Enter the Vietnamese Market with the Right Structure

Under the Investment Law 2025 (No. 143/2025/QH15, effective March 2026) and Enterprise Law 2020 (No. 59/2020/QH14), foreign investors can choose from four main structures: (1) Limited Liability Company (LLC) — the most common, suitable for trading, services, and manufacturing; (2) Joint Stock Company (JSC) — for multiple shareholders or planned IPOs; (3) Representative Office (RO) — for market research and liaison only, no revenue; (4) Branch Office — an extension of a foreign parent company. Each has different capital requirements, permitted activities, compliance obligations, and setup timelines.

It depends on your commercial intent. If you plan to generate revenue in Vietnam — invoicing, trading, or providing services — you need an LLC or JSC. If you only need to research the market, build partnerships, and promote your brand without earning revenue, a Representative Office is the lowest-cost option ($1,800 vs $2,500+). A Branch Office can conduct commercial activities but the parent company bears unlimited liability. Most first-time investors start with an RO for 6–12 months, then convert to an LLC once they're ready to operate commercially.

In most sectors, yes. Vietnam's Investment Law 2025 allows 100% foreign-owned enterprises. However, conditional business lines under Decree 31/2021/NĐ-CP (currently under revision per Resolution 66/NQ-CP) may have foreign ownership caps — for example, distribution, logistics, education, and media may require a local JV partner or sector-specific approval. We verify your planned activities against Vietnam's WTO commitments, EVFTA, and CPTPP provisions before filing.

Conditional business lines are activities that require additional sub-licenses or approvals beyond the standard IRC/ERC. They're listed in Decree 31/2021/NĐ-CP (currently under revision) and include industries like food processing, pharmaceuticals, logistics, real estate, education, and financial services. If your business falls into a conditional category, you'll need sub-licenses from the relevant ministry (e.g., Ministry of Health for food safety, or DOIT for trading licenses). This can add 2–6 weeks to your setup timeline and may require specific capital or facility requirements.

Yes — and this is often overlooked by advisory firms. If your parent company is from an EU or CPTPP member country, Vietnam's bilateral trade agreements may provide wider market access, reduced tariffs, and relaxed foreign ownership restrictions in sectors that are otherwise capped under WTO commitments. For example, EVFTA allows EU investors 100% ownership in certain distribution and logistics activities where generic WTO terms cap foreign ownership at 49-51%. We check your eligibility under all applicable agreements before recommending a structure.

There is no universal minimum for most sectors under the Investment Law 2025. However, specific industries have statutory thresholds — real estate requires VND 20 billion (~USD 800,000), banking and insurance have higher floors. For most businesses, your registered capital should be proportionate to your planned operations: too low raises questions from licensing authorities, too high creates unnecessary tax exposure. Capital must be contributed within 90 days of ERC issuance under Article 47 of the Enterprise Law.