Vietnam is a highly attractive investment destination for foreign investors, but is challenging for investors due to its complex legal process for establishing a company, especially those requiring special approvals.
In this section, we discuss the set up procedures for an FIE* to do business in a specified special sector that may require such approvals to begin operations in the country. Depending on the type of project, the agency for approval, documentation required and time to obtain a 'Pre-Investment Approval’ may vary.
* Please note that the LLC is included in FIE forms.
Investments and projects requiring approval
Here is a summary of project types which may require further special approvals:
- Construction of Residential housing projects;
- Airports, aerodromes, air transport businesses, cargo terminals, ports;
- Petroleum processing;
- Casinos and businesses involving betting;
- Infrastructure projects for industrial zones and export-processing zones;
- Nuclear power plants;
- Golf Courses;
- Special Land Use Rights;
- Projects located on or near islands, borders, coastal areas and other defence-sensitive locations;
- Projects in sensitive heritage locations;
- Projects that require relocation of inhabitants; and,
- Projects that require re-purposing some types of forests, or rice crops.
See detailed lists, requirements, and estimated processing times for approval in the table below.
| Competent Authority |
Project Types Requiring Approval |
Requisite Documentation |
Indicative Timeframe |
| Provincial People’s Committees (PCs) |
- Projects requesting State land allocation or land lease without auction/bidding, or requesting land repurposing (except cases exempted under the 2024 Law on Land).
- Projects requiring investment policy approval from two or more provincial PCs.
- Residential housing or urban development projects for sale, lease, or lease-purchase (regardless of land area or population size).
- Projects in Protected Zones I or II of national or special national relics (excluding Zone I of special national monuments listed as world heritage sites).
- Projects in areas subject to development restrictions, historic inner-city areas, or designated sub-regions of special-grade cities.
- Construction and operation of golf courses.
- Projects by foreign investors or foreign-invested enterprises located on islands, in border/coastal communes, or areas affecting national defense and security.
- Construction and commercial operation of infrastructure in industrial parks, export-processing zones, and concentrated digital technology zones.
- Construction of ports or wharves belonging to special seaports or Class-I seaports.
- Large-scale relocation projects involving ≥10,000 people in mountainous areas or ≥20,000 people in other areas.
- Major airport infrastructure projects (airports/aerodromes, runways, international passenger terminals, cargo terminals with ≥1 million tons/year capacity).
- New air passenger transport investment projects.
- Petroleum processing projects.
|
- Application dossier
- Financial statements
- Detailed explanation of restricted technologies (if any)
- Proposed land-use plan
|
~25 days + ~7 working days |
| Prime Minister |
- Projects (regardless of capital source) that:
- Fall under the Law on Cultural Heritage and are located in Protected Zones I or II of recognized relics (except Zone I of special national monuments listed as world heritage sites).
- Are located in areas with development restrictions, historic inner-city areas, or designated sub-regions of special-grade cities.
- Involve betting or casino services (excluding prize-winning electronic games for foreigners).
- Involve construction of nuclear power plants.
- Projects by foreign investors in the following sectors: telecommunications with network infrastructure, afforestation, publication, and press.
- Other projects requiring approval of investment guidelines or an investment decision by the Prime Minister under applicable law.
|
- All documents required for provincial-level cases
- Environmental impact assessment
- Socio-economic efficiency assessment
|
~40 days + ~7 working days |
| National Assembly (NA) |
- Projects with significant or potentially serious environmental impacts, including:
- Repurposing ≥50 hectares of special-use forests, headwater protection forests, or border protection forests.
- Logging and windbreak coastal forests or wave-prevention protection forests ≥500 hectares.
- Development of production forests ≥1,000 hectares.
- Projects repurposing land used for two or more annual wet rice crops with area ≥500 hectares.
- Large-scale relocation projects involving ≥20,000 people in mountainous areas or ≥50,000 people in other areas.
- Projects requiring special mechanisms or policies subject to decision by the National Assembly.
|
- All documents required for Prime Minister–level cases
- Relocation plan (if applicable)
|
Must be submitted at least 165 days before the opening of a National Assembly session |
Post-approval set-up process
Once approval has been obtained by the relevant authority, investors can proceed to establish a business entity in the same manner as any other company by:
- Applying for a required Investment Registration Certificate (IRC)
- Applying for an Enterprise Registration Certificate (ERC)
- Proceed with post-licensing procedures such as opening a bank account, business license tax payment, capital contributions etc.
