(2026) Vietnamese vs Chinese Investors in Vietnam

Vietnamese vs Chinese investors in Vietnam face different legal status, investment procedures, and capital requirements. This article explores key distinctions investors should understand before establishing a business in Vietnam in 2026.

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	May register the enterprise first and obtain the Investment Registration Certificate (IRC) within 12 months, or obtain the IRC first; the investment project may not be implemented before the IRC is issued
Processing time	Statutory time limit: 3 working days (Article 26, Law on Enterprises)	Statutory time limits: IRC (for projects not requiring investment policy approval) 10 working days; enterprise registration 3 working days; actual time depends on the dossier and locality
Capital contribution	No requirement for an investment capital account	Capital must be contributed by transfer, in foreign currency or VND, through a foreign investment capital account (formerly DICA)
Business sectors	Not subject to foreign investment market-access restrictions, but conditional business lines still require the relevant conditions to be met	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 by transfer, in foreign currency or VND, through the foreign investment capital account
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 amend the Investment Registration Certificate in accordance with regulations 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)

Investment project proposal;
Financial capability statement (for corporate investors);
Charter of the parent company (for corporate investors);
Audited financial statements for the most recent two years (for corporate investors);
Passport / ID card of the authorized representative / legal representative;
Business license of the parent company (for corporate investors);
Consular legalization and notarized Vietnamese translation of all documents.

Opening a foreign investment capital account (formerly DICA)

At a Vietnamese commercial bank
Capital contributions must be transferred into this account, in foreign currency or VND

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?	The currency of contribution must comply with the investment registration documents and foreign exchange regulations; please check with the account bank whether contributions in CNY are accepted.
Project implementation location	Proof of the right to use the project location (such as a lease agreement) must be provided
Is the legal representative required to be Vietnamese?	Not required, but the company must have at least one legal representative residing in Vietnam (Article 12, Law on Enterprises)
Proof of financial capacity	Mandatory: financial statements or a capital support commitment letter

Compiled by HONGTHAI from public sources, for reference only; not legal, tax or investment advice. Regulations are subject to Vietnam's latest official documents; consult local professionals for specific matters.