the issuance of an Investment Registration Certificate, as prescribed in Clause 1, Article 33 of the Law on Investment 2020, to the Management Board of zones. The criteria and requirements for a valid application dossier shall be the same as those specified in Section 2.1 of this article. In the case of an investment project that has already been implemented, the investor shall submit the application dossier in accordance with the above provisions, in which the investment project proposal shall be replaced by a report on the implementation status of the investment project from the commencement of implementation to the date of application for the Investment Registration Certificate.
Number of dossiers: One (01) set – each document shall be submitted in one (01) original copy.
Fee: None.
In the case of online submission via the National Investment Information System (via: https://fdi.gov.vn/Pages/TrangChu.aspx), the investor shall register an account on the National Investment Information System; declare relevant information; upload the investors’ electronically signed documents; and complete the application dossier on the National Investment Information System in accordance with the notification of the Management Boards of zones.
Fee: None.
Step 2: The issuance of Investment Registration Certificate by the Management Board of zones
Processing time: The Investment Registration Certificate shall be issued concurrently with the approval of the investor.
Following the issuance of the Investment Registration Certificate (IRC), the investor shall proceed with the procedures for establishing an enterprise in Vietnam.
Competent authority: The Business Registration Office under the Department of Finance of the province or centrally run city where the company has its head office.
Processing time: Three (03) working days from the date of receipt of a complete and valid application dossier.
The application dossier comprises:
Application for enterprise registration (according to the form in Circular 68/2025/TT-BTC)
Draft Charter of the company.
List of founding members/shareholders (depending on the type of company).
A copy of the Investment Registration Certificate (IRC).
Copies of the legal identification documents of the legal representative.
After receiving the Enterprise Registration Certificate (ERC), the company needs to carry out the following procedures to officially go into operation:
Engraving: Seal engraving.
Initial tax registration: Submit the initial tax registration dossier at the tax authority directly managing it.
Registration of sub-licenses: Apply for conditional business licenses (food hygiene and safety licenses, fire prevention and fighting licenses, business licenses for retail activities, etc.).
Labor registration: Notify the employment of employees to the competent labor authority, apply for a work permit, and temporary residence card (TRC) for foreign workers.
Proper preparation of the application dossier and compliance with the above two-stage procedure shall contribute to reducing processing time and ensuring compliance with Vietnamese law.
Singapore investors should pay particular attention to the following matters:
Clearly determine whether the business lines are business lines subject to market access conditions for foreign investors and whether they belong to the business lines prohibited from investment or business activities;
Register for investment through legal channels, avoid any form of concealed or non-transparent capital contribution.
Investors should ensure to fully attach the required number of documents before submitting.
The information declared in the dossier shall be accurate according to your own documents.
Comply with regulations on capital contribution on time.
Be fully aware of regulations on taxation and the remittance of profits overseas.
Some common challenges include:
Differences in administrative processes and legal language
Extended application processing time when valid documents are lacking
Difficulties in identifying industries suitable for investment conditions
Regulations on sub-licenses vary by locality and industry
The transfer of capital and opening of investment accounts may give rise to additional procedures
These challenges may significantly prolong the establishment process in the absence of professional support.
To address the above challenges, Lexsol provides comprehensive legal support services, including:
Advising on investment strategies and appropriate legal and corporate structures;
Drafting investment dossiers and representing investors in working with competent authorities;
Assisting with applications for conditional business licenses and post-establishment procedures;
Providing tax advisory services, profit remittance planning, and long-term legal risk management;
Providing ongoing legal services for foreign-invested enterprises (FDIs).
With its in-depth knowledge of Vietnamese foreign investment law and practical experience in assisting numerous Singapore investors, Lexsol supports investors in ensuring that the enterprise establishment process is conducted efficiently and in compliance with Vietnamese law.
1. Can a Singaporean investor own 100% of the capital in a company in Vietnam?
Yes, for most non-restricted industries, Singaporean investors can own all of the capital.
2. How long does it take to carry out the procedures for granting an Investment Registration Certificate to a foreign investor in Vietnam?
Usually from 05 to 10 days if the dossier is complete and the industry does not require a special license.
3. Are there any special notes when providing dossiers for issuance of the 4th Degree Registration Certificate to foreign investors in Vietnam?
It is necessary to pay attention to meeting the conditions for foreign investors, pay attention to whether the industries and trades are prohibited from business investment or not, and it is necessary to pay attention to whether the investment project is subject to approval for investment guidelines or not.
4. How long does it take to set up a foreign company in Vietnam?
Usually from 30 to 45 working days if the dossier is complete and the industry does not require a special license.
5. Do I need a representative office in Vietnam before establishing a company?
It is not mandatory, but if the Investor wants to research the market before starting to invest, he can set up a Representative Office first, and then consider establishing a company.
6. Is it easy to transfer profits to Singapore?
It is allowed to transfer profits after fulfilling tax obligations and financial statements in accordance with Vietnamese regulations.
Foreign investment in Vietnam brings many opportunities for Singaporean investors thanks to its market advantages, preferential policies and long-term growth potential. However, legal procedures and administrative system differences require careful preparation.
Lexsol with more than 10 years of experience in international investment consulting is ready to accompany and support Singaporean investors to carry out the procedures for establishing a foreign company in Vietnam effectively and safely. Contact Lexsol for in-depth investment strategy advice and legal support today.
Lexsol is a team of young, dynamic lawyers with over 10 years of experience in advising and resolving legal matters for both domestic and international businesses.
152-154 Vo Van Kiet Street, Ben Thanh Ward, Ho Chi Minh City, Vietnam
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