Guide to investing in Ninh Binh

1. Can I invest in my sector?

Foreign investors may invest in sectors the law does not prohibit, and must meet market-access conditions where the sector has them.

• Prohibited business lines: no investment registration certificate can be issued (Article 39, Decree 96/2026/ND-CP, citing Article 6 of the Law on Investment)
• Market-access conditions for foreign investors: may concern ownership ratio, investment form, scope of activities, investor capacity; they must be met when the economic organisation is set up (Article 19, 2025 Law on Investment)
• Conditions are published under Article 18 of Decree 96/2026/ND-CP; TTK looks them up and checks each business line of your project
• Sectors with their own business conditions (sub-licences) usually need extra procedures beyond the IRC; TTK flags them at the start

Tip: describe the products, services and technology accurately. A wrong business-line code is a common reason files need correcting.

2. Which investment form?

There are four main routes. The choice affects whether an IRC is required.

• Set up an economic organisation (100% foreign-owned company or joint venture): a foreign investor’s project must obtain an IRC; the organisation may be set up first and the IRC obtained after (Articles 19, 26, 2025 Law on Investment)
• Capital contribution, share purchase or buying capital stakes in an existing company: no IRC required (Article 26), but capital contribution or share purchase registration and market-access conditions apply
• BCC contract: business cooperation without a legal entity; the file includes the BCC contract
• A company that already has foreign capital and a new project: handle the new project, no new company necessarily needed (Article 20)
• An economic organisation with over 50% of charter capital held by foreign investors still follows the conditions and procedures for foreign investors (Article 20)

3. Where to locate?

Location decides the licensing authority, incentives and many other conditions. Choose the site before finalising the IRC file.

• Industrial zone: file with the Industrial Zone Management Board; integrated infrastructure; deal with the zone infrastructure developer on land or factory lease
• Industrial cluster and outside zones: file with the Department of Finance; check planning and land procedures carefully, especially for clusters newly formed after the merger
• Leased ready-built factory: faster to start production; needs a valid lease and the lessor’s legal documents
• IRC conditions on location: documents proving the right to use the site (land-use rights or a lease); consistency with planning; meeting investment-per-land-area and labour conditions if the province sets them (Article 39, Decree 96/2026/ND-CP)
• List of industrial zones and clusters with filters by type and status: see the Locations page
• Incentive locations: some communes and wards of the province are on the incentive location list (see the Investment incentives page and the lookup tool)

Tip: compare at least 2 site options on rent and management fees, power, water and wastewater infrastructure, logistics and incentives before signing a lease.

4. How much capital, and how to prove it?

There is no general minimum capital. Capital must be reasonable for the project scale and the investor must prove financial capacity.

• Evidence of financial capacity: at least one of, for example, the last two years’ financial statements, a parent-company or financial-institution support commitment, or a financial guarantee (Article 32, Decree 96/2026/ND-CP)
• Project investment capital and company charter capital are different concepts; the file must state the capital mobilisation plan
• Charter capital must be fully contributed within 90 days of the enterprise registration certificate (Law on Enterprises), unless the law or licence provides otherwise
• Some sectors require legal capital or a separate deposit

5. What after the licence?

Holding the certificate is not the end. Main initial duties:

• Open a direct investment capital account and remit capital through it
• Contribute capital on time and as committed
• Register tax, e-invoicing, digital signature and make required notifications
• Incentive procedures with the authority for each incentive, based on the incentive content stated in the IRC (Article 24, Decree 96/2026/ND-CP)
• Project schedule as per the certificate; periodic investment reporting; IRC amendment when capital, investor, location or objectives change
• Project implementation procedures: land lease, environment, construction, fire protection, labour (TTK provides an overview; investors will need the relevant specialist providers)

6. Common risks

The mistakes below often lead to requests for supplements, delay or lost incentives.

• Wrong sector or business-line code, or not checking market-access conditions before setting up the company
• A site without valid evidence of land-use rights or not matching planning
• Foreign documents not notarised, consular-legalised or translated into Vietnamese; the investor bears responsibility if the translation differs from the original (Article 5, Decree 96/2026/ND-CP)
• Not identifying incentives in the IRC file, making later additions hard or slow
• Unrealistic capital with no financial evidence
• Late capital contribution or missed periodic investment reports