Can Foreigners Own 100% of a Company in Vietnam?

Foreign investors often ask whether they can establish and own 100% of a company in Vietnam without having a Vietnamese shareholder or business partner.

The short answer is: in many business sectors, 100% foreign ownership is possible, but it is not automatically available for every business activity.

Whether a foreign investor can establish a wholly foreign-owned company depends primarily on the proposed business activities, applicable market access conditions, foreign ownership restrictions and any sector-specific licensing requirements.

For this reason, investors should determine their foreign ownership position before establishing the company.

This guide explains how foreign ownership works in Vietnam, when 100% foreign ownership may be available, when restrictions may apply, and what foreign investors should consider before setting up a company.

For the complete incorporation process, see our main guide: Set Up Company in Vietnam: Complete Guide for Foreign Investors.

1. Can Foreigners Own 100% of a Company in Vietnam?

Yes. Foreign investors can establish companies in Vietnam with 100% foreign ownership in business sectors where foreign investment is permitted without a foreign ownership limitation or other condition requiring local participation.

A foreign-owned company may therefore be established and controlled entirely by:

• A foreign individual;

• A foreign company;

• Multiple foreign investors; or

• Other eligible foreign investors,

depending on the proposed investment structure and applicable regulations.

However, the fact that Vietnam permits foreign investment does not mean that every business activity is automatically open to unrestricted foreign ownership.

The investor must first determine whether the specific business activity is open to foreign investors and whether any conditions apply.

2. Does Every Business Allow 100% Foreign Ownership?

No.

Foreign ownership depends on the particular business activities that the company intends to conduct.

Vietnam's investment framework provides market access rules for foreign investors. Certain sectors may be subject to:

• Foreign ownership limitations;

• Conditions applicable to foreign investors;

• Specific forms of investment;

• Licensing requirements;

• Requirements concerning Vietnamese partners;

• Other market access conditions.

Consequently, an investor should not determine the ownership structure based solely on the company's proposed name or general industry.

The legal assessment should focus on the actual business activities.

For example, "technology company" is a broad description. The legal analysis may be different depending on whether the company develops software, provides online services, operates an e-commerce platform, provides telecommunications services or conducts another regulated activity.

3. What Is a 100% Foreign-Owned Company?

A 100% foreign-owned company is a Vietnamese legal entity whose ownership is entirely held by foreign investor(s).

Depending on the number and structure of investors, the company may generally be established in an appropriate corporate form such as:

• A single-member limited liability company;

• A multi-member limited liability company; or

• A joint stock company.

The choice of entity should be based on the investor's ownership structure and long-term business objectives.

A wholly foreign-owned company is still a Vietnamese company incorporated under Vietnamese law.

It is not the same as simply operating a foreign company from overseas.

4. Can One Foreign Individual Own 100% of a Vietnamese Company?

A foreign individual may establish and own a company in Vietnam where the proposed business activity is open to the relevant foreign investment structure.

A single foreign investor may consider a single-member limited liability company where that structure is suitable for the investment.

This can be attractive for entrepreneurs who:

• Want direct control of the business;

• Do not need Vietnamese shareholders;

• Prefer a relatively straightforward ownership structure;

• Intend to operate the business through a Vietnamese legal entity.

However, the investor should still assess market access and any sector-specific requirements before proceeding.

5. Can a Foreign Company Own 100% of a Vietnamese Company?

A foreign corporate investor may also invest in and own a Vietnamese company, subject to the applicable investment and market access rules.

This structure is commonly considered when an overseas parent company wants to establish a subsidiary or operating company in Vietnam.

The foreign corporate investor may need to provide corporate documents demonstrating its legal status, ownership and authorized representatives.

Foreign-issued documents may also be subject to applicable authentication, legalization, translation or certification requirements.

The exact documentation should therefore be confirmed based on the jurisdiction of the foreign parent company and the proposed investment structure.

6. Do You Need a Vietnamese Partner?

One of the most common misconceptions about foreign investment in Vietnam is that every foreign investor must find a Vietnamese partner.

This is not correct.

A Vietnamese shareholder may be necessary in certain sectors or investment structures where foreign ownership is restricted or particular market access conditions apply.

However, where the proposed business activity permits full foreign ownership, an investor may be able to establish a company without a Vietnamese shareholder.

The correct approach is therefore:

First determine the market access conditions. Then determine whether a local partner is legally required.

A foreign investor should not give away equity merely because they have been told that a Vietnamese partner is always necessary.

7. How to Determine Whether 100% Foreign Ownership Is Allowed

A foreign investor should conduct a structured legal assessment.

Step 1: Identify the actual business activities

The first step is to clearly describe what the company will actually do.

This may include:

• Selling products;

• Importing or exporting goods;

• Manufacturing;

• Providing consulting services;

• Software development;

• Technology services;

• Education;

• E-commerce;

• Logistics;

• Real estate;

• Professional services;

• Other specialized activities.

The description should be sufficiently precise to allow the applicable market access conditions to be identified.

Step 2: Determine the relevant business lines

The proposed activities should then be matched with the relevant business classifications and legal categories.

This is important because a single commercial business model may involve several legally distinct activities.

Step 3: Check foreign investor market access

The investor should determine whether each proposed activity is:

• Open to foreign investors;

• Subject to foreign ownership restrictions;

• Subject to other market access conditions;

• Subject to additional licensing;

• Restricted under applicable regulations.

Step 4: Determine the ownership structure

Only after the market access assessment should the investor determine whether the company should be:

• 100% foreign-owned;

• Jointly owned with Vietnamese investors; or

• Structured through another legally appropriate investment arrangement.

8. What Happens If a Business Has Foreign Ownership Restrictions?

Where a business activity is subject to a foreign ownership limitation, the investor cannot simply register 100% foreign ownership without considering that restriction.

Depending on the applicable regulations, the investor may need to:

• Reduce the foreign ownership percentage;

• Establish a joint venture;

• Work with a Vietnamese investor;

• Satisfy specific licensing requirements;

• Adopt another legally permitted investment structure.

The appropriate solution depends on the specific sector.

This is why foreign ownership analysis should be conducted at the beginning of the investment process rather than after the company documents have already been prepared.

9. 100% Foreign-Owned Company vs Joint Venture

Foreign investors often compare a wholly foreign-owned company with a joint venture.

100% foreign-owned company

Potential advantages include:

• Greater control over business decisions;

• No need to divide ownership with a Vietnamese shareholder;

• Greater control over corporate governance;

• Potentially clearer ownership arrangements.

However, the structure is only available where the applicable market access rules permit it.

Joint venture

A joint venture may be appropriate where:

• Local participation is required;

• The foreign investor wants local market knowledge;

• The Vietnamese partner contributes business relationships or operational resources;

• The parties have complementary capabilities.

A joint venture should therefore be based on a genuine commercial or legal requirement rather than the assumption that foreign investors cannot own companies independently.

10. What Company Structure Is Suitable for 100% Foreign Ownership?

There is no single company structure that is appropriate for every foreign investor.

Single-member LLC

A single-member LLC may be suitable when there is one investor that wants to own the company directly.

This can be particularly relevant to:

• Individual foreign entrepreneurs;

• Foreign parent companies establishing subsidiaries;

• Investors who want a straightforward ownership structure.

Multi-member LLC

A multi-member LLC may be considered where there are multiple investors and the desired structure fits the legal requirements.

Joint Stock Company

A JSC may be more appropriate where the investment involves multiple shareholders and the business requires a share-based corporate structure.

The decision should consider both the current ownership structure and the investor's future plans.

For a detailed comparison, see our upcoming guide:

LLC vs JSC in Vietnam: Which Company Structure Is Right for Foreign Investors?

11. Does 100% Foreign Ownership Mean There Are No Restrictions?

No.

Full foreign ownership does not mean that the company is exempt from Vietnamese laws.

A wholly foreign-owned company remains subject to applicable requirements relating to:

• Investment;

• Enterprise registration;

• Tax;

• Accounting;

• Labor;

• Contracts;

• Invoicing;

• Foreign exchange;

• Business-specific licenses;

• Data and technology requirements where applicable;

• Other corporate compliance matters.

The ownership structure answers one question:

Who owns the company?

It does not answer:

What can the company legally do?

Those are separate legal issues.

12. Can a 100% Foreign-Owned Company Conduct Trading Activities?

Trading activities require particular attention because foreign investment conditions can depend on the precise nature of the trading activity.

An investor should distinguish between activities such as:

• Manufacturing goods;

• Importing goods;

• Exporting goods;

• Wholesale;

• Retail;

• Distribution;

• E-commerce.

The legal requirements can differ depending on the actual activity.

Therefore, a foreign investor intending to establish a trading company should have the proposed distribution and trading model reviewed before incorporation.

A company may be 100% foreign-owned while still requiring additional licenses or approvals for particular commercial activities.

13. Can a 100% Foreign-Owned Company Hire Employees?

A foreign-owned Vietnamese company can employ workers in Vietnam, subject to applicable labor regulations.

The company should consider requirements relating to:

• Employment contracts;

• Labor management;

• Social insurance where applicable;

• Payroll;

• Tax;

• Foreign employees;

• Work permits or applicable exemptions;

• Internal labor policies where required.

Foreign ownership does not eliminate ordinary employer compliance obligations.

For companies intending to employ foreign managers, specialists or technical workers, immigration and work authorization requirements should also be considered as part of the overall setup plan.

14. Can a Foreign Investor Be the Legal Representative?

The legal representative of a Vietnamese company does not necessarily have to be a Vietnamese citizen simply because the company is foreign-owned.

However, the company must comply with the applicable requirements concerning legal representatives, residence and management.

The investor should therefore consider the legal representative structure carefully when preparing the company registration documents.

Where the foreign investor will not regularly be present in Vietnam, the company should also consider how signing authority, corporate management and ongoing compliance will be handled.

15. Does a Foreign Investor Need a Local Office?

A Vietnamese company generally needs a registered headquarters in Vietnam.

The investor should therefore identify an appropriate company address before completing the registration process.

Depending on the business and location, investors may consider:

• A dedicated office;

• A serviced office;

• A suitable commercial premises;

• Another legally acceptable business address.

The address should be reviewed for suitability for the proposed business activities.

A registered address should not simply be selected because it is inexpensive; the investor should confirm that the address can legally support the intended business registration and operations.

16. What Are the Main Documents for Establishing a Foreign-Owned Company?

The required documents depend on the investor and investment structure.

Depending on the circumstances, the application may involve documents relating to:

• Foreign investor identification;

• Corporate investor registration;

• Financial capacity;

• Investment project;

• Company headquarters;

• Legal representative;

• Members or shareholders;

• Company charter;

• Investment registration;

• Enterprise registration.

Foreign corporate investors should pay particular attention to the formal requirements for documents issued outside Vietnam.

The appropriate checklist should be prepared after reviewing the investor's structure and jurisdiction.

17. How Much Capital Is Required for a 100% Foreign-Owned Company?

There is no single capital amount that can responsibly be presented as a universal minimum for all 100% foreign-owned companies.

The appropriate capital depends on factors such as:

• Business sector;

• Scale of the investment;

• Business model;

• Operating expenses;

• Premises;

• Equipment;

• Employees;

• Investment project;

• Sector-specific requirements.

Some activities may have specific financial requirements.

For other businesses, the proposed capital should be commercially reasonable and consistent with the investment plan.

Foreign investors should therefore avoid relying on a generic "minimum capital" figure without checking the applicable rules for their specific business.

18. What Are the Advantages of 100% Foreign Ownership?

Where legally available, full foreign ownership can provide several commercial advantages.

Greater control

The foreign investor can retain full ownership and control rather than sharing equity with a local shareholder.

Clearer corporate governance

Decision-making can be structured around the investor's preferred management model.

Protection of business strategy

The investor may have greater control over intellectual property, technology, commercial strategy and internal management.

Easier alignment with an overseas group

For multinational businesses, a wholly owned Vietnamese subsidiary can be integrated more directly into the parent company's regional structure.

However, these advantages must always be considered alongside the applicable Vietnamese legal and regulatory requirements.

19. What Are the Potential Disadvantages?

A wholly foreign-owned structure is not necessarily the best option in every case.

Potential considerations include:

• Greater responsibility for understanding the Vietnamese market;

• Full responsibility for compliance;

• Potentially more complex licensing for regulated activities;

• The need to build local operational capabilities;

• Foreign investor documentation requirements;

• Tax, accounting and labor compliance.

In some sectors, a Vietnamese partner may also provide practical commercial advantages even where full foreign ownership is legally possible.

The optimal structure should therefore balance legal feasibility and commercial strategy.

20. What Should Foreign Investors Do Before Registering?

Before submitting an application, an investor should ideally confirm five key points:

1. Business activity

What exactly will the company do?

2. Market access

Can a foreign investor conduct those activities?

3. Ownership

Can the investor own 100%?

4. Licensing

Are additional licenses required?

5. Corporate structure

Should the company be an LLC or JSC?

Once these questions are answered, the company formation process can be structured more efficiently.

21. How LHD Law Firm Helps Foreign Investors

LHD Law Firm assists foreign investors with legal matters relating to establishing and operating businesses in Vietnam.

Depending on the project, support may include:

• Foreign investment feasibility assessment;

• Market access assessment;

• Foreign ownership analysis;

• Corporate structure advice;

• Investment registration;

• Enterprise registration;

• Preparation and review of legal documents;

• Business licensing assessment;

• Post-registration compliance;

• Corporate legal support.

The scope of work can be tailored according to whether the investor is an individual, foreign company, joint venture or other investment structure.

Frequently Asked Questions

Can I own 100% of a company in Vietnam as a foreigner?

Yes, where the proposed business activity is open to full foreign ownership and no applicable restriction prevents it.

Do I need a Vietnamese shareholder?

Not necessarily. A Vietnamese shareholder may be required only where applicable market access or sector-specific rules impose such a requirement.

Can a foreign company own 100% of a Vietnamese subsidiary?

Yes, subject to the applicable investment and market access conditions.

Is a 100% foreign-owned company considered a Vietnamese company?

Yes. Once established under Vietnamese law, it is a Vietnamese legal entity with foreign ownership.

Can a foreign-owned company operate any business it wants?

No. The company may conduct registered business activities subject to applicable laws, licensing requirements and market access conditions.

Is an LLC or JSC better for a foreign investor?

It depends on the number of investors, ownership structure, governance requirements and future financing plans.

Does 100% foreign ownership remove licensing requirements?

No. A company may be wholly foreign-owned and still require additional licenses for certain business activities.

Ready to establish your company in Vietnam?

Visit our main guide:

Set Up Company in Vietnam: Complete Guide for Foreign Investors

or contact LHD Law Firm for legal assistance with your investment project: all@lhdfirm.com