Vietnam · Guide
Most comparisons of Vietnamese company forms turn on governance: how many directors, who signs what, whether you need a supervisory board.
That is rarely the decision that binds. The clause that changes the outcome sits in the capital rules, and it can remove limited liability from a limited liability company.
This page sets out the five forms the law recognises, narrows them to the two that work for a foreign owner, and explains the capital deadline that governs both.
The five forms, and who they are for
| Form | Owners | Liability | Realistic for a foreign owner |
|---|---|---|---|
| Single member LLC | 1 organisation or individual | Limited to charter capital, with an exception below | Yes, the default |
| Multi member LLC | 2 to 50 | Limited to contributed capital | Yes, for joint ventures |
| Joint stock company | 3 or more, no maximum | Limited to contributed capital | Yes, if you will raise or list |
| Partnership | 2 or more general partners | General partners liable to all their assets | Rarely |
| Sole proprietorship | 1 individual | Owner liable to all their assets | No |
Two of these are disqualified by their own text rather than by preference.
- A sole proprietorship cannot issue securities, its owner may only ever establish one, and that owner cannot simultaneously be a general partner or own a household business.
- A sole proprietorship cannot contribute capital to, or buy shares in, another company, which rules out any group structure.
- A general partner in a partnership must be an individual and is liable to the full extent of personal assets.
- A single member LLC cannot issue shares, except in an equitisation, though it may issue bonds.
LLC or JSC, decided on the facts that actually differ
| Limited liability company | Joint stock company | |
|---|---|---|
| Minimum owners | 1 | 3 |
| Maximum owners | 50 | None |
| Can issue shares | No | Yes |
| Capital deadline | 90 days, fixed by law | 90 days, or shorter if the charter says so |
| Transfer of stakes | Restricted, offer to existing members first | Free, with limited exceptions |
| Suits | Wholly owned subsidiaries, joint ventures | Fundraising, multiple investors, exit by share sale |
For a founder entering Vietnam with one shareholder and no near term fundraising, the single member LLC is the correct default and the joint stock company is an expensive way to add two nominal shareholders.
The case flips when you know you will bring in investors. Moving from an LLC to a JSC later is possible but it is a conversion, not an amendment.
- Adding a fiftieth member closes the door. A multi member LLC that reaches the limit must convert before it can admit anyone else.
- Converting is a filing, not a vote. Both the conversion and the resulting capital structure are registered, and the company operates under the old form until the registrar issues the new certificate.
The 90 day rule, and the carve out almost nobody quotes
Charter capital must be paid in full within 90 days of the enterprise registration certificate being issued. That much every guide says.
The text says more. Articles 47.2, 75.2 and 113.1 all exclude, from that 90 days, the time needed to transport or import contributed assets and to complete ownership transfer procedures.
- Cash contributions get 90 days flat. There is nothing to transport.
- Assets contributed in kind get 90 days plus the logistics, which is a materially different deadline for machinery.
- A joint stock company charter may shorten the period, and a share subscription contract may too.
- The board of a JSC is under an express duty to supervise punctual payment, so the deadline is somebody's named responsibility.
If your contribution is equipment arriving by sea, the deadline you are working to is not the one in the guides.
The clause that ends limited liability
This is the part of the Vietnamese company decision that is worth reading twice.
- 1Day 90 passes with capital unpaidNo automatic penalty is levied. The company's obligations continue
- 2The company must register the reduced capital within 30 daysThe registered charter capital is cut to what was actually contributed
- 3Liability for the gap is measured on the promise, not the paymentMembers answer for obligations incurred before that registration in proportion to what they promised
- 4In a single member company the owner's liability is unlimitedArticle 75.4 makes the owner liable with all of their assets for failure to contribute fully and on time
Read in order, the consequence chain is:
- A member who contributed nothing ceases to be a member by operation of law, without a meeting.
- A member who contributed part holds rights proportional to what was actually paid.
- The unfilled contribution right is sold under a resolution of the Board of Members.
- Everyone who fell short answers for company obligations arising before the reduction is registered, in proportion to the capital they promised.
- In a single member LLC, Article 75.4 makes the owner liable with the entirety of their assets for the failure to contribute and for damage caused by it.
The practical instruction is simple and unpopular: register the charter capital you will actually fund, not the figure that looks impressive on the licence.
Charter capital has no legal minimum and is still a test
The Law on Enterprises sets no general minimum charter capital. That is a real answer, and it is not the whole answer.
- Specific regulated activities carry their own legal capital floors set by sector regulation, not by the Law on Enterprises.
- The figure is assessed for credibility against the project you describe, so an office lease and salaries the capital cannot cover invites questions.
- It is the base for the owner's exposure under the rules above, which cuts against inflating it.
- Changing it later is a registration procedure, not a decision you take internally.
- Increasing it is straightforward, reducing it is not, because a reduction touches creditors and carries its own conditions.
The sensible number is the one that covers your first twelve to eighteen months of committed spending, and no more.
What the form does not decide
A surprising amount of structuring effort goes into choosing a form in the hope that it will solve a different problem. It will not.
| Question | Decided by the form? | Decided by |
|---|---|---|
| Can I own 100% of it | No | The sector, and sometimes the treaty you fall under |
| Do I need an investment certificate | No | Whether there is a foreign invested project |
| What rate of corporate tax applies | No | Revenue, and any incentive attached to the project |
| Must someone reside in Vietnam | No | Article 12.3, which applies to every form |
| How fast can I incorporate | Partly | Mostly the sequencing choice, not the form |
The consequences are worth stating plainly, because each one is a live misconception.
- A joint stock company does not lift a foreign ownership ceiling. If the activity is capped at 49%, it is capped in every form.
- A multi member LLC with a Vietnamese partner does not remove the certificate requirement where a foreign invested project exists.
- Incorporating as a JSC does not signal seriousness to a registrar. It signals that you intend to have shareholders.
- No form escapes the resident representative rule, including a wholly foreign owned single member company.
Settle the sector question first, the capital figure second, and the form third. That order is the reverse of how most entries are planned, and it is the one that avoids rework.
Every company needs a legal representative who lives here
This requirement is structural rather than administrative, and it survives every choice of form.
Article 12.3 of the Law on Enterprises is short and absolute: an enterprise shall have at least one legal representative residing in Vietnam.
- A company may appoint more than one legal representative, with the charter setting out each one's position, rights and obligations.
- If the charter is silent on how those powers are divided, each representative holds full authority to bind the company toward third parties.
- When the resident representative leaves Vietnam, they must authorise another Vietnamese resident in writing to act in their place.
- The person giving that authority stays responsible for how the authorised person performs, so delegating does not transfer the risk.
- In a joint stock company with a board of controllers, more than half of the controllers must have permanent residence in Vietnam.
For a founder who will not relocate, this is the role that has to be solved before incorporation rather than after, and it is treated in full in setting up in Vietnam as a non-resident.
Branch and representative office are not company types
They are alternatives to forming a company at all, and they are frequently confused with it.
| Representative office | Branch | Subsidiary company | |
|---|---|---|---|
| Separate legal person | No | No | Yes |
| May earn revenue in Vietnam | No | Yes, within the parent's scope | Yes |
| Parent exposed to liabilities | Yes | Yes | Limited to capital |
| Typical use | Market study, liaison, sourcing | Regulated cases, existing foreign entity | Almost every operating case |
A representative office that starts selling is the most common structural error made by foreign entrants, because the office is inexpensive and the restriction is easy to forget.
Beneficial ownership is now on the file
Since 1 July 2025, under Law No. 76/2025/QH15, Vietnamese companies must disclose their beneficial owners.
- A beneficial owner is an individual who directly or indirectly holds at least 25% of charter capital or of total voting shares.
- New companies file the list at registration, as part of the establishment dossier.
- Companies registered before 1 July 2025 add the information when they next file any change to their registration, or earlier if they choose.
- The obligation reaches through holding layers, so an offshore parent does not end the enquiry.
If your structure was designed on the assumption that the individual behind it stays off the Vietnamese file, that assumption expired in July 2025.
- 1 Jul 2025Beneficial owner disclosure becomes mandatory
- 1 Oct 2025Tiered corporate income tax replaces the flat rate
- 1 Mar 2026Law on Investment 2025 takes effect
- 31 Mar 2026Decree 96/2026 allows incorporation before the investment certificate
- 1 Jul 2026Conditional business line rules take effect
The bottom line
For most foreign entrants the answer is a single member limited liability company, and the interesting decision is not the form but the number written in the charter capital line.
That number sets the deadline, the exposure and, in a single member company, whether limited liability survives at all. Article 75.4 turns an ambitious capital figure into a personal guarantee if the money does not arrive.
Choose the form in an afternoon. Spend the rest of the week on the capital figure and on whether your contribution is cash or equipment, because that is what changes the deadline you are actually working to.
Once the form is settled, the sequencing of the two certificates is the next decision, and it changed in 2026. It is covered in how to register a company in Vietnam.
Frequently asked questions
What types of company can a foreigner set up in Vietnam?
In practice two: a limited liability company, single member or with 2 to 50 members, and a joint stock company with at least 3 shareholders. Partnerships and sole proprietorships expose the owner to unlimited liability and are almost never appropriate.
How many shareholders does a Vietnamese joint stock company need?
At least three, under Article 111.1 of the Law on Enterprises, with no maximum. A limited liability company can have a single owner, which is why it is the usual choice for a wholly owned subsidiary.
Is there a minimum charter capital in Vietnam?
The Law on Enterprises sets no general minimum. Individual regulated sectors impose their own legal capital floors, and the figure you register is assessed for credibility against the project you describe.
How long do I have to pay in the charter capital?
Ninety days from the issue of the enterprise registration certificate. For contributions in kind, the time needed to transport or import the assets and to transfer ownership is added to that period, under Articles 47.2, 75.2 and 113.1.
What happens if I do not pay the charter capital in time?
The company must register the reduced capital within 30 days. Anyone who fell short remains liable for obligations incurred before that registration, in proportion to the capital they promised rather than the amount they paid.
Does limited liability really protect the owner of a single member company?
Not where charter capital is unpaid. Article 75.4 makes the owner liable with all of their assets for failing to contribute fully and on time, and for damage that failure causes.
Can I use a representative office instead of a company?
Only if you will not earn revenue in Vietnam. A representative office may study the market, liaise and source, but it cannot trade, and the parent remains exposed to its liabilities.
Do I have to disclose who ultimately owns the company?
Yes, since 1 July 2025 under Law No. 76/2025/QH15. A beneficial owner is an individual holding at least 25% of charter capital or voting shares, directly or indirectly, and new companies file the list at registration.
Does a joint stock company let me own more of a restricted business?
No. Foreign ownership ceilings attach to the activity, not to the corporate form, so an activity capped at 49% is capped at 49% whether you use a limited liability company or a joint stock company.
Can I change from an LLC to a joint stock company later?
Yes, but it is a conversion procedure rather than an amendment, so it carries its own filings and timing. If you already know you will raise capital from several investors, starting as a joint stock company avoids the step.
Sources
- Law on Enterprises No. 59/2020/QH14, full text: Article 46 on the 2 to 50 member limit, Article 111 on the 3 shareholder minimum, and Articles 47, 75 and 113 on the 90 day capital deadline
- Law on Enterprises No. 59/2020/QH14, Article 75.4: the single member owner's liability for unpaid charter capital extends to all of the owner's assets
- Allen and Gledhill on Law No. 76/2025/QH15: the beneficial ownership disclosure regime in force from 1 July 2025 and the 25 percent threshold
- Watson Farley and Williams on the 2025 amendments to the Law on Enterprises, including the beneficial owner definition and filing points
Every structural rule on this page is taken from the text of the Law on Enterprises No. 59/2020/QH14 itself, cited by article, rather than from a summary. The beneficial ownership regime comes from Law No. 76/2025/QH15, which took effect on 1 July 2025, and is described here from law firm analysis of that text. The statement that no general minimum charter capital exists is a negative reading of the Law on Enterprises: it sets none, while separate sector regulations do impose legal capital floors on specific regulated activities, and those are not listed here. Market practice on what registrars accept as a credible charter capital figure is practitioner observation, not law, and should be confirmed for your activity and province before you file. This is not legal or tax advice.