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 |
When 100% foreign ownership is allowed
You can usually establish a 100% foreign-owned company if your intended business lines are not prohibited for foreign investment, and are not subject to foreign ownership caps or JV requirements.
Sectors commonly open to 100% foreign ownership include many manufacturing, IT/tech, professional services, and many trading activities — though some trading sub-activities require additional retail/outlet licensing.
If your sector is restricted (some banking, telecom infrastructure, airlines, certain media/education activities), you may need a JV or another structure with capped foreign ownership — see foreign ownership limits in Vietnam.
Why choose a 100% foreign-owned company
Advantages: full control over governance, operations and exit; clear alignment with group policies; easier profit repatriation and capital management.
Trade-offs: you handle all local requirements — land/office, licenses, hiring, relationships — without a local equity partner, and in some sectors a JV may still be legally required or strategically helpful.
Two routes since 1 March 2026. Under Article 19(2) of the Law on Investment No. 143/2025/QH15, a foreign investor may set up the company first and complete the IRC procedure afterwards. The investor must still meet the market-access conditions for foreign investors when registering the company, and the enterprise registration application must include a commitment to meet them.
- Route A, IRC first: Investment Registration → IRC → Enterprise Registration → ERC.
- Route B, company first: Enterprise Registration → ERC → Investment Registration → IRC. The company must obtain the IRC within 12 months of incorporation, may implement the investment project only after the IRC is issued, and may add other business lines only after the IRC (Article 72, Decree No. 96/2026/ND-CP).
Projects that need investment policy approval still require it before implementation. Which route fits depends on the sector, the project location and the timeline.
High-level setup process
The company registration process typically takes 4–8 weeks for straightforward sectors, longer if conditional licenses are needed.
Investment Registration Certificate (IRC)
Approves the investment project and confirms foreign ownership — required for most wholly foreign-owned setups.
Enterprise Registration Certificate (ERC)
Registers the company, charter capital, owners, legal representative and business lines.
Post-licensing steps
Engrave the company seal, open a capital account and contribute charter capital (usually within 90 days), complete tax registration, digital signature and e-invoicing, register labour and social insurance, and obtain any sector-specific sub-licenses.