Vietnam company registration: LLC vs joint venture
The two main legal entity options for foreign-owned business in Vietnam, the trade-offs, and the registration timelines.
Not legal or tax advice. Business-registration rules in Vietnam change frequently. Verify all details with a licensed Vietnamese lawyer and accountant before acting. This page is an orientation guide only.
The two main entity options
Foreign investors looking to operate in Vietnam most commonly choose between two legal structures governed by the Law on Enterprises (2020) and the Law on Investment (2020): the foreign-owned limited liability company (LLC) and the joint venture (JV). Both require an Investment Registration Certificate (IRC) followed by an Enterprise Registration Certificate (ERC). The right choice depends on your sector, your appetite for local partnership, and how quickly you need to move.
See also: foreign direct investment licensing for the broader FDI approval framework.
LLC (100% foreign-owned)
A single-member or multi-member LLC with 100% foreign ownership is the most straightforward route for investors who want full control. Key characteristics:
- Ownership: One or more foreign shareholders holding 100% of charter capital.
- Liability: Members' liability is capped at their contributed capital.
- Management: You appoint your own board and legal representative — no mandatory Vietnamese partner involvement.
- Capital requirements: There is no universal minimum charter capital for most sectors, but regulated industries (banking, finance, real estate, education) set their own thresholds. Budget for working capital in addition to charter capital.
- Restricted sectors: Some business lines are partially or fully closed to 100% foreign ownership. Checking the conditional-investment sector list under Annex IV of the Law on Investment is essential before choosing this structure.
Joint venture
A JV involves at least one foreign party and at least one Vietnamese party holding equity together. Common motivations include accessing sectors that restrict foreign ownership, leveraging local market knowledge, and sharing regulatory risk.
- Ownership split: No mandatory minimum for Vietnamese shareholding in most sectors, though some industries require a Vietnamese majority.
- Control: Governance is shared. Voting thresholds, veto rights, and dividend policy all need careful drafting in the JV charter.
- Partner risk: Your business outcome is partly tied to your Vietnamese partner's reputation, compliance history, and financial standing.
- Land use rights: Vietnamese partners can contribute land-use rights as capital, which can reduce cash outlay on premises.
When LLC is the right choice
Most cases where full operational control matters — manufacturing, tech services, e-commerce fulfilment — favour a 100% foreign-owned LLC. Consider it when:
- Your sector is open to full foreign ownership.
- You have no existing Vietnamese partner you trust.
- You need to move quickly and want to avoid lengthy JV charter negotiations.
- You plan to repatriate profits and want a clean cap table.
When JV is the right choice
A JV tends to make sense when:
- The sector restricts foreign ownership to a minority or specified percentage.
- A local partner brings licences, relationships, or land that would take years to acquire independently.
- You are entering a market segment where regulatory navigation genuinely requires local expertise.
- Your Vietnamese partner has clear legal standing and you have conducted proper due diligence.
If you are exploring an investor visa alongside your entity, the investor visa page covers capital thresholds worth researching — though visa eligibility is a separate determination you should verify with an immigration specialist.
Registration process at a glance
Both structures follow a broadly similar two-step process:
- Investment Registration Certificate (IRC): Filed with the provincial Department of Planning and Investment (DPI) or the Management Board of an industrial zone, depending on your location. Requires a project proposal, constitutional documents, and evidence of financial capacity.
- Enterprise Registration Certificate (ERC): Once the IRC is granted, file for the ERC through the National Business Registration Portal. This formalises the legal entity.
After ERC issuance you will also need to engrave a company seal, register for tax, open a direct investment capital account at a licensed bank, and — for applicable sectors — obtain sub-licences (construction permits, food-safety certificates, etc.).
For a fuller picture of the licensing layer on top of registration, see starting a company in Vietnam.
Indicative timelines
These are estimates based on commonly reported experience. Actual timelines vary by province, sector, and document completeness.
| Stage | Estimated time |
|---|---|
| IRC approval (standard sectors) | 15–30 working days |
| IRC approval (conditional sectors) | 30–60 working days or more |
| ERC issuance after IRC | 3–5 working days |
| Tax registration and seal | 5–10 working days |
| Total — realistic best case | 6–10 weeks |
| Total — conditional sector or complex JV | 3–6 months |
Delays are common when documents require notarisation and apostille in the investor's home country.
Indicative costs
Costs below are broad estimates for 2026 and exclude your own charter-capital contribution.
- Government filing fees: relatively low (typically under USD 200 in official fees), but variable by province.
- Legal and consultancy fees: USD 1,500–5,000 for a straightforward 100% foreign-owned LLC; USD 3,000–10,000+ for a JV with complex charter drafting or a conditional sector.
- Notarisation, translation, apostille: USD 300–1,000 depending on home country and document volume.
- Registered office address (first year): USD 500–2,000 if using a virtual office service.
These figures are indicative. Get itemised quotes from at least two registered agents before committing.
Tax implications
Vietnam's standard corporate income tax (CIT) rate is 20% for most enterprises as of 2026. Preferential rates (10%, 15%, 17%) are available for qualifying sectors, high-tech zones, and social programmes — but eligibility criteria are specific and should be verified with a local tax adviser and with the Vietnam General Department of Taxation.
- Withholding tax on profit repatriation: Generally 0% for dividends paid to foreign corporate shareholders under current law, but confirm this has not changed.
- Transfer pricing: Vietnam applies OECD-aligned transfer-pricing rules. Related-party transactions need documentation.
- VAT: Standard rate 10%; certain goods and services attract 5% or 0%.
This is an orientation summary only — not tax advice. Your specific structure, sector, and home-country tax treaties will materially affect your position.
Common pitfalls
- Choosing a sector without checking the conditional-investment list. Some investors discover mid-process that their business line requires a Vietnamese partner or a sub-licence that takes months to obtain.
- Under-capitalising on paper. Charter capital that looks thin relative to your stated business scope can trigger additional scrutiny or rejection.
- JV charter gaps. Vague deadlock provisions and undefined exit mechanisms cause expensive disputes. Have a specialist draft and review the charter.
- Neglecting sub-licences. The IRC and ERC allow you to exist as a legal entity; they do not always permit you to operate. Sector-specific licences must be obtained separately.
- Using an untested local agent. Registration agent quality varies widely. Check references and confirm they have handled your specific sector before paying a retainer.
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