Vietnam · Local team in Ho Chi Minh City
LLC registration in Vietnam
The limited liability company is the structure most foreign investors choose in Vietnam, and it can be wholly foreign-owned in most sectors. We set up your company, handle the ERC and the IRC, and get you ready to operate, from start to finish.
Trusted by foreign companies operating in Vietnam
Overview
What a Vietnamese LLC is
A limited liability company, công ty trách nhiệm hữu hạn, is the entity most foreign investors register in Vietnam. It can be wholly foreign-owned in most sectors, and each owner’s liability is capped at the capital they contribute.
An LLC has members, not shareholders, and it cannot issue shares. That keeps governance simple, but it means you raise money by adding members or contributions rather than selling stock. Businesses that plan to raise from many investors usually choose a joint-stock company instead.
Why an LLC
Why foreign investors choose an LLC
A simple, fully owned operating company in one of Asia’s fastest-growing markets.
100% foreign ownership
Most sectors allow a wholly foreign-owned LLC, with no local partner, under Vietnam’s WTO commitments.
Limited liability
Each member’s risk is capped at the capital they contribute, which keeps personal assets separate from the business.
One to 50 members
Run it solo as a single-member LLC, or bring in up to 50 members, as individuals or companies.
No minimum capital
Most sectors set no statutory minimum. You register a charter capital that is realistic for the activity.
Faster entry in 2026
Since March 2026, qualifying investors can form the company before the investment certificate, so you can bank and lease sooner.
A full operating company
An LLC can sign contracts, hire staff, invoice locally, and import, unlike a representative office.
Structure
Single-member vs multi-member LLC
Both cap liability at the capital contribution. The difference is how many owners you have.
| Feature | Single-member | Multi-member |
|---|---|---|
| Owners | One member | 2 to 50 members |
| Owner type | Individual or organization | Individuals or organizations |
| Vietnamese name | Công ty TNHH một thành viên | Công ty TNHH hai thành viên trở lên |
| Raising money | Convert or add a member | Add members or contributions |
Requirements
What you need to set up an LLC in Vietnam
Our consultants confirm the specifics for your sector and structure.
The company
- One member, or 2 to 50 for a multi-member LLC, individual or corporate
- At least one legal representative, with at least one resident in Vietnam
- A charter capital that is realistic for the activity, with no general minimum in most sectors
- Disclosure of the ultimate beneficial owner, required since the 2025 Law on Enterprises
To file
- A lawful registered address suited to the activity, with physical premises for trade and manufacturing
- A VNeID e-ID and a notarized power of attorney, which we provide
- A legalized passport or corporate documents, the company charter, and a member list
- Operating sublicenses for activities such as language centers or food and beverage
Foreign ownership
Sectors open to 100% foreign ownership
Most of the economy is open to a wholly foreign-owned LLC. Foreign ownership follows Vietnam’s WTO commitments and the conditional business lines list. Most sectors allow full ownership, while a few, such as advertising, some logistics and transport, and parts of tourism, are capped or expect a local partner. The 2025 and 2026 reforms cut the conditional list further, with another reduction in July 2026. We check your activity before filing.
Trading
Import, distribute, and sell wholesale and retail across Vietnam.
Manufacturing
Run a wholly foreign-owned factory, a common reason investors enter.
IT and software
Build and sell software and digital services with full ownership.
Professional services
Consulting, marketing, and other services open to foreign firms.
Education and language
Language centers and training, subject to an operating sublicense.
Food and beverage
Restaurants and cafes, with the relevant operating licenses.
The process
How we register your LLC in Vietnam
Four stages, from a market-access check to a working account.
The 2026 change: ERC before IRC. Since 1 March 2026, qualifying foreign investors can obtain the Enterprise Registration Certificate, and the company itself, before the Investment Registration Certificate. The company can then open a bank account, sign a lease, and contribute capital sooner. The older order, IRC first, still applies to some projects.
Confirm structure and market access
We check your activity against the WTO commitments and the conditional business lines, then confirm the LLC type, the legal representative, and a credible charter capital.
File the ERC and IRC
We prepare and file both certificates. The ERC comes from the Business Registration Office, and the IRC from the provincial Department of Finance, which replaced the former Department of Planning and Investment.
Contribute charter capital
You transfer the registered capital within 90 days of the ERC, and the company is announced on the National Business Registration Portal within 30 days.
Set up operations
We register your tax code and e-invoicing, introduce you to a corporate bank, and apply for any sublicense your activity needs.
Timeline
How long LLC registration takes
The statutory times are short. The realistic timeline depends on legalization and banking.
| Step | Statutory time |
|---|---|
| ERC, Business Registration Office | 3 to 7 working days |
| IRC, Department of Finance | About 15 working days |
| Charter capital contribution | Within 90 days of the ERC |
| Realistic end to end | 6 to 10 weeks |
The realistic timeline is 6 to 10 weeks once document legalization, the VNeID e-ID step, and any clarification requests are factored in. Since July 2025, filings run through a personal e-ID, so a Vietnamese representative with a notarized power of attorney is required, which we provide. The annual business license fee was abolished on 1 January 2026. Your main ongoing obligations are monthly bookkeeping, an annual tax finalization, and an annual independent audit, which every foreign-invested company in Vietnam must complete.
LLC or JSC
LLC vs joint-stock company
Which entity fits depends on how you plan to raise money.
| LLC | Joint-stock company | |
|---|---|---|
| Owners | 1 to 50 members | 3 or more shareholders |
| Shares | Cannot issue shares | Issues shares, and can list |
| Raising capital | Add members or contributions | Sell shares to investors |
| Governance | Simpler | More formal, with a board and general meeting |
| Best for | Most SMEs, manufacturers, and service firms | Larger or capital-raising projects |
Most foreign investors choose an LLC. A joint-stock company suits projects that plan to raise from many investors or list in the future.
Common questions
LLC registration questions
What foreign founders ask before setting up in Vietnam.
Can a foreigner own 100% of a Vietnamese LLC?
In most sectors, yes. Foreign ownership follows Vietnam’s WTO commitments and the conditional business lines list. A few sectors are capped or need a local partner, and we check your activity against the list before anything is filed.
Is there a minimum capital for an LLC in Vietnam?
There is no general minimum in most sectors. The charter capital must be realistic for your activity, and some sectors set a legal minimum. You contribute it within 90 days of the ERC, and missing that deadline risks a fine of VND 30 to 50 million.
How long does it take to register an LLC in Vietnam?
Statutory times are short, with the ERC taking 3 to 7 working days and the IRC about 15. The realistic end to end is 6 to 10 weeks once document legalization, the e-ID step, and any clarification requests are factored in.
Do I need to be in Vietnam to register an LLC?
No. We can run the process remotely. Some documents need legalization in your country, and a Vietnamese representative with a VNeID e-ID files on your behalf under a notarized power of attorney.
What changed for foreign investors in 2026?
Since 1 March 2026, qualifying foreign investors can obtain the ERC before the IRC, which lets the company open a bank account, sign a lease, and contribute capital sooner. The annual business license fee was also abolished from 1 January 2026.
Should I choose a single-member or multi-member LLC?
A single-member LLC has one owner, and a multi-member LLC has 2 to 50. Both cap liability at the capital contribution. The choice usually comes down to how many owners you have and how you plan to bring in more.
Do I still need an Investment Registration Certificate?
Most foreign-owned projects still need an IRC, but you can now form the company first and complete the IRC after. Some smaller or specific cases may not require one, and we confirm which applies before filing.
On the ground in Ho Chi Minh City
Talk to our Vietnam team
Tell us your planned activities and a credible charter capital. Our Ho Chi Minh City team will confirm market access, file the ERC and the IRC, and get your company ready to operate.
Emailvietnam@emerhub.com
Phone / WhatsApp+62 811 1053 9667
Office1bis Phạm Ngọc Thạch
Sài Gòn, Hồ Chí Minh, Vietnam
Sài Gòn, Hồ Chí Minh, Vietnam