Establishment of foreign-invested enterprises (FIEs) and representative offices
Setting up a foreign-invested presence in Vietnam requires navigating a multilayered regulatory framework involving investment approvals, business licensing, sector-specific restrictions, and ongoing compliance obligations. At CyraLaw Insight, we support foreign investors throughout the entire establishment journey—ensuring a compliant, efficient, and strategically structured market entry.
Comprehensive Support for Foreign-Invested Enterprises (FIEs)
We assist clients in establishing all forms of FIEs, including 100% foreign-owned companies, joint ventures, and enterprises operating under sector-specific regulations (e-commerce, manufacturing, fintech, trading, logistics, education, etc.).
Our services cover the full lifecycle of FIE formation:
1. Investment Registration & Licensing
- Preparation and submission of Investment Registration Certificate (IRC)
- Preparation of Enterprise Registration Certificate (ERC)
- Licensing for conditional business sectors
- Sector-specific approvals (trading, wholesale, e-commerce, manufacturing, import/export registration, etc.)
2. Business Scope Structuring
- Advising on feasible investment activities under Vietnamese law
- Aligning business lines with long-term operational plans
- Drafting and optimizing business scopes for licensing success
- Preventing conflicts with sector restrictions or WTO commitments
3. Capital, Shareholding & Governance Setup
- Structuring charter capital and investment capital
- Designing shareholding structures for tax and operational efficiency
- Drafting charters, shareholder agreements, and investment agreements
- Advising on board composition, veto rights, management authority, and transfer mechanisms
4. Post-Licensing Procedures
- Tax registration and digital signature setup
- Seal notification, bank account opening, capital contribution planning
- Initial compliance filings and internal company regulations
- Operational permits (environmental, fire safety, food safety, warehouse registration…)
5. Ongoing Legal Compliance
- Monitoring capital contribution deadlines
- Annual reporting, foreign-investment reporting, and compliance audits
- Amendment of IRC/ERC for changes in shareholders, capital, address, or business lines
Representative Office (RO) Establishment
For foreign companies wishing to explore the market without direct business operations, we provide end-to-end assistance in setting up compliant Representative Offices.
What We Support
- RO establishment licensing and documentation
- Appointment of Chief Representative and labor compliance
- Drafting operational scope within legal limitations
- Address validation and office setup requirements
- Annual reporting and ongoing RO compliance
- Amendment or termination of RO licenses
Key Advantages of a Representative Office
- Low-risk market entry
- Ability to conduct research, liaison, and promotion
- No corporate tax obligation (as RO cannot generate revenue)
- Ideal for early-stage market exploration
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