Recently, although the 2025 Law on Investment and Decree No. 96/2026/NĐ-CP have introduced provisions allowing foreign investors to establish an economic organization to implement an investment project prior to carrying out procedures for obtaining an Investment Registration Certificate, Decree No. 96/2026/NĐ-CP only requires that, when registering the establishment of an enterprise, investors merely commit to satisfying market access conditions applicable to foreign investors in accordance with the law. However, in practice, both business registration authorities and investors have remained cautious and awaited more detailed guidance on the order and procedures for implementation, as well as a clearer determination of the responsibilities of competent authorities before officially carrying out such procedures.
To remove these obstacles and officially implement the above regulations in practice, on April 29, 2026, the Ministry of Finance issued Official Letter No. 5427/BTC-DNTN (“Official Letter 5427”) to provide responses and guidance for competent authorities and investors in implementing the above procedures, specifically as follows:
1. Clearly defining the dossier components required for enterprise registration by foreign investors (FDI Enterprises) prior to obtaining investment approval:
- Foreign investors are not required to submit a copy of the Investment Registration Certificate.
- Other documents shall comply with the enterprise registration forms and the provisions of Circular No. 68/2025/TT-BTC issued by the Ministry of Finance. In particular, in the application for enterprise registration, the investor must tick the section committing compliance with market access conditions applicable to foreign investors.
2. Clearly defining the responsibilities of business registration authorities when receiving and processing enterprise registration dossiers for FDI Enterprises prior to investment approval:
- Business registration authorities are responsible only for the validity of enterprise registration dossiers and are not responsible for any legal violations committed by the enterprise or its founders. Enterprise founders are responsible for self-declaring the registration dossier and shall bear legal responsibility for the legality, honesty, and accuracy of the information declared in the dossier and reports.
- Business registration authorities shall not examine the foreign investor’s commitment regarding compliance with market access conditions applicable to foreign investors at the time of registering the establishment of an FDI Enterprise.
Accordingly, it may be affirmed that the procedures for establishing an FDI Enterprise prior to obtaining investment approval shall be implemented in the same manner as procedures for establishing domestic enterprises, except for one additional requirement specifically applicable to foreign investors in the application for enterprise registration. Business registration authorities shall neither require nor be permitted to request additional explanations, information, or documents from foreign investors concerning compliance with market access conditions under the law.
It should be noted that within 12 months from the date of establishment, the FDI Enterprise must complete procedures for obtaining an Investment Registration Certificate for the implementation of an investment project corresponding to the enterprise’s business lines. The enterprise may only amend its enterprise registration to add other business lines after the Investment Registration Certificate has been granted.
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