For starting a business in Vietnam, foreign investors have essentially four legal-entity forms with their own legal personality: a single-member limited liability company (công ty TNHH một thành viên), a multi-member LLC with 2 to 50 members (công ty TNHH hai thành viên trở lên), a joint-stock company with at least 3 shareholders (công ty cổ phần), and the rarely used general partnership (công ty hợp danh) — plus, without their own legal personality, a representative office or branch acting as an extension of the foreign parent company. None of these forms carries a general statutory minimum capital; founders set the charter capital themselves (Điều 47(1), Điều 75(1), Điều 112(1) of Enterprise Law 59/2020/QH14). Since March 1, 2026, a new Investment Law (Luật Đầu tư 143/2025/QH15) is also in force: foreign investors can now choose to set up the company first and complete investment registration (IRC) within 12 months afterward, or apply for the IRC first as before (Điều 19(2) of the Investment Law, Điều 72 of Decree 96/2026/NĐ-CP). The 90-day deadline for actually paying in the charter capital remains unchanged.
Legal basis: what applies as of 2026
Two laws govern starting a business in Vietnam, and they have changed to very different degrees recently.
The Investment Law was replaced in full: Luật Đầu tư No. 143/2025/QH15, passed on December 11, 2025, fully supersedes the previous Law No. 61/2020/QH14 (Điều 51(4)). It took effect on March 1, 2026; Article 7 and the list of sectors with conditional market access (Appendix IV) only took effect on July 1, 2026 (Điều 51(1)–(2) of the law) — both dates have now passed. The implementing decree is Decree 96/2026/NĐ-CP, dated March 31, 2026.
The Enterprise Law, by contrast, remains structurally unchanged: Luật Doanh nghiệp No. 59/2020/QH14, which governs legal forms, minimum member counts and capital-contribution deadlines, was only partially amended by Law No. 76/2025/QH15 (in effect since July 1, 2025) — chiefly to introduce beneficial-ownership disclosure obligations (chủ sở hữu hưởng lợi) and adjust registration procedures. The provisions on legal forms, capital and deadlines described here are unaffected by that amendment. The official consolidated text is Văn bản hợp nhất No. 67/VBHN-VPQH, dated August 15, 2025.
Any content still relying on the 2020 Investment Law (61/2020/QH14) or the old procedural decree (31/2021/NĐ-CP) has been superseded since March 1, 2026.
Corporate entities: the four forms with their own legal personality
All four forms acquire legal personality upon issuance of the enterprise registration certificate (Giấy chứng nhận đăng ký doanh nghiệp):
- Công ty TNHH một thành viên (single-member LLC): exactly one member — an individual or an organization — liable only up to the company's charter capital (Điều 74(1) of the Enterprise Law).
- Công ty TNHH hai thành viên trở lên (multi-member LLC): 2 to 50 members, each liable only up to their contributed capital (Điều 46(1) of the Enterprise Law).
- Công ty cổ phần (joint-stock company): at least 3 shareholders, no upper limit (Điều 111(1)(b) of the Enterprise Law). It is the only one of the four forms permitted to publicly issue shares and bonds (Điều 111(3)).
- Công ty hợp danh (general partnership): at least 2 general partners (thành viên hợp danh), who must be individuals and are personally liable with their entire assets, plus optional limited partners whose liability is capped at their contribution (Điều 177(1) of the Enterprise Law). Because of the general partners' unlimited personal liability, this form is rarely used by foreign investors in practice.
Which form fits a given case depends on the number of members, the desired liability profile, and the planned capital structure — the LLC forms are the standard choice for most individual foreign investors or small investor groups.
Representative office and branch: not a separate company
A representative office (văn phòng đại diện) and a branch (chi nhánh) of a foreign parent company are legally not one of the corporate forms above and do not fall under the Enterprise Law at all — they are governed by the Commercial Law (Luật Thương mại) and its implementing Decree 07/2016/NĐ-CP. Neither has its own legal personality: both act in the name and for the account of the foreign parent company rather than as an independent Vietnamese enterprise:
- Representative office: the parent company must have been operating for at least 1 year at the time of application (Điều 7(2) of Decree 07/2016/NĐ-CP). A representative office may not conduct direct, revenue-generating commercial activity — it represents the parent's interests, for example through market research and business liaison (Điều 30 of the Commercial Law). Its license is valid for 5 years (Điều 9(1) of Decree 07/2016/NĐ-CP).
- Branch: the parent company must have been operating for at least 5 years (Điều 8(2) of Decree 07/2016/NĐ-CP). The branch's business scope must match that of the parent company and fall within Vietnam's market-opening commitments under international treaties (Điều 8(4)). Its license is likewise valid for 5 years (Điều 9(1)).
For both forms: if the intended business scope is not covered by Vietnam's international commitments, or the parent company is not from a treaty country, separate approval from the relevant line ministry is required (Điều 7(5), Điều 8(5) of Decree 07/2016/NĐ-CP).
What is not open to foreign investors: hộ kinh doanh
The individual household-business form (hộ kinh doanh) — the single most common business form in Vietnam overall — is not available to foreign investors: the right to register a hộ kinh doanh is expressly reserved for Vietnamese citizens with full civil capacity (Điều 82(2) of Decree 168/2025/NĐ-CP, the business-registration decree in force since July 1, 2025). Foreign investors are limited to one of the corporate forms described above.
Minimum capital: the common myth
Vietnam has no general statutory minimum capital for setting up an LLC or a joint-stock company. For all four corporate forms, the charter capital (vốn điều lệ) is simply the sum of the contributions founders commit to and record in the company charter — with no minimum floor set by law (Điều 47(1) for the multi-member LLC, Điều 75(1) for the single-member LLC, Điều 112(1) for the joint-stock company, all in the Enterprise Law). In practice, the registration authority does not check the amount, only that a figure is stated.
A frequently repeated exception concerns the real estate sector: a flat minimum capital of VND 20 billion for every real estate business does not exist under current law. The applicable Real Estate Business Law, Luật Kinh doanh bất động sản 29/2023/QH15, instead requires a project-based equity-to-investment ratio: at least 20% for a project using under 20 hectares of land, and at least 15% for 20 hectares or more (Điều 9(2)(c)) — a ratio, not a fixed sum, and only for companies operating through a specific real estate project. A statutory minimum capital in the form of a fixed VND figure still does not exist under company law generally; individual licensed sectors (such as banking, insurance, or securities services) have their own sector-specific capital requirements, which fall outside the scope of this guide and must be checked case by case.
Market access for foreign investors: no blanket cap
The new Investment Law treats foreign investors the same as domestic ones in principle, with one exception: the list of sectors with restricted market access (Điều 8(1)–(2) of Investment Law 143/2025/QH15). This list distinguishes two categories — sectors with no market access and sectors with conditional market access — and sets sector-specific conditions such as a cap on the foreign investor's share of charter capital, permitted investment forms, the scope of activity, or requirements on the investor's capacity (Điều 8(3)). There is no single percentage cap that applies across all sectors; what matters is the sector-specific list combined with Vietnam's international trade commitments (including WTO commitments).
This distinction becomes practically relevant once foreign investors hold more than 50% of a Vietnamese company's charter capital (or, for a general partnership, a majority of the general partners): from that threshold, the company itself is treated as foreign-invested and must meet the same conditions as a direct foreign investor for any further investment (Điều 20(1)(a) of Investment Law 143/2025/QH15).
Procedure: company formation and investment registration — a new choice since March 1, 2026
An investment project by a foreign investor generally requires two steps: investment registration (Giấy chứng nhận đăng ký đầu tư, IRC) and enterprise registration (Giấy chứng nhận đăng ký doanh nghiệp, ERC — the actual business registration certificate). Until the end of February 2026, the IRC generally had to be obtained before the company was formed. Since March 1, 2026, the new Investment Law expressly allows both sequences (Điều 19(2) of Investment Law 143/2025/QH15, detailed in Điều 72 of Decree 96/2026/NĐ-CP):
- Company first, then IRC: the investor forms the company under the ordinary rules of the Enterprise Law; the registration application must already include a commitment to meet the market-access conditions (Điều 72(1) and (3) of Decree 96/2026/NĐ-CP). The company must then complete the IRC procedure within 12 months of its formation; until then it may not start operating and may only expand its registered business lines after the IRC has been issued (Điều 72(4) of Decree 96/2026/NĐ-CP).
- IRC first, then company: as before — the company subsequently formed automatically becomes the investor under the IRC as soon as it receives its enterprise registration certificate (Điều 72(2) of Decree 96/2026/NĐ-CP).
Processing times for the IRC: for an ordinary project that does not require separate investment-policy approval — the standard case for most small and mid-sized FDI company formations — the competent authority must issue the IRC within 10 working days of receiving a complete application (Điều 39(3) of Decree 96/2026/NĐ-CP). If investment-policy approval has already been granted, IRC issuance is shortened to 5 working days from receipt of that approval (Điều 38(1) of Decree 96/2026/NĐ-CP).
Capital contribution: the 90-day deadline
Regardless of the legal form, the same deadline applies: members or shareholders must pay in their committed capital contribution in full within 90 days of the enterprise registration certificate being issued — time spent transporting or importing in-kind contributions, and time needed for administrative title-transfer procedures, does not count toward this period (Điều 47(2) for the multi-member LLC, Điều 75(2) for the single-member LLC, Điều 113(1) for the joint-stock company, all in the Enterprise Law). If the deadline is missed, the charter capital must be reduced to the amount actually paid in within a further 30 days. For capital contributions from foreign investors, payment must be made through the separate direct-investment capital account (DICA) — see MaiVN's guide to opening a bank account in Vietnam for details.
Conclusion
Anyone starting a business in Vietnam should first choose the appropriate legal form — usually one of the LLC forms, or, once there are three or more members interested in a share structure, the joint-stock company — and then decide whether forming the company before or after investment registration makes more sense. Both paths have been legally available since March 1, 2026, with a firm 12-month deadline for the company-first route. No minimum capital threshold needs to be met; the 90-day deadline for actually paying in the capital applies in every case.
MaiVN Consulting guides foreign investors through choosing the right legal form and starting a business in Vietnam — from registration strategy to paying in capital on time. Contact us for an assessment of your specific case.