A wholly foreign owned enterprise Vietnam structure is available in most business lines, and it is the default we recommend wherever the sector permits it. Full ownership avoids the governance friction of a joint venture, keeps intellectual property under group control and simplifies eventual exit.
The exceptions matter, though. This guide sets out when 100% ownership is available, which entity type to use, and the six rules that determine whether the structure survives contact with the licensing authority.
Wholly Foreign Owned Enterprise Vietnam: When 100% Is Allowed
Most manufacturing, information technology, software, consulting, engineering and business services lines are open to full foreign ownership. Restrictions concentrate in a defined set of conditional sectors including advertising, certain logistics and transport services, telecommunications with network infrastructure, some education levels, and lines linked to national security.
Entitlement depends on the instrument the investor can rely on. The WTO schedule is the baseline; the CPTPP, EVFTA, UKVFTA and VN–UAE CEPA go further in several sectors. Our note on WTO commitments and market access explains how to choose.
Wholly Foreign Owned Enterprise Vietnam: Choosing the Entity Type
A single-member limited liability company is the usual vehicle. It has one owner, a simple governance structure, no requirement for a general meeting, and transfer of the entire capital is straightforward on exit.
A joint stock company suits groups planning to bring in investors, issue employee share options or list in future, but requires at least three shareholders, which means a nominee or affiliate must hold a small stake. A multi-member limited liability company suits two or three affiliated holders. Converting later is possible but consumes three to four weeks of filings.
Wholly Foreign Owned Enterprise Vietnam: Capital Structure
The investment registration certificate records total investment capital, and the enterprise registration certificate records charter capital. The difference is the borrowing headroom for registered offshore loans, so both figures should be set with the funding plan in mind rather than defaulted to the same number.
Charter capital must be contributed within ninety days of the enterprise registration certificate through the direct investment capital account. Statutory minimums apply in conditional sectors. Our guides on total investment capital and the DICA account cover the mechanics.
Wholly Foreign Owned Enterprise Vietnam: Governance and Control
The charter is the control document. For a single-member limited liability company it allocates authority between the owner, the company president or members’ council, and the director, and it sets which decisions require owner consent.
Groups should reserve capital expenditure above a threshold, related party contracts, borrowing, litigation and personnel decisions at senior level to the owner. Where the resident director is a local hire, the reservation list is the practical safeguard, because the public record shows the director as able to bind the company.
Wholly Foreign Owned Enterprise Vietnam: Sub-Licences
The enterprise registration certificate does not authorise regulated activities. Distribution and retail require a business licence under Decree 09/2018/ND-CP; education, healthcare, real estate business, logistics, payment services and food production each require their own approvals.
Sub-licence conditions frequently include minimum capital, qualified personnel and physical premises, which means they influence the corporate structure rather than merely following it. Identify them before the investment registration certificate is filed, not after. See our note on trading licences and the ENT test.
Wholly Foreign Owned Enterprise Vietnam: When a Joint Venture Is Unavoidable
Where the sector is capped, the choices are a genuine joint venture, a restructured business model that moves the restricted activity into a separately owned company, or an alternative instrument such as convertible preference shares that convert when the restriction lifts.
What we do not recommend is a nominee arrangement dressed up as a joint venture. Contracts whose purpose is to conceal ownership that the law does not permit are exposed under the Civil Code 2015, as explained in our analysis of the VIE structure.
Wholly Foreign Owned Enterprise Vietnam: Launch Checklist
A wholly foreign owned enterprise Vietnam project runs smoothly when four things are settled before filing. First, the business lines are narrowed to what is genuinely needed at launch. Second, the holding jurisdiction is chosen so that the most favourable treaty instrument is available. Third, the equity and debt split is sized against the funding plan rather than defaulted. Fourth, the sub-licences the model requires are identified, with their capital, personnel and premises conditions built into the structure.
Where all four are settled, a wholly foreign owned enterprise Vietnam licence follows the ten-working-day track for the investment registration certificate and three working days for enterprise registration. Where they are not, the same project takes three to four months and frequently requires an amendment within the first year. The difference is preparation rather than any discretion exercised by the authority.
15 Things to Prepare Before Setting Up an FDI Company in Vietnam
A four-page pre-filing checklist covering structure and market access, capital and the DICA account, licensing and legalisation, work permits, and tax. Current to July 2026, including Decree 96/2026/ND-CP, Decree 219/2025/ND-CP and Decree 236/2025/ND-CP.
Frequently Asked Questions
How long does it take to set up?
Ten working days for the investment registration certificate under Decree 96/2026/ND-CP plus three working days for enterprise registration, with legalisation abroad usually adding three to six weeks.
Can the owner be an individual?
Yes. A foreign individual may own a Vietnamese company, subject to the same market access conditions as a corporate investor.
Is a resident director required?
At least one legal representative must reside in Vietnam. The director role itself may be held by a foreign national with a work permit and residence card.
Can the company later admit a local partner?
Yes, by share transfer or capital increase, subject to M&A approval where the ownership thresholds are triggered.
Set Up Your Vietnam Entity
IVLF Advisors confirms ownership entitlement, selects the entity type, drafts the charter and reservation list, licences the company and obtains sub-licences. See also our company incorporation service and guidance from the Ministry of Planning and Investment. Contact our team.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
