Comparison between Vietnamese shareholders/members/owners and Chinese shareholders/members/owners when establishing a business in Vietnam

1. General comparison table

Criteria Vietnamese shareholders/members/owners Chinese shareholders/members/owners
Investor status Not considered a foreign investor Considered a foreign investor
Establishment procedures Direct enterprise registration with the Department of Finance Required to obtain an Investment Registration Certificate (IRC) first
Processing time 5–7 working days 30–45 working days (including IRC & ERC)
Capital contribution No requirement for an investment capital account Capital must be contributed via a Direct Investment Capital Account (DICA) opened at a bank
Business sectors No investment restrictions Certain business sectors are restricted or subject to prior approval (especially sensitive sectors such as logistics, education, fintech, e-commerce, publishing, etc.)
Legal documents Enterprise Registration Certificate, charter, decision on appointment of legal representative, etc. (certified copies) Business license, charter, passport of the legal representative, power of attorney, etc. (documents must be consular legalized and notarizedly translated into Vietnamese)
Capital contribution in foreign currency Not mandatory; capital may be contributed in VND Capital must be contributed in foreign currency transferred from an overseas account to the DICA
Investor control / regulatory supervision No special regulatory supervision Subject to supervision under the Law on Investment and relevant guiding decrees
M&A, capital increase Simple procedures, handled internally Required to register amendments to the Investment Registration Certificate and notify the Department of Finance and the State Bank of Vietnam in case of capital changes or new capital contributions

2. Specific requirements for Chinese shareholders/members/owners

  • Required to obtain an Investment Registration Certificate (IRC)
  1. Investment project proposal;
  2. Financial capability statement (for corporate investors);
  3. Charter of the parent company (for corporate investors);
  4. Audited financial statements for the most recent two years (for corporate investors);
  5. Passport / ID card of the authorized representative / legal representative;
  6. Business license of the parent company (for corporate investors);
  7. Consular legalization and notarized Vietnamese translation of all documents.
  • Opening a Direct Investment Capital Account (DICA)
  1. At a Vietnamese commercial bank
  2. Foreign currency must be transferred from the parent company’s or individual investor’s account (in China or another country) to this account for capital contribution
  • Business sector restrictions

If operating in business sectors subject to conditions for foreign investors (under WTO commitments, CPTPP, or the Law on Investment), capital contribution ratios may be restricted, or a joint venture may be required.

3. Requirements for Vietnamese shareholders/members/owners

  • Provide the Enterprise Registration Certificate and company charter (for corporate shareholders);
  • Minutes of meeting and capital contribution resolution;
  • Power of attorney authorizing the dossier submission;
  • No requirement for consular legalization or proof of overseas financial capability;
  • Capital may be contributed in cash (except for corporate entities) or via domestic bank transfer.

4. Other notes / Additional considerations

Issues Notes for Chinese shareholders/members/owners
Is capital contribution in CNY allowed? No. Capital contribution is only permitted in USD, EUR, etc.
Project implementation location Must comply with planning regulations and have a lease contract of at least 6 months
Is the legal representative required to be Vietnamese? Not required, provided the person legally resides in Vietnam
Is the legal representative required to be Vietnamese? Mandatory: financial statements or a capital support commitment letter