100% Foreign-Owned Company in Vietnam: Eligibility, Structure and Setup

A 100% foreign-owned company can be a workable Vietnam entry vehicle, but only after the proposed activity has passed the current foreign-investor market-access test. The commercial question is not whether an overseas founder is generally allowed to own a company. It is whether the exact activity, scope, investor and location allow full ownership, and what must happen before the entity starts implementing its project. [1, 2]

Direct Answer

Direct answer: A 100% foreign-owned company may be available in Vietnam where the proposed activities are not closed to foreign investors and every applicable market-access and operating condition is met. Current law does not create a universal right to full foreign ownership. Test the precise activity, permitted ownership level, investment form, scope, investor conditions and sector rules before choosing an entity or filing. [1, 2]

Key Takeaways

The answer is activity-specific, not nationality-specific

Full foreign ownership is a result of a structured assessment, not a label that can be attached to any Vietnam company. Article 8 of the Law on Investment No. 143/2025/QH15, effective from 1 March 2026, gives foreign investors market access on the same conditions as domestic investors except for activities in the Government’s restricted market-access list. The same Article allows conditions to address, among other things, the foreign ownership percentage, investment form, scope of activity, investor or partner capacity and other legal or treaty conditions. [1, 2]

This is why “our business is technology” or “we provide consulting” is too broad for a reliable conclusion. A proposal may combine several activities. One may be open to full ownership, another may have a foreign-investor condition, and a third may require a separate operating licence. The business description needs to be translated into exact proposed activities and, where relevant, the Vietnamese business classification and sectoral terminology used by the reviewing authority. That disciplined description is more useful than starting with a desired share split. [1, 2]

Nationality matters only where an applicable treaty commitment or rule makes it relevant. It is therefore safer to ask which entity is investing, where it is incorporated, which activity it will conduct and which commitments or sector rules apply than to rely on broad claims that a particular passport does, or does not, permit 100% ownership. A Vietnam-incorporated company with foreign capital can also face foreign-investor conditions in later investments where the statutory foreign-ownership tests are met. [1]

Four terms to keep separate

A foreign investor is the person or organisation making the investment. A foreign-invested economic organisation is a Vietnam economic organisation with foreign investment, a category that can matter for later investments. An Enterprise Registration Certificate, or ERC, establishes the enterprise’s core legal identity. An Investment Registration Certificate, or IRC, records a registered investment project. “Foreign-invested enterprise” or FIE is useful commercial shorthand, but it does not itself prove a particular ownership percentage or operating permission. [1, 3, 9]

The practical implication is simple: use “100% foreign-owned” to describe the intended ownership outcome, not as a substitute for the market-access analysis. The authority may need to consider the investor, activity, project, location, documents and the real ownership chain. The more complex the group structure or business model, the earlier that work should be done. [1, 4]

Run a three-layer full-ownership test before choosing a structure

A reliable screen asks three different questions in order: can the activity be pursued at all, is 100% foreign ownership available for it, and what conditions govern actual operation? Treating all three as one “licence check” obscures the decision. [1, 2]

First, identify whether the proposal includes a prohibited or otherwise incompatible activity. Second, consult the foreign-investor restricted market-access list in Appendix I to Decree No. 96/2026/ND-CP, effective 31 March 2026, and the precise sectoral rule. An entry or sector rule may impose a particular ownership level, investment form, activity scope or investor qualification. Third, separately test conditional-business requirements, project approvals, premises or land constraints, technical conditions and any operating licence. A clear result at one layer is not a clearance at the next. [1, 2]

The diagram below is an editorial decision aid based on Articles 8, 18, 19, 21 and 26 of the Law on Investment and Decree 96. It intentionally ends in verification rather than an approval outcome. Appendix I and sector rules must be read against the actual business plan, not a generic company name. [1, 2]

Figure 1. Full-ownership eligibility decision tree. Original visual created from cited legal framework. Source: 1; 2

A condition is not automatically a prohibition. It may mean that a different equity split, a permitted investment form, a local partner, a professional qualification, a limited scope or another approval must be considered. Conversely, an apparent absence from a high-level list should not be treated as automatic approval if the activity is regulated elsewhere. Keep a written activity map with an owner for each answer, the source consulted and the date checked. [1, 2]

Full-ownership eligibility matrix

Use this working matrix in an internal scoping meeting. It is a method for documenting uncertainty, not a substitute for the authority’s review or specialist advice. [1, 2]

Why the sequence matters in 2026

Since 1 March 2026, Article 19(2) permits a foreign investor to establish an economic organisation implementing an investment project before carrying out IRC grant or adjustment procedures, while requiring the investor to meet Article 8 market-access conditions during establishment. This creates sequencing flexibility. It does not mean an investor has a blanket clearance for 100% ownership or that a project can be implemented before the applicable investment procedures are complete. [1, 9, 11]

The distinction is commercially important. An ERC concerns the enterprise’s identity, such as its name, address, legal representative and charter capital. An IRC records the key characteristics of the investment project, including its objectives, location, capital, schedule and operating term. The Ho Chi Minh City Investment and Trade Promotion Centre notes that forming the company first should not be read as permission to implement the project before the IRC is obtained where that procedure remains applicable. [1, 9]

A company-first sequence can be useful where a carefully assessed plan needs an early legal presence for preparatory arrangements. It can also create exposure if the project later fails to meet the applicable conditions: the entity may already have administrative, tax, contractual or employment obligations. For activities involving substantive regulatory review, a location issue, land, a restricted business line or a material ownership question, testing the investment route before incurring irreversible commitments is often the more controlled decision. [9, 11]

Do not reduce the choice to “IRC first” versus “ERC first”. The decision is whether the investor has enough verified information to establish the entity without creating a mismatch between the entity, the ownership commitment, the project and the permitted activities. Authority practice and dossier requirements remain case-specific. [1, 2, 9]

Choose the legal vehicle after eligibility is understood

A wholly foreign-owned operating subsidiary will commonly be structured as a limited liability company, or LLC, or a joint stock company, or JSC. Both are enterprise forms governed by the Law on Enterprises as amended. Neither form overrides foreign-investor market-access conditions. The right form follows the approved ownership and governance plan, not the other way around. [3, 4]

An LLC may suit a closely held business where the investor wants a defined member or owner structure and a governance model aligned to that ownership. A JSC is a different share-based form that can better accommodate a shareholder-oriented capital structure. The appropriate choice should be documented against the group’s expected ownership changes, governance, funding route, management authority and any sector-specific requirement. Do not assume that a JSC is necessary merely because the parent is a corporation, or that an LLC means fewer compliance obligations. [3, 4]

A representative office is not a wholly foreign-owned subsidiary and should not be used as a shortcut to an operating company. It is a foreign-trader presence governed by a different regime. It may suit permitted market research or promotion functions, but it is not a substitute for an eligible local operating entity. The same caution applies to informal local arrangements that are described as “partners” without matching the actual commercial and regulatory allocation of responsibility. [9]

Capital planning should also be matched to the selected vehicle. Charter capital, project capital and the commercial funding plan should be internally consistent; they should not be selected merely because a comparable business used a particular figure. This article does not state a universal minimum because the relevant amount may turn on the investment project, activity, location, sectoral requirements and authority or bank assessment. Treat capital as an evidence-backed part of the plan, alongside ownership and scope, rather than a final form-filling exercise. [1, 2, 8]

Inline image: ownership and governance decisions benefit from a documented internal review.

Figure 2. Ownership-route map. Original visual created from cited legal framework. Source: 1; 2

The route map is a decision aid, not a conclusion on any transaction. Under Article 18, recognised investment forms include establishing an economic organisation and contributing capital or buying shares or capital interests. Under Article 21, a foreign investor’s acquisition route must also satisfy the Article 8 market-access conditions and may require prior registration in specified cases, including certain conditional activities, increases beyond the statutory foreign-ownership threshold and land-sensitive cases. A purchase is not an exemption from the ownership analysis. [1, 2]

Plan the dossier around real ownership and a coherent operating story

Document integrity is part of eligibility. Law No. 76/2025/QH15, effective 1 July 2025, introduced beneficial-owner information obligations for enterprises with legal-person status. The law defines a beneficial owner as an individual with actual ownership of charter capital or a controlling interest, subject to the statutory wording and exceptions. It requires collection, updating and retention of beneficial-owner information, and relevant enterprise dossiers include a beneficial-owner list where applicable. [4]

Decree No. 296/2026/ND-CP, effective 23 July 2026, strengthened the registration principles. The Government’s official explanation states that founders self-declare and are responsible for the legality, truthfulness and accuracy of the registration dossier; owners, members and shareholders must not hold capital in another person’s name. This is a reason to resolve nominee questions at the design stage. It is not a reason to label a structure unlawful without a fact-specific review. [6, 10]

For a multilayer group, prepare a clean ownership chart before gathering forms. It should identify each entity in the chain, ownership percentages, control rights, authorised signatories and the individuals who may meet the beneficial-owner definition. Then test whether the activity description, charter, investment documents, corporate approvals and bank narrative tell the same story. Inconsistent capital, scope or ownership explanations are practical risks even when the commercial plan is legitimate. [4, 6, 10]

The enterprise-registration process is supported by the National Business Registration Portal, which provides an online registration route and status information. The electronic process does not mean that every foreign investor can assume a fully remote, document-free application. Decree 296 allows authorities to use connected state data but also permits requests for documents if information is unavailable, incomplete or inaccurate. Signature, authorisation, translation, legalisation and authority requirements should be confirmed for the filing route and investor’s documents. [6, 7]

Capital and banking should be planned, not assumed

Foreign-exchange arrangements belong in the setup plan from the beginning. State Bank of Vietnam Circular No. 38/2026/TT-NHNN, effective 18 August 2026, governs the opening and use of foreign-currency and Vietnam-dong investment capital accounts, capital contribution and relevant transfers. It requires truthful and complete transaction declarations and supporting documents at a licensed bank’s request; after issuance or amendment, relevant IRC or ERC documents must be provided to the bank where the investment capital account is held. [8]

That framework does not provide a universal bank-document checklist or guarantee account opening. The bank’s customer due diligence, the investor’s ownership chain, the transaction type and the final registration sequence can all matter. Avoid legacy terminology and do not assume that an ordinary operating account can perform the role of an investment capital account. Obtain the selected bank’s current written requirements before committing to a remittance or capital timetable. [8]

What this means for an overseas founder

For an overseas founder, the productive next step is to convert a commercial pitch into a verification pack before instructing incorporation. Write the first-year activity scope in plain English and Vietnamese, identify the investor and ultimate owners, state the intended ownership percentage, identify the proposed city or zone and list the contracts, premises, staff and regulated permissions needed to deliver the offer. This enables a meaningful access screen rather than a generic incorporation quote. [1, 2, 4]

Build an internal decision record with five short answers: What exactly will the Vietnam entity sell or do? Which activity may be foreign-investor restricted or conditionally regulated? Does 100% ownership satisfy the applicable condition? What project, location or operating permission is needed before launch? Who actually owns and controls the entity? If any answer is unknown, the decision is not “no”; it is “not yet verified”. That distinction helps teams avoid premature partner commitments or public launch dates. [1, 2, 4]

Before filing, reconcile the same five facts across the business plan, proposed charter, corporate approvals, ownership chart, investment materials and bank-facing narrative. This does not guarantee an authority or bank outcome. It does give the investor a coherent working record and makes it easier to spot a scope change that calls for another market-access screen. A new sales channel, regulated add-on service, change of investor or change of location can alter the assumptions on which the full-ownership conclusion was based. [1, 2, 4, 8]

A sensible workstream is to assign commercial scope to the business lead, corporate evidence to the parent-company secretary, ownership mapping to legal or finance, project and premises facts to operations, and the bank narrative to finance. Reconcile the outputs before filing. This division avoids the common problem in which different advisers receive different versions of the intended activity or ownership story. [4, 6, 8]

Common mistakes to avoid

Assuming that a local partner is always required, or that one is never required. The law’s market-access baseline is conditional, not a universal yes or no. The exact activity and applicable source govern the answer. [1, 2]

Treating 100% foreign ownership as a company form. An LLC or JSC is a legal vehicle. Eligibility for full ownership is a separate market-access finding. [1, 3]

Using a nominee shareholder or capital holder to force an ownership outcome. Current enterprise-registration rules require genuine ownership and prohibit holding capital in another person’s name. [4, 6]

Starting operational activity because an ERC has been issued. Entity establishment and project implementation are distinct; applicable investment, sectoral and operating conditions still need to be met. [1, 9]

Assuming a generic bank account sequence. The current foreign-exchange framework uses investment capital accounts and leaves document review to the licensed bank within the regulatory framework. [8]

Relying on an old 2020-era checklist. The Law on Investment No. 143/2025/QH15 and Decree No. 96/2026/ND-CP are now in force, while a further Law on Investment amendment is scheduled to change Appendix IV from 1 March 2027. Refresh the assessment if the filing or publication crosses that date. [1, 2, 12]

NEXT STEP Before selecting a wholly owned structure, discuss the proposed activities and setup route with VietPard’s company setup team.

FAQ: Can a foreigner own 100% of a company in Vietnam?

Potentially, yes. Full foreign ownership may be available when the specific activity is not closed to foreign investors and the applicable market-access and operating conditions are met. Article 8 provides domestic-equivalent market access except for restricted activities, but a condition may address ownership percentage, investment form, scope, investor capacity or other legal or treaty requirements. The answer must be tested against the actual plan. [1, 2]

FAQ: Which businesses allow 100% foreign ownership in Vietnam?

There is no safe universal list for commercial use. The current starting point is Appendix I to Decree 96/2026/ND-CP, read with the activity’s sectoral legislation and any relevant international commitment. A business can contain several regulated activities, so a broad industry label is unreliable. Record the exact activity, source, condition and date checked before presenting 100% ownership as an option. [1, 2]

FAQ: Do I need a Vietnamese partner to open a company?

Not necessarily. A Vietnamese partner is not a universal requirement under the market-access baseline. However, an applicable condition may affect ownership, investment form, scope, capacity or other elements for the precise activity. If a local partner is considered, the arrangement should follow the real economic and governance relationship. It should not be used as a nominee device to bypass an ownership condition. [1, 2, 6]

FAQ: Can a foreign investor buy a Vietnamese company instead of incorporating one?

A foreign investor may invest through capital contribution or the purchase of shares or capital interests. This route still must comply with foreign-investor market-access conditions, national defence and security requirements, and relevant land rules. Article 21 also identifies cases in which registration is required before the enterprise changes its members or shareholders. An acquisition should therefore begin with the target’s activities, ownership result and land profile, not only its valuation. [1, 2]

FAQ: What is a nominee shareholder in Vietnam?

A nominee arrangement is broadly a situation in which a person holds an ownership interest for another person or entity. Under the 2026 enterprise-registration changes, company owners, members and shareholders must contribute and hold capital in accordance with the rules and must not hold capital in another person’s name. Beneficial-owner information also needs to be handled where applicable. Obtain fact-specific advice rather than trying to cure a hidden ownership arrangement through informal documents. [4, 6, 10]

Conclusion: verify ownership first, then build the entity

A 100% foreign-owned company in Vietnam can be the right operating structure, but it should be the output of a current-law assessment rather than its starting assumption. Define the activities precisely; test foreign market access, sectoral conditions and implementation requirements; document the real ownership chain; and choose the LLC, JSC and registration sequence that matches the confirmed route. Recheck the legal framework before filing, especially if a project will move into 2027 when the adopted amendment to Appendix IV takes effect. [1, 2, 12]

Sources and Further Reading

A governance review should precede filing

Inline image: a governance and documentation review before a market-entry filing.

[1] National Assembly of Vietnam, Law on Investment No. 143/2025/QH15. Issued 11 December 2025; effective 1 March 2026. Articles 8, 18, 19, 20, 21 and 26. Official Vietnamese text controls. Accessed 2026-09-09. Open source

[2] Government of Vietnam, Decree No. 96/2026/ND-CP detailing and guiding the Law on Investment. Issued and effective 31 March 2026. Consult Appendix I and sectoral rules for the exact activity. Accessed 2026-09-09. Open source

[3] National Assembly of Vietnam, Law on Enterprises No. 59/2020/QH14. Issued 17 June 2020; effective 1 January 2021; read as amended. Accessed 2026-09-09. Open source

[4] National Assembly of Vietnam, Law No. 76/2025/QH15 amending the Law on Enterprises. Issued 17 June 2025; effective 1 July 2025. English Official Gazette reference translation; Vietnamese text controls. Accessed 2026-09-09. Open source

[5] Government of Vietnam, Decree No. 168/2025/ND-CP on enterprise registration. Issued 30 June 2025; effective 1 July 2025; read as amended by Decree 296/2026/ND-CP. Accessed 2026-09-09. Open source

[6] Government Portal, “How does online enterprise registration work?” Explanation of Decree No. 296/2026/ND-CP. Published 24 July 2026; Decree effective 23 July 2026. Accessed 2026-09-09. Open source

[7] National Business Registration Portal, official home and Online Business Registration route. Operational reference, accessed 2026-09-09. Open source

[8] State Bank of Vietnam, Circular No. 38/2026/TT-NHNN on foreign-exchange management of foreign investment activities. Issued 31 July 2026; effective 18 August 2026. English Official Gazette reference translation; Vietnamese text controls. Accessed 2026-09-09. Open source

[9] Ho Chi Minh City Investment and Trade Promotion Centre, “Which investing structure should foreign investors choose?” Official local investment-promotion context. Accessed 2026-09-09. Open source

[10] KPMG Vietnam, “Decree 296 on enterprise registration.” Professional cross-check, published 7 August 2026. Used to interpret, not replace, primary law. Accessed 2026-09-09. Open source

[11] Rödl & Partner, “Key Updates in Vietnam’s New Investment Law.” Professional cross-check, published 18 February 2026. Used to interpret, not replace, primary law. Accessed 2026-09-09. Open source

[12] National Assembly of Vietnam, Law No. 24/2026/QH16 amending the Law on Investment. Adopted 24 August 2026; generally effective 1 March 2027. Future refresh trigger only. English Official Gazette reference translation; Vietnamese text controls. Accessed 2026-09-09. Open source