Vietnam remains one of the most compelling destinations for foreign investment in Southeast Asia. Its young workforce, competitive operating costs, and deep integration into global supply chains make it an increasingly attractive choice for Italian small and medium-sized enterprises looking to expand beyond Europe. If you are considering how to open a company in Vietnam in 2026, understanding the updated legal framework is now more important than ever.
Vietnam’s New Investment Law Changes Everything in 2026
A major shift has taken place in the regulatory landscape this year. The Law on Investment was recently revised and took effect on 1 March 2026. Its implementing Decree No. 96/2026/ND-CP was subsequently issued on 31 March 2026 and became effective on the same date. Together, these instruments form the core regulatory framework for foreign investment in Vietnam and introduce several notable updates.
Consequently, Italian entrepreneurs planning market entry must now navigate a framework that is both more streamlined and more demanding in terms of early compliance.
The New ERC-First Option for Foreign Investors
One of the most significant practical changes affects the order in which companies are registered. Under the new regulations, foreign investors may now choose to apply for the Enterprise Registration Certificate (ERC) first and the Investment Registration Certificate (IRC) afterwards. Under this mechanism, the newly established legal entity may carry out necessary transactions to support business operations, including recruiting personnel, entering into factory lease agreements, or undertaking other preparatory investment activities.
Moreover, this flexibility means that companies can begin preliminary operations — hiring staff, securing premises — while the investment approval process is still underway. However, selecting the correct business lines, investment capital structure and legal representative at this stage is essential, as these details form the foundation for all future operations.
Which Business Structures Are Available?
International investors interested in establishing a presence in Vietnam have a range of business entities to choose from. Foreign investors can establish a new legal entity in which they own 100% of the capital, or domestic and foreign investors can jointly own the company. Given their relative simplicity in operation, limited liability companies (LLCs) are the most common corporate structure for foreign investors. Joint-stock companies (JSCs) have more requirements, including a minimum of three shareholders, and are preferable for companies that may mobilise more capital by share issuance and seek listing on a stock exchange in the future.
Additionally, if foreign investors do not want to establish a company officially in Vietnam, they can consider other structures. More than one Legal Representative can be appointed, but at least one must generally reside in Vietnam.
Fewer Bureaucratic Barriers Across Key Sectors
A further development from the new investment law is the significant reduction of conditional business activities. A cornerstone of the new Law on Investment is the reduction of conditional business activities, with 38 conditional business lines removed and 20 further activities amended. These changes significantly reduce pre-operation licensing requirements across a wide range of sectors, including finance, construction, transportation, agriculture, technology, and services.
Furthermore, technical regulations and product or service standards issued by competent authorities are no longer treated as investment or business conditions under the Law on Investment. This distinction removes ambiguity that has historically created compliance risk for foreign investors.
New Incentives for Strategic Technology Sectors
Under the new Law on Investment, the sectors newly eligible for special investment incentives and support include strategic technology, semiconductors, and key digital technologies. These sectors have been introduced based on the new legal framework under the Law on Digital Technology Industry, marking a shift toward a more specialized regulatory framework.
Therefore, Italian companies operating in manufacturing, precision technology, or digital services may find Vietnam’s incentive structure particularly advantageous in 2026.
What Does Post-Establishment Compliance Require?
One of the most critical areas for foreign investors is post-establishment compliance. Obligations arise immediately following the issuance of the Enterprise Registration Certificate, including capital contribution requirements, bank account structuring — particularly the Direct Investment Capital Account — tax registrations, and the appointment of key personnel such as the Chief Accountant and Legal Representative.
Nevertheless, many companies underestimate the complexity of post-registration obligations. Indeed, investors should consider whether a direct Vietnam structure is appropriate, or whether an offshore holding structure may provide greater flexibility for capital management, shareholder arrangements, and exit planning. Alitium
Should You Choose a Direct Structure or an Offshore Holding?
Structuring decisions made at the outset have long-term consequences. As a result, many Italian SMEs benefit from early strategic advice on how to hold their Vietnamese entity — whether directly or through an intermediate holding company in a third jurisdiction. This choice affects dividend repatriation, capital management, and future exit planning.
How Kelmer Group Supports Italian SMEs in Vietnam
Kelmer Group has been supporting Italian businesses with their international expansion for years, including market entry into Vietnam through our Hanoi office. We provide end-to-end assistance: from company formation and investment licensing to tax advisory, accounting, legal compliance, and ongoing management support.
If you are ready to open a company in Vietnam in 2026, our team in Hanoi is ready to guide you through every step of the process.