Types of Companies in Vietnam: LLC, JSC, Branch and Representative Office
Foreign investors in Vietnam usually choose between four structures: a single-member limited liability company (LLC), a multi-member LLC, a joint stock company (JSC), or a non-company presence such as a representative office or branch. Most foreign-owned businesses start as a single-member LLC because it is simple to run and can be 100% foreign-owned in most sectors. A JSC suits companies that plan to raise capital or bring in many shareholders, while a representative office only suits market research and liaison work.
This guide explains each option under the Law on Enterprises and related rules, how they differ, and which one fits your plans.
Key Takeaways
An LLC has 1 to 50 owners, limits each owner's liability to their capital contribution and cannot issue shares.
A JSC needs at least 3 founding shareholders, has no maximum and can issue shares to raise capital.
A representative office is not a legal entity and cannot carry out revenue-generating business; a branch can trade, but only in sectors where Vietnamese law allows it.
Since the Law on Enterprises was amended in 2025, every company must also collect and keep information on its beneficial owners.
The Main Types of Companies in Vietnam
Under the Law on Enterprises, the business forms that foreign investors normally use are:
Single-member limited liability company: owned by one individual or one organisation.
Multi-member limited liability company: owned by 2 to 50 members, who can be individuals or organisations.
Joint stock company: owned by at least 3 shareholders, with charter capital divided into shares.
Vietnamese law also recognises partnerships and private enterprises, but they are rarely used for foreign investment. A foreign company can instead set up a representative office or, in permitted sectors, a branch, which operate under the parent company rather than as separate Vietnamese companies.
Single-Member LLC
A single-member LLC is the most common structure for a foreign parent company or individual investor entering Vietnam alone.
Ownership: one owner holds 100% of the charter capital.
Liability: the owner is liable for the company's debts only up to the charter capital.
Management: the owner appoints either a Company Chairman or a Members' Council, plus a Director or General Director.
Capital: the owner can increase capital, but the company cannot issue shares.
Best for: a subsidiary of a foreign group, a trading or service company, or a founder who wants full control.
Multi-Member LLC
A multi-member LLC suits joint ventures and small groups of investors.
Ownership: 2 to 50 members, each holding a share of the charter capital.
Liability: each member is liable up to the capital they have committed.
Management: a Members' Council of all members makes the main decisions, with a Chairman and a Director or General Director.
Transfers: a member who wants to sell must generally offer the capital to the other members first, which keeps the ownership group stable.
Best for: a joint venture with a Vietnamese partner or a small group of foreign investors.
Joint Stock Company (JSC)
A JSC is the structure for larger businesses and companies that plan to raise capital.
Ownership: at least 3 founding shareholders, with no maximum.
Shares: charter capital is divided into shares, which can generally be transferred freely, subject to some limits on founding shareholders in the first years.
Capital raising: a JSC can issue new shares and bonds, and it is the only company type that can list on the stock exchange.
Management: a General Meeting of Shareholders, a Board of Directors and a Director or General Director, with a supervisory board or audit committee depending on the model chosen.
Best for: businesses that expect outside investors, employee share plans or a future listing.
A JSC has more formal governance and reporting than an LLC. For a deeper comparison of company forms, see our article on public limited company advantages and disadvantages.
Representative Office and Branch
These two options let a foreign company operate in Vietnam without setting up a Vietnamese company.
Representative office: a liaison office that can do market research, promote the parent company and support contracts, but cannot carry out revenue-generating business such as selling or issuing invoices. It is licensed by the provincial Department of Industry and Trade under Decree No. 07/2016/ND-CP, and the parent company must have operated for at least one year. The licence is valid for up to five years.
Branch: a dependent unit of the foreign parent that can carry out business, but only in sectors where Vietnamese law or Vietnam's international commitments allow foreign branches, such as some banking, insurance and professional services. Branch licensing conditions are stricter, and the parent remains fully liable for the branch.
If you plan to earn revenue in Vietnam in most sectors, a company is usually the better choice. Our decision guide to Vietnam market entry requirements in 2026 compares these routes.
Types of Companies in Vietnam: Key Differences
Legal status: LLCs and JSCs are Vietnamese legal entities; a representative office is not, and a branch is part of the foreign parent.
Number of owners: 1 for a single-member LLC, 2 to 50 for a multi-member LLC, at least 3 for a JSC.
Revenue: LLCs, JSCs and branches can earn revenue; a representative office cannot.
Raising capital: only a JSC can issue shares; an LLC raises capital through owner contributions.
Governance: an LLC is simpler to run; a JSC needs a Board of Directors and more formal shareholder procedures.
Licences: a new foreign-owned LLC or JSC usually needs an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC); a representative office needs a licence from the Department of Industry and Trade.
Which Structure Should a Foreign Investor Choose?
You want full control and will trade or provide services: choose a single-member LLC.
You are partnering with a Vietnamese company or a few co-investors: choose a multi-member LLC, or a JSC if you expect more shareholders later.
You plan to raise outside capital or list in the future: choose a JSC.
You only want to research the market or support sales from abroad: start with a representative office.
You are in banking, insurance or another sector that allows branches: consider a branch, after checking the sector rules.
Whichever structure you choose, check first whether your business lines have foreign ownership limits or licence conditions in our guide to conditional business lines in Vietnam.
Rules That Apply to Every Company Type
Licences: a new foreign-owned company usually needs both an IRC and an ERC. Our guide to IRC vs ERC in Vietnam explains which comes first under the Law on Investment 2025.
Charter capital: owners must contribute the registered charter capital within the period set by law, generally 90 days from the ERC, through the company's investment capital account.
Legal representative: every company needs at least one legal representative, and at least one must reside in Vietnam. See our guide to the legal representative in Vietnam.
Beneficial owners: under Law No. 76/2025/QH15, effective 1 July 2025, companies must collect, update and keep information on the individuals who ultimately own or control them, and provide it when the authorities ask.
Office address: the head office must be a lawful commercial address. Our article on virtual offices in Vietnam explains what is accepted.
Frequently Asked Questions
What is the most common type of company in Vietnam for foreigners?
The single-member limited liability company is the most common choice. It can be 100% foreign-owned in most sectors, limits the owner’s liability to the charter capital and is simpler to manage than a joint stock company.
Can a foreigner own 100% of a company in Vietnam?
Yes, in most sectors. A foreign individual or company can own 100% of an LLC or JSC unless the business line has foreign ownership limits under Vietnamese law or Vietnam’s international commitments.
What is the difference between an LLC and a JSC in Vietnam?
An LLC has 1 to 50 owners and cannot issue shares, while a JSC needs at least 3 shareholders and can issue shares and list on the stock exchange. A JSC has more formal governance, including a Board of Directors.
Can a representative office make money in Vietnam?
No. A representative office can carry out market research, promotion and liaison work for its parent company, but it cannot sign sales contracts in its own name or carry out revenue-generating business.
How many people do I need to set up a company in Vietnam?
One owner is enough for a single-member LLC. A multi-member LLC needs 2 to 50 members, and a JSC needs at least 3 founding shareholders.
Our Services
Choose and Set Up the Right Structure With VINEX
VINEX helps foreign investors choose the right company type, check market access for their business lines and handle the full setup, from the IRC and ERC to the bank account, tax registration and capital contribution. See our company incorporation services or read the step-by-step Vietnam incorporation guide.
Contact VINEX for a free consultation on the best structure for your Vietnam business.
This article is general information as of 11 November 2026, not legal advice.
Sources
Law on Enterprises No. 59/2020/QH14, as amended by Law No. 76/2025/QH15 (effective 1 July 2025).
Decree No. 07/2016/ND-CP on representative offices and branches of foreign traders in Vietnam.
Law on Investment No. 143/2025/QH15, effective 1 March 2026.
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