Vietnam continues to attract significant foreign investment. In the first eight months of 2026, registered FDI reached US$40.63 billion, up 55.4% from the same period in 2025, according to Vietnam’s National Statistics Office.
The Limited Liability Company (LLC) is a primary business entity in Vietnam, favoured by local and foreign investors for its simplicity and flexibility. LLCs come in two categories: Single Member LLCs and Multiple Member LLCs. These entities are particularly attractive due to their flexibility in capital requirements, as Vietnam does not impose a general minimum charter capital requirement for most ordinary business activities. However, specific sectors may have capital or other investment conditions, and foreign investors must also demonstrate that the proposed investment is appropriate for the project and business activities. Members of an LLC are only liable for the company’s debts, making it a safer option for investors.
Vietnam has also expanded the use of organisational electronic identification for online administrative procedures. From 1 July 2025, businesses have been required to use organisational electronic identification accounts for relevant government digital services.
The management structure of an LLC depends on whether it has one or multiple members and, for a single-member LLC, whether the owner is an individual or an organisation. A multiple-member LLC generally has a Members’ Council and a Director or General Director, while a single-member LLC follows a structure determined by its ownership.
Single Member Limited Liability Company
A Single Member Limited Liability Company (LLC) in Vietnam is a business owned by a single organisation or individual, providing limited liability protection to the owner. The owner must contribute the required assets within 90 days of establishment, ensuring that the business is adequately capitalised from the outset. This type of LLC appeals for its simplicity, allowing the sole owner full control over decisions.
A Multiple Member LLC requires 2 to 50 members, suitable for businesses that wish to include multiple stakeholders without issuing shares. Members must contribute their capital within 90 days of the company’s establishment. Unlike Joint Stock Companies, Multiple Member LLCs cannot issue shares but can issue bonds to raise capital, combining limited liability benefits with the flexibility of having multiple contributors.
A Joint Stock Company (JSC) in Vietnam is ideal for businesses aiming to mobilise substantial capital and stock exchange listing. A Joint Stock Company (JSC) is an enterprise whose charter capital is divided into shares. It must have at least three shareholders and does not have a maximum number of shareholders. Shareholders generally have liability limited to the amount of capital contributed to the company. A JSC can issue shares and may raise capital through other permitted securities, making it suitable for businesses seeking to expand their shareholder base or pursue larger-scale capital raising
Under the Amended Law on Enterprises effective July 1, 2025, JSCs face new regulations regarding beneficial ownership disclosure and enhanced corporate governance requirements. The law introduces a maximum debt-to-equity ratio of 5:1 for non-public companies issuing private bonds, with exemptions for state-owned enterprises and regulated entities.
A key advantage of a JSC is its ability to issue shares, enabling more effective capital raising than other business entities. This capability is particularly beneficial for large-scale enterprises aiming for rapid expansion and public listing. The limited liability feature also makes JSC attractive to investors who want to minimise their financial risk while participating in the company’s growth.
Founding shareholders are essential to establishing and managing a Joint Stock Company (JSC), providing initial capital, and overseeing corporate governance. They make strategic decisions, influence the company’s direction, and maintain contacts with regulatory authorities.
Vietnam's 2025 enterprise-law reforms introduced beneficial ownership requirements for enterprises. Under Decree No. 168/2025/NĐ-CP, beneficial owners can include individuals who directly or indirectly own at least 25% of charter capital or voting shares, as well as individuals who exercise specified control rights. Enterprises must provide and update the required beneficial ownership information in accordance with the applicable registration procedures.
Founding shareholders also have specific responsibilities, such as ensuring compliance with legal regulations and representing the shareholders’ interests throughout the company’s formation and operation. Their strategic insight and governance are vital for the effective management and growth of a JSC.
The management structure of a JSC typically includes a General Meeting of Shareholders, a Board of Directors, and a Director General. The General Meeting of Shareholders makes significant decisions for the JSC, such as approving financial statements, electing the Board of Directors who oversees company management, and ensuring strategic goals are met.
The Director General, who reports directly to the Board of Directors, is responsible for the day-to-day operations of the JSC. JSCs can operate under different organisational models based on the number of shareholders and the presence of independent board members, providing flexibility in their management structure.
This robust framework ensures that the company’s operations are efficient and that there is a clear separation of powers and responsibilities among the various governing bodies.
In Vietnam, a Partnership Company is established with at least two general partners sharing responsibilities and having unlimited liability for company obligations. This business entity requires an Enterprise Registration Certificate (ERC) for legal status, ensuring compliance with regulatory requirements. Partnership Companies are ideal for businesses that rely on the expertise and active participation of their partners in the management and operation of the company.
The company registration process in Vietnam typically takes 5-8 weeks for partnerships, with the Investment Registration Certificate (IRC) requiring 4-6 weeks and the Business Registration Certificate (BRC) taking 1-2 weeks.
Partnership Companies can also include capital-contributing partners liable for company debts up to their investment amount. This dual structure combines active management and passive investment, offering flexibility in business operations and funding.
Distinct roles and liabilities of general and capital-contributing partners make Partnership Companies versatile for various ventures.
General partners in a partnership have unlimited liability for all company debts and obligations. This liability extends to all their assets, making their role critical in company management and operation. General partners are crucial in decision-making and overseeing daily activities, ensuring smooth functioning and legal compliance.
Capital-contributing partners provide financial resources and share profits, with liability limited to their capital contributed. Unlike general partners, they do not manage daily operations and are not liable for debts beyond their investment capital. This setup lets them benefit from the partnership’s success without being involved in operations.
A Representative Office (RO) is often the initial method for foreign companies entering the Vietnamese market. These offices help foreign businesses establish a presence and understand the local market by facilitating communication and building relationships. However, a Representative Office cannot engage in direct business transactions or generate income in Vietnam.
The licensing process is generally simpler than establishing an operating company; although the exact timeline depends on document preparation and the applicable administrative procedure, the setup time for a Representative Office is typically 4-6 weeks, making it a faster option compared to other business entities.
This arrangement lets foreign companies explore the Vietnamese market without significant financial commitment or risk.
Branch Offices offer another way for foreign businesses to establish a presence in Vietnam. A Branch Office can conduct permitted commercial activities in Vietnam within the scope authorised under its establishment licence and subject to applicable market-access and sector-specific requirements. It operates as an extension of the foreign company rather than as a separate Vietnamese legal entity, and the foreign company remains responsible for its operations.
Branch Offices are subject to the same annual license fee of VND 1,000,000 per year as representative offices. The registration process typically takes 5-8 weeks, similar to other business entities.
Branch Offices can issue VAT invoices independently, crucial for conducting business in Vietnam. This ability allows them to operate more freely and efficiently within the local market. The legal and operational flexibility of Branch Offices makes them an attractive option for foreign companies looking to expand their business activities in Vietnam.
A Business Cooperation Contract (BCC) allows foreign investors to collaborate with Vietnamese partners without creating a new legal entity. This flexible arrangement can be tailored to suit the needs of both parties in specific business activities. By entering a BCC, parties can pool resources and expertise for joint ventures and investment projects.
BCCs benefit investors looking to minimise financial risk while accessing local market knowledge and networks. These contracts define the roles, responsibilities, and profit-sharing arrangements between the parties. This structure ensures alignment in objectives and effective collaboration to achieve business goals.
BCCs offer flexibility and collaboration opportunities but come with certain legal implications. A Business Cooperation Contract (BCC) allows investors to cooperate and share profits or products without establishing a new economic organisation. The parties should clearly define their contributions, management responsibilities, profit-sharing arrangements, risks and other obligations in the contract. Where a BCC involves a foreign investor, the applicable investment registration procedures must also be considered.
Public Private Partnership (PPP)
Public Private Partnerships (PPPs) are increasingly popular in Vietnam, especially for infrastructure and public service projects. This model involves a contractual agreement between government authorities and private companies to develop and operate infrastructure projects. The PPP Law, enacted in 2020 and effective in 2021, provides a stable regulatory framework to support collaborations and attract private investment.
Vietnam's infrastructure investment needs have grown significantly, with the government increasing its 2025 infrastructure spending target from 6% to 7% of GDP, representing approximately $36 billion in planned spending. The government has also introduced special incentives for PPP projects in science, technology, and innovation sectors, with the state contributing up to 70% of total project investment.
PPPs are crucial for meeting Vietnam’s infrastructure needs, projected to require over US$600 billion by 2024. The Global Infrastructure Outlook estimates that Vietnam needs nearly $600 billion in infrastructure investment through 2040, with a projected funding gap of $100 billion. Vietnam plans to mobilise 620 trillion VND ($25.2 billion) in investment for infrastructure development in 2025, with priority given to transport, power, and information technology infrastructure. Key sectors for PPP investments include transportation, utilities, irrigation, and healthcare. These partnerships enhance public service quality and create opportunities for private investors in large-scale, impactful projects.
Vietnam’s Public-Private Partnership (PPP) framework, as amended by Law No. 90/2025/QH15 and applicable in 2026, recognises eight types of PPP contracts: Build-Operate-Transfer (BOT), Build-Transfer-Operate (BTO), Build-Own-Operate (BOO), Operate and Manage (O&M), Build-Transfer-Lease (BTL), Build-Lease-Transfer (BLT), Build-Transfer (BT), and mixed contracts. These structures define how the State and private investors share responsibilities for developing, operating and transferring infrastructure or public-service projects.
2026 update: Vietnam has also introduced specific measures to support PPP projects in science, technology, innovation and digital transformation. Under Decree No. 180/2025/NĐ-CP, certain qualifying projects may apply a state capital contribution of up to 70% of total investment, along with other support and investment mechanisms. Separately, Resolution No. 198/2025/QH15 allows eligible enterprises to treat 200% of actual qualifying R&D expenditure as deductible expenditure for corporate income tax purposes, subject to the applicable rules. This 200% deduction is a broader private-sector tax incentive and should not be described as a PPP-specific benefit.
Investment Sectors
Key sectors for PPP investments in Vietnam include transportation, power, and information technology infrastructure. The government has approved an $8 billion Lao Cai-Hanoi-Hai Phong railway project and a $67 billion high-speed rail line spanning the length of the country. The Ministry of Construction has also proposed a $5.8 billion plan to expand 18 sections of the Eastern North-South Expressway using the PPP model. These sectors are critical for the country’s development and offer significant opportunities for domestic and international investors.
Despite a robust legal framework, PPP investment projects can face implementation challenges, making thorough market research and due diligence crucial for investors.
In any Vietnamese business entity, key roles like the legal representative, directors, and managers are crucial for the company’s success. The legal representative ensures the company complies with Vietnamese laws and regulations, acting as the official face in legal and financial matters. Directors and managers handle day-to-day management and implementation of company policies, ensuring smooth and efficient operations.
Under the Amended Law on Enterprises effective July 1, 2025, civil servants and public employees are explicitly prohibited from establishing, contributing capital to, or managing enterprises, with exceptions permitted only for cases aligned with laws governing science, technology, innovation, and national digital transformation.
General partners in partnership companies have full authority to manage operations and are personally liable for company debts. This responsibility level requires significant expertise and commitment. In contrast, directors and managers in other business entities such as LLCs and JSCs are tasked with implementing the resolutions of the governing body and overseeing employee management.
Choosing a business structure in Vietnam requires more than comparing registration requirements. Foreign investors need to consider ownership, market access, permitted activities, governance and ongoing compliance.
Ascentium Vietnam supports businesses with company formation, corporate administration and compliance, helping them assess the requirements that apply to their chosen structure and manage the practical steps involved in establishing and maintaining their Vietnam operations.