VietnamForeign-investor setup evidence pack
In plain termsVietnam setup fails on missing exhibits more than on missing ambition. This pack is the file you should be able to hand a bank, a licensing officer, or your own future self: identity, ERC/IRC, capital, and address — dated and consistent.
Start here — three checks
- Collect identity and corporate-parent docs with matching names across every translation
- Put ERC (Enterprise Registration Certificate), IRC (Investment Registration Certificate), and DICA (direct investment capital account) status in one folder with issue dates
- Do not send a capital wire until currency, amount, and payer match that folder
Decision map
| Signal | Lock now | If skipped |
|---|---|---|
| Parent company is the investor | Legalised corporate documents, ownership chart, and signatory authority that match the Vietnam file. | ERC issues, then the bank rejects the same names as inconsistent. |
| Individual foreign founder is the investor | Passport, overseas address proof, and source-of-funds story that the bank can actually book. | Company exists; inbound capital cannot be accepted. |
| ERC-first, IRC later | Keep a live IRC exhibit list. Do not archive the pack as “incorporation done.” | Month 10 has no land, capital, or scope evidence. |
| Multiple currencies or multiple payers | One contribution matrix: who pays, which currency, which registered amount. | DICA credits cannot be mapped to charter capital. |
| Office address used on ERC, tax, and bank | Lease or use-rights document with the same address string everywhere. | Licences, bank KYC, and tax records point at three places. |
Common wrong movesWhere people lose time on this exact question.
- Keeping “the lawyer has everything” as the only index. You need a pack you can open.
- Translating names three different ways across ERC, bank, and passport.
- Filing IRC with placeholder capital figures you already know will change.
If this fails, do this nextRecovery order — not a generic legal memo.
- Build a one-page index of what exists vs what is missing, with owners and dates.
- Normalise names, addresses, and currencies before any new filing or wire.
- If a clock is already live (90-day capital, IRC window), attach this pack to that recovery path.
Evidence to prepareChecklist before you file or walk in.
- Passport / corporate registration of the investor, legalised as required.
- Ownership chart and signatory resolutions that match the Vietnam application.
- Draft and issued ERC, charter, and member list.
- IRC application exhibits: project description, capital, location, timeline.
- DICA opening pack and the bank’s written condition list.
- Capital-contribution plan: amounts, currencies, payers, 90-day due date.
- Office lease or lawful use-rights matching the registered address.
- Tax-code grant and first invoice series plan.
- If founders work onshore: role memos for NĐ 219 classification.
- A change log: every amendment to capital, address, or members with dates.
Founder first 30 daysThe week-by-week use of this pack.Charter-capital deadlineWhy contribution proof has to live in the pack.Vietnam legal decisionsSetup doors this evidence supports.
Common questions
What documents does a foreign investor need to set up a company in Vietnam?
Identity or parent-company legalisation, the ERC/charter file, the IRC project file where required, DICA and contribution proof, and a consistent address lease. The pack is a system, not a single form.
Can I open DICA with only the ERC?
Sometimes the bank will still demand the IRC. Put the bank’s written list in this pack so capital dates are real.
What is the most common pack failure?
Inconsistent identity: different spellings, currencies, or addresses across ERC, IRC, and bank forms. Officers do not reconcile your spreadsheet for you.