Vietnam has emerged as one of Asia’s most compelling destinations for foreign investment, underpinned by resilient economic growth, a strategic regional position, and ongoing reforms to expand market access. Despite broad market openness, foreign investors in Vietnam may operate only within their approved business scope and remain subject to ownership limits, corporate structure, and sector-specific regulatory restrictions.
Business structures available for foreign investors
Vietnamese law allows foreign investors to establish and operate in Vietnam through various legal forms. Where investors establish a company (as opposed to a representative office or branch office), an Enterprise Registration Certificate (ERC) will be issued. The most commonly used legal forms include:
A limited liability company (LLC);
A branch office (BO); and
A representative office (RO).
Limited liability company
An LLC is a legal entity with liability limited to the capital contributed and is not permitted to issue shares. LLCs may be structured as:
Single-member LLCs, owned by one individual or corporate entity; or
Multiple-member LLCs, owned by between two and 50 investors.
A single-member LLC features simplified, owner-centred decision-making, while a multiple-member LLC follows a more formal governance structure with a members’ council and collective decision-making.
The establishment timeline is approximately eight to 16 weeks.
Branch office
A BO is not a separate legal entity and is primarily available to foreign investors in certain service sectors (e.g., banking or finance). BOs may conduct commercial activities within the licensed scope of the parent companies, hire employees, and remit profits abroad.
The establishment process generally takes around 12 weeks.
Representative office
An RO is not permitted to conduct profit-generating activities and is typically used for market research, promotion, and liaison functions. RO licences are valid for five years and are renewable.
The set-up timeline is around six to eight weeks.
Capital requirements
Vietnam generally does not impose statutory minimum capital requirements, except for regulated sectors such as banking and insurance. In common sectors – including manufacturing, trading, construction, and engineering services – investment capital is determined by investors based on business scale and operational needs.
Foreign investors must open a Direct Investment Capital Account (DICA) with a licensed commercial bank in Vietnam to contribute registered capital and conduct all foreign direct investment-related transactions. Each foreign-invested enterprise may maintain only one DICA, denominated in VND or a foreign currency as stated in its Investment Registration Certificate (IRC). Registered charter capital must be fully contributed through the DICA within 90 days from the issuance date of an ERC.
Understanding Vietnam’s conditional business sectors
Under the Law on Investment No. 61/2020/QH14, as amended (LOI 2020), certain business lines are classified as conditional sectors for foreign investment and are subject to market access conditions, statutory requirements, or regulatory approvals. For example, foreign ownership in certain logistics subsectors is capped at 49% or 51%, depending on the service, while telecommunications services involving network infrastructure are generally subject to a 49% foreign ownership limit under Vietnamese law and applicable international commitments.
What is new under Law on Investment 2025
On December 11 2025, the National Assembly passed the Law on Investment No. 143/2025/QH15 (LOI 2025), introducing notable reforms to Vietnam’s investment regime. The law narrows investment policy approval to 20 specified projects, removes 38 conditional business lines, and allows foreign investors to establish enterprises without first obtaining an IRC (i.e., without an upfront investment project).
LOI 2025 will replace LOI 2020 from March 1 2026, while provisions on conditional business lines, including Appendix IV (List of conditional business lines), will take effect from July 1 2026. The Ministry of Finance is designated as the focal authority for unified state management of investment activities.
Final thoughts
Vietnam offers relatively broad market access for foreign investors within a dynamic and evolving regulatory environment. That said, foreign investors – particularly those operating in regulated or high-risk sectors – must continue to observe applicable national and sector-specific requirements.
LOI 2025 reflects a clear policy direction towards procedural simplification, but it does not remove regulatory oversight where it remains necessary.
