In Vietnam, foreign investors can choose from several investment structure options, broadly split into: (1) how you invest (greenfield vs. M&A vs. contractual) and (2) what legal vehicle you use (LLC, JSC, RO, branch, BCC, etc.).
Core investment forms under the Law on Investment
The Law on Investment (2020, as amended in 2025) recognizes four main FDI forms. In practice, most foreign investors use either a new foreign-invested enterprise (greenfield) or equity investment in an existing company (M&A).
Weighing greenfield vs. M&A?
Share your sector, target timeline, and whether you prefer full control or a local partner — we'll narrow this to 1–2 recommended structures.
Talk to us →Establishment of a new economic organization
Setting up a new company in Vietnam (LLC or JSC) that is wholly or partly foreign-owned — the standard greenfield route.
Capital contribution or acquisition of shares/equity
Buying shares or contributing capital to an existing Vietnamese company — the standard M&A route.
Implementation of an investment project
Carrying out a specific project (e.g., infrastructure, BOT/BTO/BT), often with government or state-owned counterparties.
Investment under contracts
Contractual cooperation between investors — e.g., a Business Cooperation Contract (BCC) — without forming a new legal entity.
Looking for the legal vehicle comparison?
LLC vs. JSC vs. joint venture vs. representative office vs. branch vs. BCC — full detail on legal personality, foreign ownership, governance and best-fit use cases is in our dedicated guide to FDI entry structures in Vietnam.
This page focuses on the layer above that: how you invest, before you decide what entity you invest through.
Greenfield vs. M&A as investment strategies
Greenfield (new FIE)
Establish a new LLC or JSC with foreign capital: obtain an Investment Registration Certificate (if required), then an Enterprise Registration Certificate, then complete post-licensing steps (tax, seal, bank account).
Pros: a clean structure with full control over governance and culture, easier to align with group policies. Cons: takes time to build operations, hire, and obtain sector-specific licenses.
M&A (capital contribution / share acquisition)
Invest in an existing Vietnamese company by subscribing to new capital or buying existing shares — often requiring written approval from the investment registration authority where the transaction triggers foreign-investor conditions.
Pros: faster market entry, access to existing licenses, customers, workforce and relationships. Cons: due diligence complexity, potential legacy liabilities and governance issues.
Project-based & contractual structures
Investment projects (BOT / BTO / BT / PPP) — used mainly for infrastructure, often combined with a special-purpose vehicle and/or a BCC with state partners.
Business Cooperation Contract (BCC) — a contractual joint operation without a new company, suited to cooperating on a specific project where one party contributes land, licenses or relationships and the other contributes capital or technology.
How to choose among investment structure options
Sector and ownership limits
Whether you can own 100% or must bring in a Vietnamese partner.
Control vs. speed
Greenfield favors control; M&A favors speed and an existing footprint.
Capital markets plans
A JSC if you may list or raise via shares; an LLC if you don't.
Duration and risk
Long-term operations point to an LLC/JSC; project-specific work points to a BCC or PPP.
Licensing complexity
Some sectors only permit certain forms — branches in limited areas, BCCs for some infrastructure.