Company Set-up, Governance & Contracts

What this chapter covers

Vietnamese company law is contained in Law No. 59/2020/QH14 on Enterprises, amended by Law No. 76/2025/QH15 from 1 July 2025, with registration detailed in Decree No. 168/2025/ND-CP as amended by Decree No. 296/2026/ND-CP. It applies to every company registered in Vietnam, whoever owns it. A foreign investor adds the Investment Registration Certificate from Chapter 1, an investment capital account and legalised documents; otherwise the rules below are the same for a Vietnamese founder and a multinational.

The chapter follows the life of a company. It starts with the choice of vehicle, since a single-member LLC, a joint stock company and a representative office are very different things, then walks through incorporation step by step, the rules on capital, the legal representative and governance, beneficial ownership, the alternative of a branch or representative office, the compliance calendar once the company is live, and the contract law it will trade under.

The vehicles in one paragraph

Foreign investors almost always use a limited liability company (single-member for a wholly owned subsidiary, multi-member for a joint venture of up to 50 members) or a joint stock company (three or more shareholders, shares, a board, the only form that can list). A branch of a foreign trader is possible only in sectors Vietnam has opened to branches and carries the parent's direct liability. A representative office cannot earn income at all but is a cheap, quick way to establish a presence for liaison and market research. Partnerships and private enterprises exist but are rarely used by foreign investors, and the business household, now registered with the commune authority, is open to Vietnamese citizens only.

The numbers that shape the structure

There is no general minimum charter capital, but whatever is registered must be paid in full within 90 days of the Enterprise Registration Certificate, through the investment capital account in the case of a foreign investor, and the IRC separately fixes the schedule for funding the wider project. Every company needs at least one legal representative resident in Vietnam at all times. The Enterprise Registration Certificate takes three working days once the dossier is valid; the IRC that a foreign-led project needs takes ten. Any individual who owns or controls 25% or more must be declared as a beneficial owner, nominee shareholdings are prohibited, and changes to registered details must be notified within ten days.

What changed in 2025 and 2026

Law No. 76/2025/QH15 brought beneficial ownership into the Law on Enterprises, capped private bond issues by non-public joint stock companies, made a failure to contribute registered capital without a capital reduction a prohibited act, gave shareholders a route to convene a general meeting where the board fails to, and allowed public officials to found and manage enterprises in science, technology, innovation and digital transformation. It left the voting thresholds, the organs of each company form and the 90-day capital rule unchanged. Decree No. 168/2025/ND-CP rewrote the registration procedure around the National Business Registration Portal, and Decree No. 296/2026/ND-CP added electronic authentication for filings and an express prohibition on holding capital in another person's name. Vietnam joined the Apostille Convention, which it applies from 11 September 2026, so most foreign corporate documents no longer need consular legalisation. The State Bank's Circular No. 38/2026/TT-NHNN reshaped the investment capital account from 18 August 2026 and lets it be opened before the IRC. The business licence fee, long an annual irritant, was abolished from 2026.

How to use this chapter

If you have decided on a wholly owned LLC and simply need the procedure, go to Setting up a company step by step, then to the compliance calendar. If you are weighing a joint venture, read Choosing a business vehicle and Legal representative and governance together, because the governance rules differ sharply between an LLC and a joint stock company. If you want a presence without a company, Branches and representative offices explains what each may and may not do.