Can Foreign Investors Own 100% of a Business in Vietnam? Complete Guide for 2025

1. Introduction

Vietnam is one of Southeast Asia’s fastest-growing economies, increasingly attracting foreign investors from around the world. Thanks to its stable political climate, competitive labor costs, growing middle class, and wide network of free trade agreements (FTAs), the country presents many promising opportunities for investment.

One of the most frequently asked questions by international investors is: Can a foreigner own 100% of a company in Vietnam? This is a crucial consideration when planning market entry strategies, choosing a business model, or evaluating the need for local partnerships.

As of 2025, Vietnam’s legal framework allows foreign investors to own up to 100% of a business in most sectors. However, the ability to hold full ownership depends on the industry, investment structure, and compliance with specific regulations. This article provides a detailed and up-to-date overview of how 100% foreign ownership works, which sectors are open, what limitations may apply, and how to properly register a business in Vietnam.

2. Legal Basis for Foreign Ownership in Vietnam

The legal environment for foreign investment in Vietnam has been continuously improved to ensure clarity, consistency, and transparency for foreign investors. As of 2025, foreign ownership rights are governed by a combination of domestic legislation and international agreements.

Key Legal Instruments:

• Law on Investment No. 61/2020/QH14, effective from January 1, 2021, and consolidated under Official Gazette Document No. 09/VBHN-VPQH dated February 24, 2025. This law outlines the rights and obligations of foreign investors, including the list of conditional sectors and business lines subject to market access restrictions.
• Law on Enterprises No. 59/2020/QH14: also effective from January 2021, governs company types, structures, ownership forms, and registration requirements for both domestic and foreign investors.
• Decree No. 31/2021/ND-CP: which remains valid in 2025, provides detailed guidance on the implementation of the Investment Law, including Vietnam’s Negative List for Market Access that clearly defines sectors restricted or prohibited for foreign investors.
• International Commitments: Vietnam is a member of the World Trade Organization (WTO) and has signed many free trade agreements (FTAs), such as the CPTPP and EVFTA and RCEP, which require Vietnam to progressively open various service sectors to foreign investors and avoid discriminatory treatment.

This combination of updated domestic law and international commitments ensures that foreign investors in Vietnam are provided with legal certainty, transparency, and equal protection under the law—while allowing the government to maintain necessary control over sensitive and national-interest sectors.

3. Full Foreign Ownership: What It Means

Full foreign ownership means that a foreign investor, whether an individual or a company, is allowed to own 100% of the charter capital of a Vietnamese company. This grants the investor complete control over all operations, financial decisions, and strategic direction of the business.

This ownership model is commonly referred to as a Wholly Foreign-Owned Enterprise (WFOE). In contrast to joint ventures or partnerships, WFOEs allow the foreign party to:

• Make independent business decisions without needing local shareholder approval.
• Retain 100% of profits after taxes and fees.
• Appoint foreign managers and directors.
• Freely repatriate capital and profits, subject to Vietnamese law.

However, even with full ownership, foreign investors must comply with all Vietnamese laws, including investment registration, licensing, and reporting requirements. Additionally, the ability to fully own a company is still conditional upon the sector in which the business operates.

4. Business Sectors Open to 100% Foreign Ownership

Vietnam continues to expand opportunities for 100% foreign ownership across multiple business sectors as part of its comprehensive global integration and economic reform strategy. In 2025, the Vietnamese government has significantly relaxed restrictions, allowing foreign investors to wholly own companies in most industries without mandatory joint ventures or ownership limits.

Key Business Sectors Fully Open to 100% Foreign Investors

1. Manufacturing and Processing Industry
   Foreign investors can now own 100% of companies in a wide range of manufacturing sectors, including electronics, textiles, garments, food processing, furniture production, and more. This shift supports Vietnam’s position as a global manufacturing hub and export powerhouse.

2. Information Technology (IT) and Software Development
   Vietnam welcomes full foreign ownership in IT-related businesses such as software development, SaaS platforms, digital applications, cloud computing, and cybersecurity services. The government actively promotes digital transformation and innovation, making the IT sector highly attractive for foreign tech companies.

3. E-commerce and Digital Platforms
   100% foreign ownership is permitted for e-commerce ventures, including online retail stores, logistics technology platforms, and digital marketplaces. However, businesses operating in this sector must comply with notification or registration requirements set by the Ministry of Industry and Trade (MOIT), ensuring regulatory transparency.

4. Professional Consulting Services
   Foreign investors can wholly own consulting firms specializing in management consulting, market research, design services, and certain legal advisory services (within prescribed limits). This openness aims to enhance Vietnam’s business environment and professional expertise.

5. Education and Vocational Training
   Foreign investors are allowed to establish 100% foreign-owned education centers, especially in language training and vocational skills development. While primary and secondary education sectors may involve additional conditions or partnerships, the government encourages investment in workforce development through fully foreign-owned training institutions.

6. Environmental Protection and Renewable Energy Projects
   Vietnam offers full foreign ownership opportunities in sustainable sectors such as renewable energy (solar, wind, biomass), waste management, water treatment, and other environmental protection initiatives. This aligns with the country’s commitment to green growth and sustainable development.

Why Foreign Investors Should Consider These Sectors in Vietnam 2025

The Vietnamese government prioritizes sectors that contribute to technology transfer, export growth, sustainable development, and high-skilled employment. Foreign investors enjoy improved legal frameworks, streamlined licensing procedures, and supportive policies designed to facilitate 100% foreign ownership and promote long-term investment.

By choosing to invest in these fully open sectors, foreign businesses can benefit from Vietnam’s rapidly growing economy, strategic location in Southeast Asia, and increasing integration into global supply chains.

5. Conditional and Restricted Business Sectors

Although Vietnam has opened many sectors to 100% foreign ownership, certain industries remain subject to conditions or restrictions under the Negative List for Market Access as stipulated in Decree No. 31/2021/ND-CP. These business sectors are divided into two main categories:

• Conditional Sectors: Allowed for foreign investment but with specific regulatory requirements such as licensing, ownership limits, capital thresholds, or compulsory partnerships with local firms.

• Prohibited Sectors: Completely closed to foreign investors due to national security, cultural sensitivities, or other legal prohibitions.

Detailed Overview of Conditional Business Sectors and Ownership Limits in Vietnam 2025

Prohibited Sectors for Foreign Investment in Vietnam 2025

Foreign ownership is not permitted in the following sensitive sectors, reflecting national priorities on security and culture:

• National Defense and Security-related Industries

• Press, Media, and Publishing

• Certain Cultural, Religious, and Spiritual Activities

Important Recommendations for Foreign Investors Entering Conditional Sectors

Before investing in sectors with restrictions, foreign investors should:

• Conduct thorough due diligence on specific sectoral regulations.

• Seek expert legal and business advice to navigate licensing, ownership caps, and compliance requirements.

• Understand that non-compliance can lead to licensing delays, investment rejection, or legal penalties.

By carefully evaluating conditional sectors, foreign investors can optimize their entry strategy and reduce regulatory risks while leveraging Vietnam’s growing market potential.

6. Popular Business Structures

Choosing the right legal business structure in Vietnam is a critical step for foreign investors. The selected structure determines your company’s management model, liability, capital-raising ability, and regulatory compliance. Vietnam offers several business entity types that are available to foreign investors, each with its own advantages and legal requirements.

1. Limited Liability Company (LLC) – Most Popular Choice

The Limited Liability Company (LLC) is the most commonly chosen structure for foreign-owned businesses in Vietnam. It offers operational simplicity, limited liability protection, and is suitable for most industries open to 100% foreign ownership.

There are two types of LLCs:

• Single-Member LLC:
  Formed by one foreign investor (individual or organization). This structure provides full control over operations and decision-making.

• Multi-Member LLC:
  Involves two or more investors (up to 50 members). It allows for joint ownership while maintaining a simple corporate structure.

Key Advantages of LLCs:

• Full foreign ownership allowed in most sectors

• Simple corporate governance (no board of directors required)

• Limited liability for members based on contributed capital

• No requirement to issue shares

LLCs are ideal for small to medium-sized enterprises (SMEs), service companies, and manufacturing businesses.

2. Joint Stock Company (JSC) – Ideal for Larger or Capital-Intensive Businesses

A Joint Stock Company (JSC) in Vietnam requires a minimum of three shareholders, with no upper limit. This structure is typically chosen by larger enterprises, especially those planning to:

• Raise capital from public or private investors

• Issue shares or list on the stock exchange in the future

• Operate in regulated sectors such as finance, telecom, or insurance

Key Features of JSCs:

• Can issue multiple types of shares

• Requires a board of directors, general meeting of shareholders, and supervisory board (if applicable)

• Suitable for attracting investment and expanding operations

• More complex governance and compliance compared to LLCs

A JSC is recommended for businesses with ambitious growth plans and capital-raising needs.

3. Branch Office – For Sector-Specific Commercial Activities

A Branch Office allows a foreign parent company to operate in Vietnam and engage in revenue-generating activities. However, this option is only available in specific sectors such as:

• Banking

• Legal services

• Insurance

• Other regulated industries

Requirements and Limitations:

• The parent company must have operated for at least five years

• Subject to strict regulatory approval by relevant ministries

• Full legal responsibility remains with the parent company

Branch offices can conduct commercial operations but do not have separate legal status from the parent company.

4. Representative Office (RO) – For Non-Commercial Presence

A Representative Office (RO) is a non-commercial entity that allows foreign companies to establish a presence in Vietnam without conducting business activities. ROs are ideal for:

• Market research

• Promoting the parent company’s products or services

• Building relationships with local partners

• Monitoring business opportunities

Key Restrictions:

• Not allowed to generate revenue, sign commercial contracts, or invoice clients in Vietnam

• Limited to liaison and research functions only

• Must renew license periodically and maintain reporting obligations

This structure is suitable for companies in the early stages of market entry or evaluating Vietnam as a future investment destination.

Choosing the Right Business Entity in Vietnam

The choice between LLC, JSC, Branch Office, or Representative Office depends on your investment goals, sector, and operational plans. Most foreign investors prefer to start with an LLC due to its flexibility and full ownership potential. However, JSCs offer scalability for larger projects, and representative offices provide a low-risk entry option for market exploration.

Before making a decision, it is recommended to consult with a local legal or business advisory firm to ensure compliance with Vietnamese investment laws and procedures.

7. Legal Requirements and Step-by-Step Registration

Setting up a 100% foreign-owned company involves several steps. Each step must be completed in sequence and in full compliance with regulations.

Step 1: Investment Registration Certificate (IRC)

This certifies the investor’s right to carry out an investment project. Required for all foreign-invested businesses.

• Authority: Department of Planning and Investment (DPI)
• Time: Approximately 15 working days
• Documents: Application forms, feasibility study, lease agreement, investor ID/certificate, etc.

Step 2: Enterprise Registration Certificate (ERC)

This legally establishes the company as a recognized entity in Vietnam.

• Time: 3–5 working days after IRC issuance
• Result: Business registration number (equivalent to tax code)

Step 3: Business Premises Setup

An actual office or facility is required for company registration.

• Virtual offices are not accepted for investment licensing purposes.
• A lease contract and landlord’s legal documents must be submitted.

Step 4: Open a Capital Account

A special bank account is opened to receive investment capital.

• Capital must be contributed within 90 days of business registration.
• Used for future capital increases and profit repatriation.

Step 5: Obtain Specific Operating Licenses (if needed)

Depending on the sector, additional licenses may be required:

• Travel agency license
• E-commerce registration
• Education operation license, etc.

Step 6: Tax Registration and Employee Compliance

• Register with tax authorities (VAT, Corporate Income Tax, etc.)
• Register employees for social insurance
• Submit monthly and quarterly tax reports

8. Frequently Asked Questions (FAQs)

• Can I fully own an online or tech business in Vietnam?

Yes, tech-related businesses such as e-commerce platforms, SaaS solutions, and IT services are open to full foreign ownership. You must still register your business properly and notify or register your platform with the Ministry of Industry and Trade if applicable.

• Do I need to partner with a Vietnamese citizen?

No. For sectors not on the negative list, 100% foreign ownership is allowed, and there is no legal requirement to include a local partner.

• What is the minimum capital requirement for foreign companies?

There is no universal minimum. However, some sectors (e.g., education, tourism, manufacturing) have practical or regulatory expectations (e.g., VND 300 million to VND 2 billion). The amount must be realistic for your business activity.

• Can I get permanent residency by starting a business in Vietnam?

While investing in Vietnam may help with long-term visa renewals or temporary residence cards (TRCs), there is no direct route to permanent residency simply through company ownership.

• How can I take my profits out of Vietnam?

Profits can be repatriated if:

• All financial and tax obligations are met
• Capital contribution is fully recorded
• Repatriation is done through the registered capital account

9. How Green NRJ Supports Foreign Investors

At Green NRJ, we understand that setting up a business in a new country can be complex and time-consuming. Our team provides professional, end-to-end support to help you establish and manage your 100% foreign-owned business in Vietnam.

Our Services Include:

• Legal consultation and sector-specific analysis
• Preparation and submission of IRC and ERC
• Lease negotiation and office location compliance
• Bank account opening and capital remittance procedures
• Licensing for education, tourism, e-commerce, etc.
• Tax registration, accounting, and compliance services
• Trademark, copyright, and intellectual property protection

We stay updated on all regulatory changes and ensure that your business remains compliant and optimized for long-term success.

📞 Contact us now for a free consultation!