OCTIS vs setting up a new company or buying shares in Vietnam as a foreign investor
The route decides whether you need an Investment Registration Certificate (IRC) before the company registration.
Last checked · 3 sources
Otty's short answer
A foreign investor who sets up a new company in Vietnam needs an IRC first, then an Enterprise Registration Certificate (ERC). Buying shares in an existing Vietnamese company can go straight to an ERC change when the sector is not conditional and the business does not change. A new company suits a fresh start. Buying suits taking over a running business.
Side by side
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| What matters | OCTISHong Kong company + OCTIS global plan | New foreign-owned company | Buying shares in an existing company |
|---|---|---|---|
| Typical use | Hong Kong company run from anywhere | Fresh market entry | Take over a running company |
| IRC required | Not part of Hong Kong incorporation; Vietnam rules still apply to local activity | Yes (Art. 37, Investment Law 2020) | Often no |
| When IRC is skipped | Not applicable | Not applicable | Non-conditional sector, no change of business |
| 50% foreign-ownership test | 100% foreign ownership allowed | Not applicable | Art. 23(1) test applies |
| Order of steps | Companies Registry incorporation, then business registration | IRC, then ERC | ERC directly, if no IRC |
| IRC processing | Not needed for the Hong Kong company; local rules apply if you trade there | 10 to 20 working days (sources differ) | Not needed |
| ERC processing | Not needed for the Hong Kong company; local rules apply if you trade there | 3 to 5 working days | Not published |
| Investment proposal needed | Not needed for the Hong Kong company; local rules apply if you trade there | Yes | Not if IRC is skipped |
| Premises lease in the file | Hong Kong registered office address needed | Yes | Company already has premises |
| Online filing | Filed online with the Companies Registry | National portal, English option | National portal, English option |
| Government fee | Included in the package | Not published on portal page | Not published on portal page |
If you have staff, premises or local sales in this country, its own registration and tax rules still apply. OCTIS can help you arrange them.
Data sources & disclaimer: Comparison data was compiled from publicly available sources — including the competitors' own published pricing and feature pages — captured on 9 November 2026. Figures reflect the typical or advertised pricing at that time and may have changed since; plans, inclusions and prices vary by provider, region and promotion. OCTIS is independent and not affiliated with the named companies; all trademarks belong to their respective owners. This comparison is provided in good faith for general information only and is not professional, legal or financial advice — please verify current details with each provider before deciding.
Which one fits you
OCTIS · Hong Kong company + OCTIS global plan
Choose OCTIS if you want a Hong Kong company run from anywhere to hold your business, and you will arrange any local Vietnam rules for local staff, premises or sales.
New foreign-owned company
Choose a new company if you are entering Vietnam from scratch and are happy to wait for the IRC and ERC in turn.
Buying shares in an existing company
Choose buying shares if a suitable company already exists and its sector is not conditional, so the IRC step may fall away.
What the table does not show
Why the IRC comes first
A foreign investor setting up a company or a new investment project must obtain an IRC. The IRC file normally holds the application, passport or company registration, an investment proposal, proof of financial capacity and a premises lease. Only then is the ERC filed with the business registration office. Processing times are quoted differently by different law firms, so treat 10 to 20 working days for the IRC as a range.
When buying shares avoids the IRC
A law-firm summary of Article 23(1) of the Investment Law 2020 says an IRC is generally not needed to buy shares in a Vietnamese company when the sector is not conditional and the purchase does not change the company's objectives. The investor may then apply for the ERC change directly. The 50% foreign-ownership test in the same article can pull a deal back into IRC territory, so check it before signing.
What to confirm with an adviser
Registration fees are not shown on the national portal page we read, and times vary by province and sector. Ask a Vietnamese lawyer to confirm the route for your sector, the fee, and the foreign investment capital account that a law-firm source says must be opened after the ERC.
Where OCTIS fits
OCTIS does not incorporate or keep books in Vietnam. If your Malaysian or Hong Kong company is setting up a Vietnamese subsidiary, OCTIS can keep the home company's books and consolidate the subsidiary's statements from the local accountant. Comparing the cost of running the work from Malaysia or Hong Kong with a Vietnam entity is another place to start. Ask about 10–30% off your current bill.
Frequently asked questions
Does a foreigner need an IRC to open a company in Vietnam?
Yes when setting up a new company or project. Article 37 of the Investment Law 2020 requires foreign investors to obtain an IRC first. The ERC follows after it.
How long does it take to get an ERC in Vietnam?
Law-firm pages put the ERC at 3 to 5 working days from a valid file. The IRC before it is quoted at about 10 to 20 working days, so the whole process is often 25 to 35 days.
Can a foreigner buy shares in a Vietnamese company without an IRC?
Often yes, if the sector is not conditional and the company's business does not change. The investor can apply for the ERC change directly. The 50% foreign-ownership test in Article 23(1) can still require an IRC.
Is there a minimum capital to set up a foreign-owned company in Vietnam?
The pages we read gave no general legal minimum. One adviser suggests at least US$100,000 as a practical level, not a legal rule. Some sectors have their own conditions, so confirm yours.
Can I register online?
The National Business Registration Portal offers online registration and has an English language switch. It links to the foreign investment site for open industries. It does not show fee amounts on its home page.
Sources
Checked on the date above. Links open the provider's or regulator's own page.