Conditions and Procedures for Establishing a South Korean Company in Vietnam

7 March, 2026 140 Views

Table of Contents

The establishment of a foreign-invested company, specifically a Korean company in Vietnam, is becoming increasingly popular due to the strong development of bilateral economic relations between Vietnam and Korea. However, for investment activities to be implemented legally and effectively, investors must clearly understand the governing legal framework, mandatory conditions, and the administrative procedures required.

Legal Basis

The investment activities of Korean investors in Vietnam are governed by the Vietnamese legal system and international treaties to which Vietnam is a member, including but not limited to:

Law on Investment No. 61/2020/QH14 (effective from January 1, 2021), as amended and supplemented by Law No. 72/2020/QH14.
Law on Enterprises No. 59/2020/QH14.
Decree 31/2021/ND-CP dated March 26, 2021, detailing and guiding the implementation of a number of articles of the Law on Investment.
Decree 01/2021/ND-CP on enterprise registration.
Vietnam – Korea Free Trade Agreement (VKFTA), ASEAN – Korea Investment Agreement, and WTO commitments.

In addition, for certain specific business lines, it is necessary to base compliance on the respective specialized laws, decrees, and guiding circulars.

Conditions for Establishing a Korean Company in Vietnam

1. Regarding the Investor’s Legal Status A Korean investor is defined as an individual of Korean nationality or an organization established under Korean law, carrying out investment activities in Vietnam. This subject must have full civil legal capacity and civil act capacity under Vietnamese law. In the case of an organization, it is necessary to provide a certificate of business incorporation or an equivalent legal dossier, which must be consularly legalized in Vietnam.

2. Regarding Business Lines Choosing the right business line is a key factor. Foreign investors are only allowed to invest in sectors and trades not banned by Vietnamese law and must satisfy market access conditions applicable to foreign investors. Investment sectors are categorized into three groups:

Banned business investment sectors (under Article 6 of the Law on Investment 2020);
Conditional business investment sectors (under Appendix IV of the Law on Investment 2020, comprising 227 sectors);
Freely invested sectors (if not falling into the two groups above).

For conditional sectors, investors must prove they meet specific requirements such as legal (statutory) capital, experience, specialized personnel, sub-licenses, or foreign ownership limits.

3. Regarding the Form of Investment Korean investors may choose from the following forms of investment:

Investing in the establishment of a new economic organization (Limited Liability Company, Joint Stock Company, etc.);
Contributing capital, buying shares, or purchasing capital contributions in an existing Vietnamese enterprise;
Executing a Business Cooperation Contract (BCC);
Investing under a Public-Private Partnership (PPP) contract (in infrastructure-related sectors).

In this article, we focus on the form of establishing a new economic organization in Vietnam.

4. Regarding Investment Capital Vietnamese law does not stipulate a minimum investment capital for all sectors. However, investors must determine an investment capital amount that is feasible and suitable for the scale and sector of the project. Certain sectors require mandatory legal capital (e.g., real estate, education, employment services). Furthermore, contributed capital must be proven through assets or actual cash flow, and must be transferred into Vietnam via an investment capital account opened at a permitted commercial bank. The time limit for capital contribution is strictly 90 days from the issuance date of the Enterprise Registration Certificate, unless otherwise prescribed by law or the investment dossier.

5. Regarding the Project Location Investors must have a clear location lease agreement that complies with land-use planning. For specific types of investment such as manufacturing, warehousing, and factories, the facility must be located within licensed industrial parks or industrial clusters.

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Procedures for Establishing a Korean Company in Vietnam

The procedure is divided into two main phases:

Phase 1: Applying for the Investment Registration Certificate (IRC)

The competent authority to resolve this is the provincial Department of Planning and Investment (DPI) where the project is located (except for projects under the jurisdiction of the Management Boards of industrial parks, export processing zones, economic zones, etc.). The dossier includes:

A written proposal for the implementation of the investment project (Form A.I.1 issued with Circular 03/2021/TT-BKHDT).
Copies of the investor’s legal documents.
Financial statements and documents proving financial capacity.
An investment project proposal.
A location lease agreement or documents proving land use rights.
Other documents as required (e.g., in cases of using restricted technology or conditional business lines).
Standard Processing Time: 15 working days from the date of receipt of a valid and complete dossier.

Phase 2: Applying for the Enterprise Registration Certificate (ERC)

After being granted the IRC, the investor proceeds to submit the enterprise registration dossier at the Business Registration Office under the Department of Planning and Investment. The dossier includes:

An application for enterprise registration.
The company’s charter.
A list of members (for multi-member LLCs) or shareholders (for JSCs).
Copies of the legal representative’s identification documents.
The issued Investment Registration Certificate (IRC).
Processing Time: 3 to 5 working days.

Post-Establishment Procedures for a Korean Company in Vietnam

After being granted the ERC, the company must carry out the following procedures:

Open a direct investment capital account at a designated commercial bank.
Engrave the company seal and announce the seal sample on the National Business Registration Portal.
Purchase a digital signature, perform initial tax registration, and register for electronic invoices.
Contribute the investment capital fully and on schedule.
Register labor, social insurance, and fulfill other financial obligations.

Important Legal Notes

Foreign-invested enterprises are considered “foreign-invested economic organizations” under the Law on Investment 2020. As such, they may face restrictions regarding indirect investment rights and land ownership rights, and must comply with specific regulations when repatriating profits abroad.
Investors should carefully study WTO commitments and bilateral/multilateral trade agreements to fully understand market access limitations.
In the event of a need to adjust the investment project (such as increasing capital, or changing business lines, investors, location, or duration), the procedure to adjust the IRC must be completed before amending the enterprise registration contents.

Investment Consulting and Support Services in Vietnam by BKC Law

BKC Law’s consulting services for establishing a Korean company in Vietnam offer comprehensive and effective solutions for Korean investors looking to expand their business operations into the Vietnamese market. With a team of highly experienced lawyers possessing deep knowledge of the Vietnamese legal system, BKC Law assists clients from the very first steps of the company establishment process. This includes advising on the selection of the most suitable corporate structure—such as a Limited Liability Company, Joint Stock Company, branch, or representative office—to optimize benefits and ensure sustainable growth.

BKC Law also assists clients in preparing and finalizing the necessary legal dossiers for enterprise registration, including the Company Charter, applications for the Investment Registration Certificate, Business Licenses, and other related documents. Concurrently, we represent clients in executing registration procedures at competent state authorities, such as the Department of Planning and Investment, ensuring the process is swift and fully compliant with the law.

Post-establishment, BKC Law continues to accompany clients in ensuring strict compliance with tax, accounting, and financial reporting obligations, while promptly resolving any legal issues that may arise during operations. We also provide intellectual property protection services, such as registering trademarks, patents, and copyrights in Vietnam, helping to safeguard the enterprise’s invaluable intangible assets.

Contact Us

Phone: 0901 3333 41
Email: info@bkclaw.vn
District 1 Office: 9th Floor, Diamond Plaza Building, 34 Le Duan Street, Sai Gon Ward, District 1, Ho Chi Minh City
Binh Tan Office: 41 Ten Lua Street, An Lac Ward, Binh Tan District, Ho Chi Minh City