FOREIGN-INVESTED COMPANY ESTABLISHMENT SERVICES IN VIETNAM (2026): TYPE OF BUSINESS IN VIET NAM – AN EXPLAINER
Foreign investors entering the Vietnamese market may select from several business structures depending on their investment objectives and operational needs. The most common forms include Representative Office; Limited Liability Company; Joint-Stock Company; Branch Office; Joint Venture; Public Private Partnership. Each entity type has its own legal characteristics, requirements, and scope of operation under Vietnamese law. The following sections provide an overview of these business structures, together with their key features and legal considerations.
Prospective clients seeking assistance with procedures for establishing a foreign-invested enterprise in Vietnam are kindly invited to contact Dai Quang Minh Law Firm via Hotline: 0932 191 299; Zalo: 0932 191 299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for complimentary consultation and comprehensive, efficient, and accurate legal services.
In addition, Dai Quang Minh Law Firm provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.
Contact:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat: (+84) 337926405 (ID: _pouniverse)/ (+84) 869672216 (ID: DQM_Verna)
- Telegram: (+84) 337926405/ (+84) 869672216
I. Representative Office
A Representative Office (RO) offers a low-cost entry option for many companies, and, are among the most common for companies that are first-time entrants to the Vietnamese market.
RO’s are often suitable for companies that may be seeking to gain a better understanding of the Vietnamese market with a smaller initial investment, and may be used to pave the way for a larger presence within the country in future years.
RO's are currently permitted to engage in the following activities:
- Conducting market research;
- Acting as a liaison office for its parent company;
- Promoting the activities of its head office through meetings and other activities that lead to business at later stages.
Requirements and registered capital
Registered capital is not a statutory requirement for setting up an RO in Vietnam. However, they must have been operating in their home country for at least one year.
Time to establish
ROs can be set up in between six to eight weeks and is prohibited from conducting any profit-generating activities in Vietnam. We recommend hiring a professional service to deal with the myriad of laws and procedures. Given the absence of in-country revenue and associated licensing requirements, the setup process for this option does not entail as many bureaucratic procedures as others.
A RO license is valid for five years but can be extended as many times as the company deems necessary as long as the total length of existence of the RO does not exceed the effective period on the company’s Incorporation Certificate or its equivalent (if any).
II. Limited Liability Company – 100% Foreign-Owned Enterprise
Typically, investors seeking to setup a LLC will be looking at Vietnam’s “100 percent Foreign-Owned Enterprise”.
An LLC is an incorporated company, with limited legal liability, while a joint stock company is a variation of the same, but which is intended by the investor to become a publicly traded company.
Limited liability companies (LLC) are the most common form of investment for foreign investors due to their reduced liability and capital requirements.
Requirements and registered capital
For most sectors and business lines, Vietnam requires no minimum capital requirements. However, the registered capital will be assessed by The Department of Planning and Investment for whether it is adequate to cover the expenses of the business until it generates enough revenue to cover its costs. It is possible to setup a basic business services company with less than US$10,000 in some cases, but in most cases it would be at or above this threshold, depending on the nature of the business.
It is best to verify whether your business may require minimum capital investment however, given that some industry sectors (business lines) do have requirements.
Examples include:
- Finance, Banking, Insurance and Fin-tech;
- Language centers or Vocational schools;
- Real estate companies;
Ownership
LLCs can be broken down into two types: single-member LLCs which have only one owner, and multiple-member LLCs, which will have more than one stakeholder. These owners can be private individuals or companies, depending on the requirements of a given investor.
Time to establish
The setup time for a WFOE ranges between two to four months on average, depending on the sector and licensing requirements. JSCs must have at least three founding shareholders when they are established. These can be individuals or companies, depending on the requirements of a given investor.
III. Branch Office
Branch offices (BO) in Vietnam are limited to certain types of service businesses, such as finance and banking. BOs are service providers and provide services other than those specified in specialized legislative documents . BOs may also hire staff directly.
Branch Offices are permitted to engage in the following activities:
- Rent offices;
- Lease or purchase the equipment and facilities required for operations;
- Recruit local and foreign employees;
- Remit profits abroad;
- Purchase and sell goods and commercial activities per licensing;
- Set up accounting, marketing, and HR departments to represent the parent company.
Requirements and registered capital
The BO will need to obtain an establishment license and have a seal with the name of the parent company. Foreign companies may appoint a manager from their country of origin. This employee must get a work permit to work in Vietnam.
Ownership
Foreign companies may appoint a manager from their countries of origin; however, this employee must get a Vietnam work permit to be hired as a BO manager.
Time to establish
The Department of Industry and Trade approves the registration of the BO after the company submits all the documents with the process taking about 20 working days.
IV. Joint Venture
A Joint Venture (JV) is a partnership of companies that are created for a specific business purpose. The owning partners of a foreign-invested Joint Venture can comprise at least two foreign entities or at least one foreign and at least one local entity.
Ownership
Statutory guidelines on foreign ownership impose a minimum contribution of 30 percent. Beyond this, foreign investors may choose a majority stake with ownership exceeding 50 percent, or a minority share ownership of less than 50 percent in most sectors, given that most industries are open to up to 100 percent foreign ownership. However, the government also mandates minimum contributions for domestic partners in JVs in some industries.
These business fields require a foreign investor to form a joint venture with a local partner to enter the market:
- Advertising services;
- Agriculture, hunting, and forestry-related services;
- Telecommunication services;
- Travel agencies; Tour operator services; Entertainment services;
- Electronic gaming businesses;
- Container handling; Customs clearance services; Auxiliary transport services;
- Internal waterways transport, rail, and road transport services.
For investors purchasing stakes in state-owned enterprises equitized on Vietnam’s exchanges, the JSC structure is required.
Requirements and registered capital
The capital requirements for JVs are the same as for 100 percent FOEs, which is discussed in our Setting Up a Business in Vietnam guide here.
Time to establish
Under the laws of Vietnam, setup time for a 100 percent LLC will be divided into two stages:
- Obtain Investment Registration Certificate: 15 days
- Obtain Enterprise Registration Certificate: 3 working days
However, the time it takes to find a JV parter, conduct appropriate checks and due dilligences, and negotiate a deal may take anywhere from 3 to 6 months.
V. Business cooperation contract
A Business Cooperation Contract (BCC) is an officially recognized vehicle for foreign investment in Vietnam. It is a contractual agreement executed by the authorized representatives of the participating parties, specifying their respective obligations and the method for allocating business outcomes. Foreign investors may choose a BCC as a way to commence business activities in Vietnam without establishing a separate legal entity. Nevertheless, an Investment Registration Certificate (IRC) must still be obtained prior to entering into the agreement, and the contract must clearly set out each party’s capital and non-capital contributions.
Typically, post-licensing procedures take approximately 2 - 3 months or longer.
Under a BCC, the parties may combine capital, assets, resources, technical know-how, or experience to jointly implement a particular project or business activity. Instead of incorporating a new company, the parties operate within the cooperative structure defined by the contract, which regulates governance, operational management, and the allocation of profits or output.
VI. Public Private Partnership
A Public Private Partnership (PPPs) entails a partnership between a foreign or domestic enterprise and the government for the completion of key infrastructure projects. Vietnamese authorities are aggressively pursuing PPPs for a variety of infrastructure projects as a means of filling gaps left by a reduced role of state-owned enterprise, rising population, and increasing urbanization.
The types of PPPs are:
- Build – Transfer - Operate (BTO);
- Build – Lease – Transfer (BT);
- Build - Operate - Transfer (BOT);
- Operate – Manage (O&M);
- Build – Own - Operate (BOO);
- Build - Transfer - Lease (BTL);
- Build- Lease-Transfer (BLT); and,
- Mixed type.
Why choose Dai Quang Minh LawFirm
With years of practical experience in legal consulting, Dai Quang Minh Law Firm is a pioneer in corporate support services, specializing in fast and affordable company formation. Below are the reasons to choose business registration services at Dai Quang Minh Law Office:
Human Resources: Established in September 2009, with over 15 years of practical experience, Dai Quang Minh Law Firm brings together a team of lawyers and legal experts with long-standing expertise in private economic groups nationwide.
Consulting Policy: Clients are gifted a completely free legal consulting package when using services at Dai Quang Minh Law Firm.
Professionalism and Experience: Dai Quang Minh Law Firm has a workforce with in-depth knowledge of business formation, ensuring a swift and accurate consulting process.
Time-Saving: Using Dai Quang Minh Law Firm's services helps you save precious time as we handle the entire process and related procedures.
Legal Insight: Dai Quang Minh Law Firm ensures that all relevant legal regulations are strictly followed in accordance with the law.
Customization: Our consulting services are highly adaptable to your specific needs, allowing you to choose options suitable for your business.
Trusted Partner: Dai Quang Minh Law Firm has built a reputation for providing affordable business setup consulting to many enterprises and individuals nationwide.
Confidentiality Assurance: Dai Quang Minh Law Firm is committed to the absolute protection of your personal and business information.
Detailed Support: Dai Quang Minh Law Firm provides detailed advice and support regarding the process and requirements to help you better understand business formation.
Process Optimization: Our consulting helps optimize the business setup process, minimizing potential risks and difficulties.
Excellent Customer Experience: Dai Quang Minh Law Firm is dedicated to providing the best customer experience through professional advice and enthusiastic support.
Focus on Business Plans: By utilizing our registration services, you can focus on developing your business plans and core activities instead of worrying about legal procedures.
Prospective clients seeking assistance with procedures for establishing a foreign-invested enterprise in Vietnam are kindly invited to contact Dai Quang Minh Law Firm via Hotline: 0932 191 299; Zalo: 0932 191 299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for complimentary consultation and comprehensive, efficient, and accurate legal services.
In addition, Dai Quang Minh Law Firm provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.
Contact:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat: (+84) 337926405 (ID: _pouniverse)/ (+84) 869672216 (ID: DQM_Verna)
- Telegram: (+84) 337926405/ (+84) 869672216
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