Three ownership patterns
Wholly Foreign-Owned Enterprise (WFOE)
100% foreign-owned by one or multiple foreign shareholders. Typically a single-member LLC (one owner) or multi-member LLC/JSC (multiple owners). Separate legal personality and limited liability, full control over strategy, operations and profit repatriation, and can conduct domestic sales and exports subject to sector rules. Most common for FDI in open sectors — manufacturing, IT, many services, trading with proper licensing.
Majority Foreign-Owned Company (JV with foreign control)
Foreign investors hold more than 50% (commonly 51–99%), with one or more Vietnamese partners, as an LLC or JSC. Foreign investors can control the board and key decisions if structured properly. Used in restricted or conditional sectors, or strategic partnerships where local participation adds value.
Minority Foreign-Owned Company
Foreign investors hold less than 50% (sometimes as low as 1%). Treated as a foreign-invested economic organization if foreign ownership exceeds 50% in aggregate, including indirect ownership — and may still be subject to some foreign-investor rules even below that threshold. Used where ownership caps are tight, or as a stepping-stone before increasing stake.
Legal forms used for foreign-owned companies
Within these ownership patterns, the actual company types are usually an LLC or JSC:
| Form | Owners | Foreign ownership | Governance | Best for |
|---|---|---|---|---|
| Single-member LLC | 1 (individual or corporate, including a foreign parent) | Commonly used for 100% FDI | Simple — owner appoints a legal representative and manager(s) | Single foreign parent wanting full control with minimal governance complexity |
| Multi-member LLC | 2–50 members | Can be 100% foreign, or mixed (JV) | Members' Council — more formal than single-member but still flexible | Multiple foreign shareholders or a JV with a few local partners |
| Joint Stock Company (JSC) | Minimum 3, no upper limit | Can be 100% foreign or mixed | Shareholders' meeting, Board of Management, supervisory board where required | Larger projects, plans to list, or raising capital via shares |
| Partnership | 2+ general partners plus possible limited partners | Legally possible, rarely used | Unlimited liability for general partners | Rare for FDI due to liability and complexity |
Once you've settled on a legal form, the next step is the company registration process.
How "foreign-owned" status is determined
Vietnam looks at both direct and indirect ownership. A company incorporated in Vietnam is treated as a foreign-invested economic organization — and thus subject to foreign-investor rules — if more than 50% of its charter capital is held by foreign investors, or by other Vietnamese entities that are themselves treated as foreign-invested.
This matters for future investments the company makes in other Vietnamese businesses, and for sector access and licensing conditions that apply specifically to foreign investors.
Not sure which pattern fits?
Tell us your investor structure and sector — we'll map the right ownership pattern and legal form.
Talk to us →Typical choices
| Your situation | Recommended structure |
|---|---|
| Single foreign parent, open sector | 100% foreign-owned single-member LLC (most common) |
| Multiple foreign shareholders, possible future fundraising/IPO | 100% foreign-owned JSC |
| Need local partner or subject to ownership caps | Majority or minority foreign-owned LLC/JSC (JV), structured to stay within caps while protecting control via shareholder agreements |