Opening a Business in HCMC 2026: The New Investment Law Has Changed the Sequence

Opening a business in HCMC 2026 has changed. Investment Law 143/2025/QH15 took effect on 1 March 2026, with Decree 96/2026/NĐ-CP following on 31 March. Together they give foreign investors a choice of sequence: obtain the IRC first and then form the company, or form the company first and complete the IRC within twelve months. For businesses needing a legal entity quickly, the second route saves significant time. A verifiable registered address remains mandatory from the moment the application is filed.

For close to a decade, foreign investors entering Vietnam followed one fixed sequence. Secure the Investment Registration Certificate first. Form the legal entity second. There was no alternative route.

Since 31 March 2026, that is no longer the only path.

Investment Law 143/2025/QH15 took effect on 1 March 2026. Decree 96/2026/NĐ-CP, which implements it, took effect on 31 March. Together they allow foreign investors to establish an economic organisation before completing IRC procedures — provided the business meets market access conditions and finalises the IRC within twelve months.

This matters practically for anyone opening a business in HCMC this year. What follows covers the new legal framework, the entity options available, the real process and timeline, and the registered address decision that many companies handle in the wrong order.

The 2026 Context

Three developments converged this year, and all three affect market entry decisions.

FDI policy has shifted direction

On 8 June 2026, the Politburo issued Resolution 10-NQ/TW on developing the foreign-invested economic sector. It moves Vietnam’s FDI strategy from broad attraction toward selective engagement, prioritising high-value sectors: semiconductors, artificial intelligence, biotechnology, green industry, modern logistics and financial services.

The target for 2026 to 2030 is USD 200 to 300 billion in registered capital — roughly USD 40 to 50 billion annually.

Companies operating in priority sectors face a more favourable policy environment than at any point previously. Companies outside those sectors should expect closer scrutiny of their applications.

Ho Chi Minh City’s administrative structure changed

On 1 July 2025, Ho Chi Minh City merged with the entire provinces of Bình Dương and Bà Rịa – Vũng Tàu. The district tier of government was abolished, and the city moved to a two-tier structure running from city directly to ward.

The former District 1 is now four wards: Sài Gòn, Tân Định, Bến Thành and Cầu Ông Lãnh.

This matters for company registration filings. Any application submitted now must use the current administrative naming. An application listing “District 1” will require correction.

The office market favors tenants

Savills recorded HCMC office occupancy at 88% in Q1 2026, with rents stable. CBRE reported Grade A vacancy at 16.7% in Q2 2026.

FDI companies accounted for 82% of total leased office space in Q1 2026. Supply remains ample, and lease terms are more flexible than they were in 2023.

The Biggest Change: Forming a Company Before the IRC

This is the most significant development in the new framework, and the part most existing guides have not yet updated.

The old sequence and the new one

Under the previous rules, a foreign investor had to hold an IRC before an Enterprise Registration Certificate could be issued. The process was strictly sequential, and everything else waited on it.

From 31 March 2026, Article 72 of Decree 96/2026/NĐ-CP permits an alternative. An investor can file the enterprise registration application first, including a market access commitment in the application itself. The company is established, becomes a legal entity, and receives its enterprise code.

The IRC must then be completed within twelve months.

The constraints that come with it

This is not a removal of the IRC requirement. Three points matter:

The project cannot begin before the IRC is issued. The company exists, but cannot implement a project subject to IRC requirements until that certificate is obtained.

The twelve-month deadline is binding. Failing to complete the IRC within the period creates legal exposure for the entity already formed.

Charter capital need not equal total investment capital. A technical point, but an important one when designing the capital structure.

On 29 April 2026, the Ministry of Finance issued Official Letter 5427/BTC-DNTN providing further guidance on establishing economic organisations under the new framework.

Which sequence suits which company

For most service, consulting and technology businesses in unrestricted sectors, the ERC-first route meaningfully shortens the time to holding a legal entity.

Three Entity Options When Opening a Business in HCMC

Before considering procedure, the entity type has to be settled. This decision shapes everything downstream.

Representative office

The fastest and simplest option — and the most limited.

A representative office functions as a liaison point: market research, promoting the parent company’s services, connecting with partners. Setup typically takes six to eight weeks. No minimum capital is required. The licence is valid for five years.

The restrictions are firm. A representative office cannot sign commercial contracts, generate revenue, or issue invoices. Under Commercial Law 36/2005/QH11, crossing these boundaries risks classification as a permanent establishment — which brings 20% corporate income tax liability and potential retroactive assessment.

The parent company must have operated for at least one year in its home jurisdiction, per Article 7.1 of Decree 07/2016/NĐ-CP.

Suits: companies testing the market over twelve to twenty-four months before committing capital.

Foreign-invested company

The standard option for businesses intending to trade.

The company can sign contracts, generate revenue, hire staff and issue invoices. Most service, technology and consulting sectors permit 100% foreign ownership. Charter capital for service companies typically runs USD 10,000 to 50,000 — there is no statutory minimum for most sectors, but the figure should reflect genuine operational requirements.

Suits: companies that have decided to enter and need full commercial operations.

Capital contribution or share acquisition

The third route, and one most guides omit.

Rather than forming a new entity, the investor contributes capital to or acquires shares in an existing Vietnamese company. Registration of the capital contribution transaction applies under Article 21.3 of Investment Law 2025.

Suits: companies wanting rapid market entry through an entity that already holds licenses, customers and a team.

Process and Realistic Timeline

From decision to legal operation typically takes 45 to 90 days, depending on sequence and sector.

The main steps

Document preparation is the longest stage — and the one the company fully controls. Materials require notarisation, consular legalisation, and certified Vietnamese translation.

Parent company documents required

• Certificate of incorporation
• Company charter or articles of association
• Audited financial statements for the past two years
• Board resolution approving the Vietnam investment
• Passport of the legal representative
• Bank statement confirming financial capacity
• Lease agreement or address confirmation letter

Having this set complete before engaging legal counsel shortens the overall process considerably.

Physical presence is not required

Foreign investors can complete the process through a power of attorney, with a local representative handling the filings. Many companies complete the entire setup remotely and travel to Vietnam only once the entity is ready to operate.

The Registered Address: Where Most Companies Get the Order Wrong

This detail costs companies more time than any other single factor.

The address must exist before filing

Enterprise registration requires a valid, verifiable business address. Authorities may conduct site verification.

This means the workspace decision and the legal decision run in parallel, not in sequence. Many companies assume the opposite — finalise the legal work first, then find an office — and lose weeks to that assumption.

Why a serviced office resolves this

A licensed workspace operator issues an address confirmation letter immediately. The company has a valid address for its filing without committing to a long-term lease before the team size is known.

Comparing the two models at this stage:

For a company entering the market, committing to a three to five year lease before knowing actual headcount is unnecessary risk.

Three things to confirm with the provider

• Whether the building is accepted for business registration, and whether other companies have registered there successfully
• That the address uses current ward naming following the administrative restructuring
• Who is responsible for issuing the confirmation letter and supporting documents

Real Costs

The figures below are reference ranges for a small to mid-sized service business.

Legal and procedural costs: USD 3,000 to 7,000, covering government fees, legal advisory, translation and document legalisation. A further USD 2,000 to 4,000 covers the company seal, initial accounting setup and other registrations.

Workspace costs: Fitting out a new office in HCMC averages approximately USD 657 per sqm, per Cushman & Wakefield’s 2026 Fit Out Cost Guide. A serviced office removes this line entirely.

Staff costs: Mid-level professionals in HCMC run USD 1,200 to 2,500 monthly. Senior management with international experience runs USD 3,000 to 6,000. Mandatory employer social insurance contributions add approximately 21.5% of gross salary.

Contingency: Budget an additional 15 to 20% for unforeseen costs — additional document authentication, expedited processing, or first-month operating costs exceeding projections.

Common Mistakes

Choosing the wrong entity type

The most frequent error is selecting a representative office for speed, then discovering the company cannot sign contracts with customers. Converting to a foreign-invested company afterwards costs additional time and money.

If the business intends to generate revenue in Vietnam within the first twelve months, forming a company from the outset is usually the better call.

Exceeding representative office scope

The line between permitted liaison activity and commercial activity is blurrier than most expect. Signing contracts “on behalf of” the parent, negotiating commercial terms directly, or handling payments can all trigger permanent establishment classification.

Using outdated administrative naming

An application filed in 2026 listing “District 1” rather than the current ward name will need correcting. A small error, but one that delays the process.

Underestimating document preparation

Consular legalization of parent company documents takes four to six weeks and depends on each country’s procedures. Starting this early is the single most effective way to compress the overall timeline.

Your Action Checklist For Opening a Business in HCMC

• Determine the entity type that matches your first twelve months of business activity
• Verify market access conditions for your intended sector
  Choose IRC-first or ERC-first based on actual operational needs
• Begin preparing and legalizing parent company documents immediately
• Confirm the registered business address using current ward naming
• Engage legal counsel experienced with FDI filings
• Plan post-licensing steps: seal, capital account, tax registration
• Establish a compliance calendar from the start

The 2026 legal framework is more accommodating to foreign investors than it has been in years. The option to form a company before the IRC shortens the entry timeline meaningfully. Resolution 10 gives clearer direction for priority sectors.

But opening a business in HCMC still rewards preparation. Most cases that stretch from 45 days to 90 days do so not because the regulations are complex, but because documentation was incomplete or the entity decision was wrong at the outset.

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Dreamplex has supported hundreds of international companies establishing operations in Vietnam over the past ten years. Serviced offices across five locations in Ho Chi Minh City and one in Hanoi, from 2 to 150 people, plus virtual office solutions for companies that need only a registered address.

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