Short answer. For most business lines, a 100%-foreign-owned company in Vietnam can reach operational status in approximately 20–25 working days from the submission of a complete application — split between an Investment Registration Certificate (IRC), typically issued within 15 working days, and an Enterprise Registration Certificate (ERC), typically issued within 3 working days once the IRC is granted, plus a short window for tax code activation and initial compliance steps. Businesses that include retail or direct-to-consumer sales (including D2C via platforms such as Shopee or TikTok Shop) require an additional Business Licence, which adds 23 to 61 working days on top of the base timeline.
What determines the timeline?
The two governing approvals run sequentially, not in parallel, because the ERC application depends on the IRC already being issued.
Investment Registration Certificate (IRC). Required for any foreign-invested project. The statutory processing window is 15 working days from the date of a complete, valid application — in practice, the binding constraint is usually the completeness of the application package (charter capital justification, project location documents, investor qualification records) rather than the agency's processing speed itself.
Enterprise Registration Certificate (ERC). Issued by the Department of Planning and Investment once the IRC is in hand. The statutory window is 3 working days, making this the fastest single step in the sequence.
Post-registration steps. Tax code activation, seal registration, and initial charter-capital contribution follow ERC issuance and are typically administrative rather than approval-gated, adding a small number of additional working days before the company can begin invoicing and operating in practice.
Why retail and D2C take longer
A common assumption is that opening a shop or selling directly to consumers online is the fastest way to start operating in Vietnam. The opposite is usually true. Retail distribution — including online direct-to-consumer sales — falls under conditional business lines requiring a separate Business Licence on top of the IRC/ERC, and this additional licence adds 23 to 61 working days depending on the specific retail activity and location. A wholesale or B2B-first structure frequently reaches operational status well before an equivalent retail-first structure, with retail licensing layered on afterward once the entity is already active.
Does the investor need to be physically present?
No, for most of the process. Licensing and registration steps can typically be completed under a power of attorney, without the investor's physical presence in Vietnam. The one step that most commonly does require in-person action is bank know-your-customer (KYC) verification during corporate bank account opening — best planned as a single, well-timed trip rather than treated as a prerequisite for starting the registration process itself.
Does Vietnam require a local partner for foreign-owned companies?
No. Under the 2020 Investment Law, 100% foreign ownership is the default position for most business lines. A local partner is only required in a specific list of conditional or restricted sectors, not as a general rule.
Is there a minimum capital requirement to register a company in Vietnam?
There is no fixed statutory minimum for most business lines. Required charter capital is assessed case-by-case based on what the registered business activity plausibly needs to operate, rather than a flat threshold applied uniformly across sectors.
What is the fastest legal structure to get operational in Vietnam?
A B2B, wholesale, or services-based structure without a retail licensing requirement is typically the fastest path to operational status — approximately 20–25 working days — because it avoids the additional 23–61 working day Business Licence required for retail and D2C sales.
Can the entire registration process be completed remotely?
Most of it, yes, under power of attorney. Bank account KYC is the step most likely to require physical presence, and is best scheduled as a single trip rather than assumed to block the start of the process.
What is the difference between an IRC and an ERC?
The Investment Registration Certificate (IRC) confirms the foreign investment project itself is approved; the Enterprise Registration Certificate (ERC), issued after the IRC, formally establishes the operating legal entity. Both are required before a foreign-invested company can begin operating.
How does JMT Private & Partners help with this process?
JMT manages the IRC and ERC application process end-to-end for foreign investors, including document preparation, submission, and liaison with Vietnamese licensing authorities, as part of its Licensing & Regulatory Facilitation service line.
