Vietnam and Mainland China Expansion: How Regional Businesses Can Plan Both Markets

Hero visual: Dual-market planning requires connected but separate Vietnam and Mainland China workstreams. Original editorial illustration; no third-party asset.

A Vietnam-based business can plan a Mainland China launch while continuing to operate at home, but it is not a single incorporation task. It combines Vietnam outward-investment and foreign-exchange work with Mainland China market-access, registration, licensing and operating controls. The useful question is: what activity, in which city, funded and governed by which entity, will the group carry out? 1 5

Direct answer: Vietnam and Mainland China expansion should be planned as two connected compliance projects. A Vietnam-based investor needs to assess Vietnam’s outward-investment and foreign-exchange requirements. In Mainland China, the proposed activity must be screened against the foreign-investment Negative List, then matched to local registration documents, licences, tax, FX, reporting and people controls. Being outside the Negative List does not remove other approvals. 1356

Plan the expansion as two linked workstreams, not one market entry

The first planning decision is architectural. “Mainland China” is a separate legal and tax jurisdiction from Hong Kong; conclusions about Hong Kong incorporation, banking or profits tax should not be transferred to a Mainland China entry plan. For a Vietnamese company, an investment into a Chinese entity sits on both sides of the border: Vietnam regulates the outward investment and Mainland China regulates the inbound foreign investment and the local operating activity. Each side has its own authorities, documents and decision points. 1 5

This distinction changes the order of work. Start with the product or service, customers, city, people, premises, IP, funding source and decision makers. These facts feed the Vietnam outward-investment assessment and Mainland China access screen. Only then should the group settle the business scope, vehicle, address, capital plan and local registrations. This prevents filing a business scope before the activity has been tested. 1 5 8

For clarity, an Outward Investment Registration Certificate (OIRC) is Vietnam’s certificate for outward-investment projects that require one under the current framework. A foreign-invested enterprise (FIE) is an enterprise incorporated under Chinese law and wholly or partly invested by a foreign investor. “WFOE” remains a widely used commercial shorthand, but the Foreign Investment Law’s statutory definition is FIE; use the legal form and local terminology that the target authority requires. 1 5

This article provides qualified general information for commercial planning. It does not determine a company’s licensing, tax, foreign-exchange, immigration, treaty or investment outcome. A filing plan should be reviewed against the current Vietnamese and Chinese originals, target-city rules and the specific group facts before documents are signed or funds are moved. 1 2 5

Figure 1. Vietnam-to-Mainland China workstream map: sequence the commercial facts, outbound screen, Mainland China access screen, local registrations and operating controls. Original editorial diagram based on cited authority sources. 1 2 3 5 6 8 10 13

Gate 1: Complete the Vietnam outbound-investment screen before moving capital

Vietnam’s Law on Investment 2025 requires an outward investor to comply with Vietnamese law, the law of the investment-receiving country and relevant international treaties. Establishing an economic entity under the receiving country’s law is expressly one form of outward investment. This means the Chinese registration process cannot be treated as a substitute for the Vietnam-side review, even where a local Chinese incorporation route appears straightforward. 1

Start with sector, investor and funding facts

The screen should identify the Vietnamese investor, ownership profile, proposed investment amount, source of funds, target activity and destination entity. Banking, insurance, securities, press, radio and television, and real-estate business are conditional outward-investment sectors under Article 41 of the 2025 Law. A project may also carry restrictions because of the host-country activity. This is why an internal business description needs more detail than a broad label such as “trading”, “technology” or “consulting”. 1

Decree No. 103/2026/NĐ-CP is the current outward-investment implementing instrument. It states that an outward-investment project below VND 7 billion and outside conditional outward-investment sectors can proceed through foreign-exchange transaction registration without an OIRC. The same provision makes the boundary important: the route is not an exemption from foreign-exchange rules, and it should not be described as permission to transfer funds freely. 2 3

Treat the VND 7 billion test as a branching question, not a safe harbour

Where an OIRC route applies, the official Decree 103 explainer identifies elements including an outward-investment decision and a tax authority confirmation that tax obligations have been completed; the confirmation must be no more than three months old when the project dossier is filed. The Ministry of Finance is the stated issuing authority for projects at or above VND 7 billion or in conditional outward-investment sectors, subject to Decree 103 exceptions. These are procedural reference points, not an end-to-end launch timetable. 3

The foreign-exchange implementation needs a current check at the time of action. In June 2026, the State Bank of Vietnam said it was completing a replacement circular for foreign-exchange management of outward investment, including first-time foreign-exchange transaction registration and overseas investment capital account guidance for projects not requiring an OIRC. Therefore, a board should hold the funding instruction until its bank and advisers confirm the current implementing rules, documents and account treatment for the actual investor and project. 4

A practical output is a signed “investment fact sheet”: group structure, sector result, intended Chinese activity and city, funding amount and currency, source of funds, decision maker, proposed transfer sequence and open questions. Use it as the single source of truth for the Vietnam process, Mainland China registration pack and bank due diligence. 1 3 4

Gate 2: Use the Mainland China Negative List as an access screen, then test licences separately

A Vietnamese enterprise establishing or investing in an enterprise in Mainland China is within the Foreign Investment Law’s definition of foreign investment. The law applies pre-establishment national treatment together with the Negative List: the list contains special administrative measures for foreign-investment access, and fields beyond it receive domestic-equivalent treatment. This is an access framework. It is not a blanket operating licence, a tax result or a clearance of every security and sector rule. 5

The current national reference retained in the official source pack is the 2024 Negative List, effective 1 November 2024. It reduced restrictive measures from 31 to 29 and removed foreign-investment access restrictions in manufacturing. The latter statement should be read precisely. It concerns foreign-investment access restrictions in that sector; it does not say every manufacturing activity is licence-free, environmentally cleared, or suitable for every city, site or product. 6 7

Article 28 prohibits investment in fields forbidden by the list and requires restricted fields to meet the listed conditions. Article 29 preserves any required project verification or record-filing, Article 30 preserves licences required by law, and Article 35 provides for a foreign-investment security-review system where an investment affects or may affect national security. A robust screen therefore asks about the intended activity, not only the label on the intended legal entity. 5

Figure 2. Negative List and licensing separation: an access screen, not an approval. Original editorial decision tree based on the Foreign Investment Law and official 2024 list sources. 5 6 7 8

Create a “business-scope translation” table before applying. Describe the activity in plain language, identify whether it involves manufacturing, import/export, data handling, a regulated profession, finance, controlled products or site-specific approval, then record the target city’s confirmation path. This is a question list for local counsel and authorities, not a self-certification that the activity is unrestricted. 5 6 8

Gate 3: Select a vehicle only after the activity and local evidence are clear

The central vehicle choice is between an operating foreign-invested company and a representative office, but it should be framed as a scoping decision rather than a shortcut. An FIE is an enterprise incorporated under Chinese law and wholly or partly invested by a foreign investor. Its organisation, institutional framework and conduct are governed by the Company Law, Partnership Law and other applicable laws. The appropriate legal form, business scope and licence set remain questions for the target city and sector. 5

Shanghai’s official foreign-invested-company registration guide illustrates the evidence categories an operating-company application can involve: a registration application, articles of association, shareholder qualification or identity documents, appointment and identity materials for the legal representative, directors, supervisors and senior managers, and documentation proving lawful use of the business domicile. Where the business scope includes an approval item, approval or licence materials are also relevant. The guide is a Shanghai example, not a national dossier or promised timeline. 8

Shanghai’s representative-office guide illustrates why an RO should not be selected merely because it appears lighter. Its listed material includes parent-company domicile and lawful-business evidence, articles or organisational agreement, authorisation, appointment materials for the chief representative and representatives, a bank reference on the parent’s financial credibility, representative identification and resumes, and premises-use evidence. It also refers to possible approval documents. The permission boundary for a proposed RO must be confirmed in the target city and sector; this article does not assume that an RO can trade, invoice or earn income. 9

Once the entity or office is registered, local steps continue. The Foreign Investment Law requires FIEs to handle tax, accounting, foreign exchange, labour protection and social insurance in accordance with applicable law. It also establishes a foreign-investment information-reporting system through enterprise-registration and enterprise-credit-information systems. The State Council has said the reporting system is not a new administrative approval precondition, but Article 34 still makes information submission a statutory element of the framework. 5 13

Foreign-exchange mechanics need the same local discipline. Shanghai’s government page, sourcing SAFE, says newly established FIEs may choose an eligible registered bank to process basic-information registration and lists supporting-document categories. It is useful as an implementation example, not a promise that every province, bank, entity form or funding path will use the same sequence. Ask the proposed bank and target-city advisers to validate the current method before a capital injection or cross-border payment is scheduled. 10

Figure 3. Operating-company versus representative-office validation matrix. Original comparison visual based on Shanghai official local examples; do not treat it as a national checklist or a statement of permitted RO activity. 8 9 10

Gate 4: Build operating controls before the first commercial commitment

A registration certificate is not the end of readiness. Use an owner-by-owner control register connecting business scope, licences, bank and FX steps, tax and invoicing, accounting, labour and social insurance, investment reporting, IP, data and cross-border contracts. Assign a Vietnam or Mainland China owner, evidence to retain and review date before contracting or onboarding. 5 8 10 13

Business scope deserves special governance. Sales teams may describe a service broadly, while the legal filing uses a narrower expression. A product launch, cross-border service bundle or new customer segment can introduce activities that need a different business-scope description, an additional licence or a new local review. Establish a change-control rule: commercial leaders must route a proposed new activity through the Mainland China legal, finance and operations owners before it is quoted, contracted or marketed. 5 8

People and data should be planned as operating facts, not post-registration administration. Article 32 expressly places labour protection, social insurance, tax, accounting and foreign-exchange matters within the FIE compliance framework. Depending on the role and location, the group may also need employment, immigration, payroll, personal-information, cybersecurity, industry or data-transfer advice. None of those questions is resolved simply because a business is outside the Negative List. 5

The Vietnam parent should retain clean records, distinguish parent and Mainland China-entity commitments, document intercompany services and IP arrangements, preserve funding evidence, and identify which entity signs and bears each cost. VietPard’s Vietnam bookkeeping and tax service may help maintain Vietnam-side records, but Mainland China and cross-border tax positions need appropriately qualified advice. 1 5

Tax and treaty: use reference points to escalate questions, not to forecast the outcome

The published standard enterprise income tax reference in Mainland China is 25%. Beijing’s government guidance also describes lower treatments for specified qualifying categories, including certain high-tech enterprises and technologically advanced service enterprises. The correct conclusion is not that a project in a particular city automatically receives 15%. Eligibility depends on the current rule, category, accreditation or other qualifying facts, and needs verification before the rate is used in a business case. 11

Official Mainland China–Vietnam agreement, protocol and exchange-of-notes documents are listed by the Guangdong Provincial Tax Service. Their availability is a useful signal to escalate cross-border tax questions early; it is not evidence that treaty relief will apply automatically. Do not insert a treaty rate, withholding result, permanent-establishment conclusion, VAT outcome, transfer-pricing result, tax-residence conclusion or profit-repatriation result into an operating plan without reviewing the current treaty texts, domestic procedures and the transaction facts with advisers in both markets. 12

Begin the tax workstream with a transaction map, not an estimate. Record anticipated goods, services, royalties, management charges, loans, dividends, reimbursements and cost sharing; then identify payer, payee, contracting entity, people, place of performance, documents and accounting treatment. This exposes mismatches before payments begin. 5 11 12

Figure 4. Tax and treaty escalation checklist. The 25% standard EIT reference is context only; this original visual is not a tax estimate or eligibility determination. 5 11 12

Use a staged dual-market plan with evidence gates rather than promised months

A dependable project plan measures readiness by completed evidence, not generic formation durations. Stage one is commercial fact-finding: target city, customer proposition, business-scope draft, premises assumption, staffing model, IP and funds. Stage two is investment and access validation: Vietnam outbound screen, Negative List screen, sector-licence and security questions, and initial tax/FX escalation. These stages should finish before irrevocable commitments such as a long lease, customer delivery date or capital-transfer instruction are made. 1 3 5 6

Stage three is entity and funding design. It includes the chosen vehicle, required corporate evidence, lawful-domicile plan, appointments, authorised signatories, local document format and the coordinated Vietnam funding path. Stage four is controlled launch: registrations, licences, accounts and FX steps, tax and accounting setup, information reporting, employment controls, contract approvals and a calendar of recurring obligations. The dates depend on completeness, city practice, translations, legalisation, sector conditions and bank review; no universal end-to-end timeline should be promised. 3 4 8 9 10

Dual-market readiness checklist

Decision aid. Dual-market readiness checklist. Original editorial checklist based on cited authority sources. 1 3 4 5 6 8 10 13

What this means for a Vietnam-based founder or regional finance lead

For the founder, make the model specific enough to test: city, first customer route, activity, product or service, people plan and capital need. Avoid a broad Mainland China plan based on market size or an assumption that the vehicle can simply be widened later. Translate activity into a scope, access and evidence map before a regulator or bank sees a different description. 5 8

For the regional finance lead, the priority is control of the funding and transaction story. Reconcile the investment decision, Vietnam tax status, OIRC/foreign-exchange branch, Mainland China entity documents, source of funds, currency route, accounting records and planned intercompany flows. The Decree 103 threshold does not dispense with the need to verify foreign-exchange treatment, and the June 2026 SBV notice shows why a dated bank confirmation belongs in the file. Set one version-controlled fact sheet and require legal, tax and banking advisers to work from it. 2 3 4

For an operations lead, success means making local readiness an owned sequence. Do not recruit, invoice, store data, occupy premises or commit to a launch date until the responsible Mainland China owner confirms that business scope, local registrations, licences, FX, tax/accounting, labour/social-insurance and information-reporting tasks have been assigned. This approach does not slow commercial ambition; it prevents a sales or delivery promise from silently becoming a regulatory commitment that the local vehicle cannot yet support. 5 8 10 13

Common mistakes to avoid

Treating a Mainland China entity registration as the first step is a common mistake. The access screen should precede final vehicle selection because an activity may be prohibited, restricted, licensed or otherwise subject to project, security or local conditions. A better sequence is to define the activity, screen it against the current list and other relevant rules, then align the business scope and documents with the confirmed route. 5 6 7

Another mistake is treating the VND 7 billion threshold as a free-transfer threshold. Decree 103 describes a non-OIRC route for qualifying projects under the threshold outside conditional sectors, but it explicitly directs investors to foreign-exchange transaction registration. The SBV’s June 2026 notice also means the precise implementing method should be confirmed when the group is ready to transfer capital, not copied from a prior transaction. 3 4

Avoid selecting a representative office based on a slogan such as “simple market testing”. Shanghai’s official list shows a distinct, evidence-heavy RO registration pack, including parent-company and financial-credit materials. It does not establish a universal operating permission for all ROs. Confirm the proposed location, sector, treaty context where relevant and intended activities before the group assumes that an RO can undertake a proposed revenue, invoicing, trade or contracting activity. 9

Finally, do not use a tax-rate headline as an approval, incentive or group-tax conclusion. The 25% standard EIT reference and qualification-dependent lower rates are useful planning inputs, but the result can change with the taxpayer, activity, location, accreditation, contracts, people, payment flows and current law. Escalate treaty and intercompany questions to advisers in both markets before contracts or prices become fixed. 11 12

Plan the evidence before the entity; For a Vietnam-side and destination-market readiness review before you commit capital or submit documents, explore VietPard’s Hong Kong and Mainland China expansion support.

Frequently asked questions

Can a Vietnamese company establish a company in Mainland China?

It may be possible, but the project needs two screens. Vietnam’s outward-investment framework applies to the Vietnam investor, while Mainland China’s Foreign Investment Law applies to the inbound investment and local activity. The group should confirm the Vietnam OIRC/FX route, then test Mainland China Negative List access, business scope, local documents, licences and operating controls. A host-market incorporation does not complete the Vietnam-side process. 1 3 5 8

Does Mainland China require a Chinese partner for every foreign-invested business?

No universal rule follows from the Foreign Investment Law. Mainland China applies national treatment beyond the Negative List, while activities on the list must meet the stated foreign-investment conditions. The current 2024 list reduced restrictive measures to 29 and removed foreign-investment access restrictions in manufacturing. That does not answer every sector, licence, security or local implementation question, so the exact activity must still be reviewed. 5 6 7

What is the Mainland China Foreign Investment Negative List?

It is the national framework of special administrative measures for foreign-investment access. The Foreign Investment Law states that foreign investors cannot invest in fields that the list prohibits and must satisfy the conditions for restricted fields. Activities not on the list receive domestic-equivalent access treatment, but may still require licences, filings, local registrations or security review. Use the current national list and validate the target-city implications. 5 6 7

Is a WFOE the same as a foreign-invested enterprise in Mainland China?

WFOE is commonly used commercial shorthand, but the Foreign Investment Law defines a foreign-funded enterprise as an enterprise incorporated under Chinese law and wholly or partly invested by a foreign investor. Its organisation and conduct are subject to the Company Law, Partnership Law and other applicable laws. The group should use the legal form, business scope and local terminology required for the actual project rather than rely on a generic label. 5

Can a representative office trade or earn income in Mainland China?

Do not assume so from a generic RO label. The official Shanghai guide establishes a distinct registration dossier and refers to possible approval documents; it is not a national statement of every RO’s permitted commercial scope. The target city, sector, intended contract and treaty context where relevant should be reviewed before the group assumes that an RO can undertake a proposed revenue, invoicing, trade or contracting activity. 9

What is the corporate income tax rate in Mainland China?

The published standard enterprise income tax reference is 25%. Official Beijing guidance also lists lower treatments for particular qualifying categories, such as certain high-tech or technologically advanced service enterprises. Whether a company can use a preferential treatment depends on the then-current eligibility conditions, its facts and applicable procedure. It should not be presented as a default rate for an industrial park, city or foreign-invested company. 11

Conclusion: build the fact pattern before you build the entity

Vietnam Mainland China business expansion is most manageable when it is governed as one commercial programme with two jurisdictional tracks. Begin with a precise activity and city, complete Vietnam’s outward-investment and foreign-exchange triage, use the Mainland China Negative List as an access screen rather than an approval, and then align the selected vehicle, documents and controls with local requirements. The material legal, tax, licensing and FX questions are fact-specific, so refresh the law and obtain qualified local review before filing or funding. 1 3 4 5 6

The next practical action is to convene commercial, finance and operations owners around the four-gate workstream map. Produce one version-controlled fact sheet, identify the target city and exact activity, then seek current Vietnam, Mainland China and bank confirmations for the unresolved gates. That sequence gives advisers a usable brief and gives management a defensible basis for deciding whether, when and how to proceed. 4 5 8 10

Sources and Further Reading

All sources were live-checked on 10 September 2026. Sources [8]–[11] are local Shanghai/Beijing guidance or implementation examples and must not be generalised to all of Mainland China. Chinese and Vietnamese originals and current local rules should be confirmed for filings.

[1] Government News of Viet Nam. “Viet Nam’s Law on Investment 2025, Law No. 143/2025/QH15.” 31 July 2026; effective 1 March 2026. Accessed 10 September 2026. Source link

[2] Vietnam Government legal database. “Decree No. 103/2026/NĐ-CP: Regulations on outward investment.” issued 31 March 2026; effective 3 April 2026. Accessed 10 September 2026. Source link

[3] Chinhphu.vn. “Conditions and procedures for grant of Outward Investment Registration Certificate.” 4 April 2026. Accessed 10 September 2026. Source link

[4] Chinhphu.vn (reporting State Bank of Vietnam response). “New guidance will be issued on opening an overseas investment capital account.” 25 June 2026. Accessed 10 September 2026. Source link

[5] State Council of the People’s Republic of China. “Foreign Investment Law of the People’s Republic of China.” promulgated 15 March 2019; effective 1 January 2020. Accessed 10 September 2026. Source link

[6] State Council of the People’s Republic of China. “China releases 2024 negative list for foreign investment access.” 10 September 2024; list effective 1 November 2024. Accessed 10 September 2026. Source link

[7] Shanghai Municipal People’s Government. “Negative lists for foreign investment access.” 6 December 2024. Accessed 10 September 2026. Source link

[8] Shanghai Municipal Administration for Market Regulation. “Registration of foreign-invested companies or foreign-invested branch companies.” n.d.. Accessed 10 September 2026. Source link

[9] Shanghai Municipal Administration for Market Regulation. “Registration of establishing permanent representative offices of foreign (regional) enterprises.” n.d.. Accessed 10 September 2026. Source link

[10] Shanghai Municipal People’s Government / SAFE source. “Foreign exchange registration.” n.d.. Accessed 10 September 2026. Source link

[11] People’s Government of Beijing Municipality. “Overview: Preferential Tax Rates for Enterprise Income Tax.” 19 March 2024. Accessed 10 September 2026. Source link

[12] Guangdong Provincial Tax Service, State Taxation Administration. “Vietnam: Agreement between the PRC and the Socialist Republic of Viet Nam for Avoidance of Double Taxation.” n.d.. Accessed 10 September 2026. Source link

[13] State Council of the People’s Republic of China. “China’s foreign investment reporting system to ease burden for investors.” 3 January 2020; system effective 1 January 2020. Accessed 10 September 2026. Source link