Business structure in Vietnam

Incorporating a foreign company

Representative Office / Liaison Office
Can only work in the interests of the company or its subsidiaries. Not allowed to do business nor perform transactions entailing income.

Branch
Only applicable for certain very specific cases; the parent company takes on all the obligations of the subsidiary. More complicated to run than a limited company or corporation.

Incorporating a Vietnamese company

Vietnamese laws and commercial regulations follow on in the French tradition, which is similar to the Spanish legal system.

Limited liability company

  • Single-person company.
  • Multi-person (from 2 to 50 partners): This is the most common type of firm for investments of 100% foreign capital and for joint ventures with a majority of foreign capital. It has one restriction: decisions must be adopted with a minimum quorum of 65% of the structured capital. This is a very common form for the development of businesses that require a local partner in Vietnam.
  • Joint stock company: requires at least three partners and it offers advantages for the control of the company with fewer requirements as regards the quorum of subscribed capital. This is the ideal form for joint ventures with a shareholding of less than 65% of the capital.
Can rely on the decisive support of the World Bank and Asian Development Bank (ADB)