SET UP A FOREIGN COMPANY IN VIETNAM: HOW CAN A FOREIGN INDIVIDUAL ESTABLISH AN FDI COMPANY IN VIETNAM? (1)
Foreign individuals are legally entitled to directly establish a company in Vietnam. A foreign investor may own 100% of the company's capital if the proposed business line is not subject to foreign ownership restrictions, or may establish a joint venture with Vietnamese partners where required by law, business strategy, or market conditions.
A foreign individual is not required to establish a company overseas first and then use that company to invest in Vietnam. Instead, the individual may directly invest in Vietnam in various capacities, including:
- The owner of a single-member limited liability company;
- A member of a multiple-member limited liability company;
- A shareholder of a joint stock company;
- A party to a Business Cooperation Contract (BCC);
- An investor contributing capital to or purchasing shares in an existing Vietnamese enterprise.
Under Law No. 143/2025/QH15 on Investment, a foreign investor includes an individual holding foreign nationality who carries out business investment activities in Vietnam. The right to invest does not depend solely on whether the individual resides in Vietnam or overseas. However, the investment project must still satisfy the applicable market access conditions, investment procedures, and sector-specific regulations.
Clients seeking assistance with the establishment of an FDI company in Vietnam (2026) may contact Dai Quang Minh Company 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 Company 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. Set Up A Foreign Company In Viet Nam: Can a Foreign Individual Establish a Company in Vietnam?
Yes.
Vietnamese law recognizes individuals holding foreign nationality as a category of foreign investors. A foreign investor may choose to establish a new economic organization, contribute capital, purchase shares, implement an investment project, or invest through a Business Cooperation Contract (BCC).
It is important to distinguish between the following three capacities:
|
Capacity |
Meaning |
|
Investor |
The person who provides capital and owns an interest in the company |
|
Legal representative |
The person who represents the company in transactions and legal proceedings |
|
Manager or employee |
The person who directly manages or works for the company |
An individual may simultaneously hold all three capacities. However, this does not automatically exempt the individual from requirements concerning residence, work permits, or corporate governance.
1.1. Nationality Determines the Investor's Legal Status
A person may still be classified as a foreign investor if they:
- Reside in Vietnam;
- Hold a temporary residence card;
- Hold a permanent residence card;
- Have lived in Vietnam for many years;
- Act as the director of a Vietnamese enterprise;
provided that the investment is made in their capacity as an individual holding foreign nationality.
Conversely, place of birth, ethnic origin, or family relationships with Vietnamese citizens do not, by themselves, change the investor's legal status.
1.2. Does a Foreign Individual Have to Reside in Vietnam to Invest?
There is no general rule requiring an individual to reside in Vietnam solely to own capital in a company.
However, the company must always ensure that it has at least one legal representative residing in Vietnam. If the company has only one legal representative residing in Vietnam and that person leaves the country, they must provide a written authorization to another individual residing in Vietnam to exercise the rights and perform the obligations of the legal representative during their absence. This is a requirement under Article 12 of the Law on Enterprises.
Therefore, the following matters should be considered separately:
- The investor's ownership of capital;
- The residence of the legal representative;
- The right to work in Vietnam;
- Visa and temporary residence status.
II. Why choose Dai Quang Minh Company?
With years of practical experience in legal consulting, Dai Quang Minh Company 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 Company:
Human Resources: Gather a team of corporate legal experts and project legal experts with a long working history at domestic private economic groups; large foreign-invested enterprises operating in Vietnam.
Consulting Policy: Clients are gifted a completely free legal consulting package when using services at Dai Quang Minh Company.
Professionalism and Experience: Dai Quang Minh Company has a workforce with in-depth knowledge of business formation, ensuring a swift and accurate consulting process.
Time-Saving: Using Dai Quang Minh Company 's services helps you save precious time as we handle the entire process and related procedures.
Legal Insight: Dai Quang Minh Company 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 Company has built a reputation for providing affordable business setup consulting to many enterprises and individuals nationwide.
Confidentiality Assurance: Dai Quang Minh Company is committed to the absolute protection of your personal and business information.
Detailed Support: Dai Quang Minh Company 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 Company 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.
III. Set Up A Foreign Company In Viet Nam: Can a Foreign Individual Own 100% of the Company?
Yes, in some cases, but not in every business sector.
Vietnam's Law on Investment generally applies the same conditions applicable to domestic investors to foreign investors, except for business sectors included in the list of sectors with restricted market access. Restrictions may include:
- Foreign ownership ratio;
- Forms of investment;
- Scope of business activities;
- Investor capacity;
- Vietnamese partners;
Other conditions under Vietnamese law and international treaties.
3.1. When Can a Foreign Individual Own 100% of the Capital?
Generally, the following conditions should be satisfied:
|
Condition |
Matters to Be Confirmed |
|
Business sector is open |
The business sector does not prohibit or restrict 100% foreign ownership |
|
Eligible nationality |
The investor is entitled to applicable WTO or FTA commitments |
|
Scope of activities |
The proposed activities do not exceed Vietnam's relevant commitments |
|
Investor capacity |
Experience, qualifications, or financial capacity requirements are satisfied, if applicable |
|
Location |
The location is suitable for the business activities and sector-specific licensing requirements |
|
Capital Post-establishment licenses |
The capital is appropriate for the scale of the project and sector-specific requirements |
|
Post-establishment licenses |
The company can satisfy all applicable requirements for subsequent licenses |
For example, a project involving purely software development may have a different legal structure from projects involving:
- Retail;
- Education;
- Healthcare;
- Logistics;
- Advertising;
- Tourism;
- Telecommunications;
- Digital platforms;
- Manufacturing projects involving land or factories.
3.2. When Is a Vietnamese Partner Required?
A Vietnamese partner may be required when:
- The relevant business sector is subject to foreign ownership restrictions;
- Applicable international commitments require a joint venture structure;
- Sector-specific legislation imposes additional requirements;
- The foreign investor does not yet satisfy experience or licensing requirements;
- The business model requires assets, networks, or exploitation rights provided by a Vietnamese partner;
- The parties voluntarily choose a joint venture to share market opportunities and risks.
A foreign investor should not use a Vietnamese individual as a nominee shareholder merely to circumvent foreign investment restrictions. Such nominee arrangements may create significant risks relating to control of the company, ownership disputes, taxation, foreign exchange regulations, and the identification of the beneficial owner.
3.3. Should You Choose 100% Foreign Ownership or a Joint Venture?
|
Criteria |
100% Foreign-Owned Company |
Joint Venture |
|
Control |
Concentrated in the foreign investor |
Shared according to the company's charter |
|
Decision-making |
Generally faster |
Depends on the voting mechanism |
|
Market access |
Available only where permitted |
May help address foreign ownership restrictions |
|
Market knowledge |
Investor develops it independently |
Can leverage the Vietnamese partner's local knowledge |
|
Internal dispute risk |
Generally lower due to a single owner |
Higher if the charter and governance mechanism are unclear |
|
Capital and business relationships |
Investor bears the responsibility independently |
Resources can be shared |
|
Exit strategy |
Generally more flexible |
May depend on pre-emption rights and the other partner |
IV. Set Up A Foreign Company In Viet Nam: What Type of Company Should a Foreign Individual Establish?
An “FDI company” is not a separate type of enterprise. A foreign-invested enterprise is still organized under one of the enterprise types provided for by the Law on Enterprises, most commonly a limited liability company or a joint stock company.
4.1. One Individual Invests the Entire Capital
The most suitable option is generally:
A single-member limited liability company wholly owned by the foreign individual.
Advantages include:
- A simple corporate structure;
- The owner has decision-making authority over matters within the owner's powers;
- Limited liability within the contributed capital;
- No need to find additional members simply to satisfy a minimum membership requirement;
- Convenient control over capital and profits.
The investor may still appoint another person as the director or legal representative of the company.
4.2. Two Individuals or an Individual and a Vietnamese Partner
The parties may choose:
A multiple-member limited liability company.
This type of company is suitable when:
- There are between two and 50 members;
- The parties want a relatively closed ownership structure;
- The members need to control the transfer of contributed capital;
- There is no need to issue shares to a broad group of investors.
The company charter should clearly regulate:
- Voting ratios;
- Veto rights;
- Appointment of managers;
- Approval of major transactions;
- Capital increases;
- Transfer of contributed capital;
- Deadlock resolution mechanisms;
- Termination of cooperation.
4.3. A Plan to Raise Capital or Have Multiple Shareholders
The parties may choose:
A joint stock company.
A joint stock company may be suitable when:
- There are at least three founding shareholders;
- The company plans to raise additional capital;
- The shareholders expect greater flexibility in transferring shares;
- Financial investors may participate in the future;
- The company requires a management structure involving a Board of Directors.
However, a single individual cannot establish a joint stock company alone without additional shareholders.
V. Set Up A Foreign Company In Viet Nam: Can a Foreign Individual Act as the Legal Representative of the Company?
Yes.
Foreign nationality does not automatically prevent an individual from serving as the company's legal representative. However, the company must satisfy the requirement concerning a legal representative residing in Vietnam under Article 12 of the Law on Enterprises.
5.1. Three Common Management Structures
|
Structure |
Suitable When |
|
The investor also acts as the legal representative |
The investor regularly manages the business in Vietnam |
|
The investor is the owner and appoints another person as the legal representative |
The investor is based overseas or does not directly operate the business |
|
The company has multiple legal representatives |
The company needs to allocate authority by function or geographical area |
5.2. Matters That Should Be Specified in the Company Charter
The charter should address:
- Number of legal representatives;
- Titles and positions;
- Contract-signing authority;
- Banking authority;
- Recruitment authority;
- Authority to carry out investment procedures;
- Transaction value limits;
- Procedures when a legal representative is absent;
- Responsibilities among multiple legal representatives.
An investor should not select a legal representative merely because that person happens to be present in Vietnam. The legal representative has significant legal rights and responsibilities in relation to the company's operations.
5.3. Does the Investor Have to Travel to Vietnam to Submit the Application?
The investor may validly authorize an organization or individual to carry out administrative procedures within the scope permitted by law.
However, after the company is established, a bank, licensing authority, or business partner may require:
- In-person identification;
- Passport verification;
- Signature specimen verification;
- Verification of the source of funds;
- Clarification of the beneficial owner.
The specific requirements depend on the procedures and the policies of the relevant organization at the time the transaction is carried out.
VI. Set Up A Foreign Company In Viet Nam: How Much Capital Does a Foreign Individual Need to Establish a Company?
There is no single minimum capital requirement applicable to all business sectors.
The appropriate capital amount should be determined based on:
- Business line;
- Project scale;
- Location;
- Number of employees;
- Machinery and equipment;
- Goods;
- Rental expenses;
- The period before the company generates revenue;
- Statutory capital or deposit requirements, if applicable;
- The investor's actual financial capacity.
6.1. Three Concepts That Should Be Distinguished
|
Concept |
Meaning |
|
Charter capital |
The capital that the owner or members undertake to contribute to the company |
|
Capital contributed to implement the project |
The investor's capital used to implement the investment project |
|
Total investment capital |
Contributed capital plus loans and other mobilized funding sources |
Decree No. 96/2026/ND-CP confirms that the charter capital of an economic organization established by a foreign investor does not necessarily have to equal the total investment capital of the project.
6.2. Avoid Registering an Excessively Low Capital Amount
An excessively low capital amount may be inappropriate if the project involves:
- A large number of employees;
- Large office premises;
- Warehouses;
- Retail outlets;
- Imported goods;
- A factory;
- Machinery and equipment;
- Significant marketing expenses;
- A long product development period.
The competent authority may require clarification regarding the investor's financial capacity and the feasibility of the proposed project.
6.3. Avoid Registering an Excessively High Capital Amount
An excessively high registered capital amount creates a capital contribution obligation that the investor must fulfill within the prescribed timeframe.
The deadline for contributing capital when establishing a limited liability company, or paying for the subscribed shares of a joint stock company, is generally 90 days from the date of issuance of the ERC, excluding certain periods relating to the transportation or importation of contributed assets or completion of procedures for transferring ownership rights as provided by law.
The deadlines under Articles 47, 75, and 113 of the Law on Enterprises should also be coordinated with the capital contribution schedule recorded in the IRC.
Prospective clients seeking assistance with procedures for establishing a foreign-invested company in Vietnam (2026) are kindly invited to contact Dai Quang Minh Company 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 Company 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
During the course of operations, should you have any questions or require any assistance, please contact Dai Quang Minh Company. We are always ready to provide support and accompany you throughout the process of construction, operation, and development.
We wish you sustainable development and breakthrough success.
Sincerely thank you./.
BÀI VIẾT LIÊN QUAN:
Bình luận: