Vietnam Business Registration Types: LLC, JSC, Rep Office and What Foreigners Can Own

Vietnam has six main business structures available to foreign investors. Each comes with different ownership rules, liability exposure, capital requirements, and administrative burden. Choosing the wrong structure early can mean costly restructuring later, so it pays to understand your options before you start.

This guide covers all six structures under the Enterprise Law 2020 and Investment Law 2020 (as updated through 2024), with a plain-English explanation of what each one means in practice.

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1. Limited Liability Company (LLC / Cong ty TNHH)

The LLC is the most common structure for foreign investors entering Vietnam. It comes in two forms.

Single-Member LLC (Cong ty TNHH mot thanh vien)

One owner, which can be a foreign individual or a foreign company. The owner can hold 100% of the charter capital, making this the cleanest structure for solo foreign-invested projects.

Liability is limited to the amount of registered capital. The owner is not personally responsible for debts beyond their capital contribution. Governance is straightforward: no board of shareholders meetings, no complex share transfer mechanics.

Multi-Member LLC (Cong ty TNHH hai thanh vien tro len)

Between 2 and 50 members. Members hold capital contributions rather than shares. Transferring your stake to an outsider requires offering existing members first right of refusal and following a formal approval process.

This structure suits joint ventures where two or more parties (including a mix of foreign and Vietnamese investors) want to run a business together with defined ownership percentages.

Key facts for both LLC types:

• No universal minimum charter capital for general trading or services businesses, but capital must be sufficient for actual operations
• Industry-specific minimums apply in regulated sectors (see Charter Capital section below)
• Cannot issue shares or list on a stock exchange
• Simpler governance than a Joint Stock Company

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2. Joint Stock Company (JSC / Cong ty Co phan)

A JSC requires at least three shareholders and issues shares rather than capital contributions. Shares can be transferred freely unless the company charter restricts it, and a JSC can eventually list on the Ho Chi Minh Stock Exchange or Hanoi Stock Exchange.

Governance is more complex:

• General Meeting of Shareholders (highest authority)
• Board of Directors (management oversight)
• Supervisory Board or independent auditors (depending on structure)

Certain licensed industries require the JSC structure. Banks, insurance companies, and securities firms operating in Vietnam must register as JSCs. For most other foreign investors, the additional administrative burden rarely justifies choosing a JSC over an LLC unless you are raising capital from multiple investors or planning a future IPO.

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3. Partnership (Cong ty Hop danh)

A partnership requires at least two general partners who carry unlimited personal liability for the firm's obligations. Limited partners can also participate but cannot manage the business.

Partnerships cannot issue securities. They are rarely used by foreign investors, largely because unlimited liability makes the structure unattractive compared to an LLC. The main use case is professional services firms where regulations require this form.

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4. Private Enterprise (Doanh nghiep tu nhan)

A private enterprise is 100% owned by a single individual and carries unlimited personal liability. This structure is only available to Vietnamese citizens. Foreign nationals cannot register a private enterprise.

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5. Representative Office (Van phong dai dien)

A representative office is not a legal entity. It cannot conduct commercial activities, sign contracts on behalf of the parent company, generate revenue, or issue invoices in Vietnam.

What a rep office can do:

• Promote the parent company's products and services
• Conduct market research
• Act as a liaison between Vietnamese partners and the foreign parent
• Build relationships ahead of a full market entry

The setup process is simpler and faster than registering a full company, and ongoing compliance requirements are lighter. For foreign companies that want to test the Vietnamese market before committing to a full investment, a rep office is a sensible first step.

Foreign staff working at a rep office still require valid work permits.

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6. Branch Office (Chi nhanh)

A branch is an extension of the foreign parent company, not a separate legal entity. Unlike a rep office, a branch can conduct business activities and sign contracts in Vietnam.

The catch is that the parent company carries unlimited liability for everything the branch does. Branches are also sector-restricted. Vietnam only permits branches in specific industries, such as banking, legal services, and some trading sectors. For most manufacturing or services businesses, a branch is not an option.

The majority of foreign investors go with an LLC rather than a branch for precisely these reasons.

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Foreign Ownership Limits and Restricted Industries

Under the Investment Law and Vietnam's WTO commitments, some industries restrict or prohibit foreign ownership. The current position is roughly as follows.

Generally open to 100% foreign ownership:

• Manufacturing and processing
• IT and software development
• E-commerce platforms
• Business consulting and management services
• Restaurant, food and beverage, and hospitality
• General trading (with some product-specific conditions)

Conditional or restricted sectors:

• Real estate: foreigners can own apartments and villas on 50-year renewable terms but cannot own land; development projects require Vietnamese joint venture partners in some cases
• Education: up to 100% foreign ownership is permitted but requires licensing
• Healthcare: licensed, subject to conditions
• Media and publishing: joint ventures with Vietnamese partners required
• Telecommunications: foreign ownership capped at 49%
• Transportation: limits vary by mode (aviation, road, maritime each have specific rules)
• Banking and finance: foreign strategic investors in domestic banks are capped at 30%; foreign banks can establish 100% foreign-owned banks subject to licensing
• Agriculture: conditional, with land use restrictions

Prohibited entirely:

• National defense and security-related industries
• Activities involving state secrets
• Production of toxic chemicals and certain controlled substances
• Some forms of gambling (licensed casinos are permitted under specific conditions)

Always check the current conditional business investment list published by the Ministry of Planning and Investment before finalising your business plan. The list is updated periodically.

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IRC vs ERC: The Two Certificates You Need

Foreign-invested companies in Vietnam need two separate certificates before they can operate.

Investment Registration Certificate (IRC) Issued by the Department of Planning and Investment (DPI) of the relevant province, or by the Ministry of Planning and Investment for larger projects. The IRC approves your investment project, confirms the investment amount, and lists permitted business activities.

Enterprise Registration Certificate (ERC) Issued by the Business Registration Office under the DPI. The ERC formally registers your company as a legal entity with a tax code.

You apply for the IRC first, then the ERC. Total timeline is typically 15 to 30 business days from submitting a complete application, though it varies by province and industry.

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Charter Capital: What You Need to Know

There is no universal minimum charter capital for general trading or services companies. However:

• Real estate: minimum 20 billion VND
• Banking: much higher thresholds set by the State Bank of Vietnam
• Insurance: varies by type of insurer
• Other licensed sectors: check sector-specific regulations

Even where no legal minimum exists, your declared capital should reflect what the business actually needs to operate. Authorities can reject permit applications or flag under-capitalised companies during audits.

Once your ERC is issued, you must transfer your registered charter capital into the company's foreign direct investment bank account within 90 days. Missing this deadline can result in administrative penalties.

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Which Structure Is Right for You?

For most foreign investors, the answer is a Single-Member LLC. It offers full foreign ownership, limited liability, and the simplest ongoing governance requirements.

A Multi-Member LLC makes sense for joint ventures with Vietnamese or other foreign partners. A JSC becomes relevant if you are raising capital from a wide investor base or operate in a sector that legally requires it.

Rep offices suit companies that want a legal presence for business development without committing to a full investment. Branches are niche, useful mainly in sectors where they are specifically permitted.

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Ready to Register Your Vietnam Company?

Our company setup service covers everything from structure advice and document preparation to IRC and ERC applications. We handle the paperwork so you can focus on building the business.

Get in touch to discuss your specific situation and get a clear timeline and cost estimate.

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Published April 2026. Business registration regulations, foreign ownership limits, and sector-specific requirements in Vietnam change regularly. This article is for general information only and does not constitute legal or investment advice. Verify current requirements with a qualified adviser before making any decisions.