Can Foreigners Own 100% of a Company in Vietnam?

Start with the activity and investor, not a standard percentage

Vietnam does not apply one foreign ownership percentage to every business. Article 8 distinguishes activities unavailable to foreign investors from activities open subject to conditions. Those conditions can concern ownership, investment form, business scope or investor and partner qualifications. An unrestricted ownership percentage does not remove other operating conditions. The useful question is whether this investor can carry on this precise business through the proposed company.

Describe what the company will actually sell, who its customers will be and how it will deliver the service or goods. A broad label such as “technology” or “consulting” is too loose for an ownership conclusion. Separate activities that earn revenue from supporting functions and future ambitions. Otherwise, a business line added for convenience can create an ownership problem that the main activity would not have created.

Then identify every proposed direct investor: the individual’s nationality or the overseas organisation’s place of establishment, ownership chain and basis for any treaty treatment. Articles 15–18 of Decree 96/2026/ND-CP govern the implementing market-access analysis. Do not assume that another founder’s approval or a company with a similar name proves your own eligibility. Keep the rule, its scope and the supporting investor documents together so the conclusion can be checked.

Use an ownership screen for every business line

Build one row per activity before preparing the shareholder structure. The screen below is a planning tool: each outcome requires a legal basis, rather than a guess based on an industry name. Record the activity description, applicable domestic rule or treaty commitment, investor evidence and resulting ownership position in your working file.

A conditional sector does not automatically mean a joint venture is mandatory: the actual condition might instead concern qualifications or the permitted service scope. Conversely, a permitted headline activity does not clear every service you might bundle with it. Check the whole proposed business scope rather than selecting the most favourable line and overlooking the rest.

Under Article 17 of Decree 96, investors operating across restricted activities must satisfy all relevant conditions. Where treaty-based ownership limits differ across a company’s activities, the lowest applicable limit controls the company’s foreign ownership. Treat this as a reason to review optional activities carefully. Removing a line from paperwork while continuing to conduct it does not solve the underlying restriction.

The branches below turn the completed activity screen into an ownership decision. A green result means the structure can be developed further; it is not a prediction that any filing or licence will be approved.

Choose a company form that matches the owners

A single foreign individual or one overseas company can use a one-member limited liability company when market access permits the intended ownership. Article 74 of the Law on Enterprises defines this vehicle as a company owned by one individual or organisation. Its legal personality starts with the Enterprise Registration Certificate (ERC), the company registration document. “Foreign-invested enterprise” describes ownership; it is not a separate company form.

Full foreign ownership can also mean several foreign investors collectively hold all the capital. That is different from one investor owning the company alone. A multiple-member limited liability company or joint stock company has its own membership and governance rules; choose the vehicle around the real owners, decision rights and financing plan. Do not add a Vietnamese shareholder merely because someone says every foreign business needs one.

If a local partner has a real commercial role, separate that choice from a legal partner requirement. Test what the partner contributes and what voting, information and exit rights you would give up. The ownership and joint venture trade-offs deserve review even when a joint venture is optional. A distributor, adviser or employee need not automatically become an equity owner just to help the business operate.

The company charter and ownership records should tell the same story as the investment plan. Compare the owner names, contributions and decision rights before signing. This catches a practical error early: calling a project “wholly foreign owned” while drafting a capital structure that gives a different person the registered ownership.

Treat a new company and an acquisition as different routes

Buying an existing Vietnam company does not bypass foreign market access. Article 21 of the current Law on Investment applies market-access conditions to foreign capital contributions and purchases. It also requires prior investment registration for specified transactions, including crossing from 50% or less to more than 50%, or increasing an existing holding above 50%. Relevant land and security circumstances can trigger review too.

Before agreeing to acquire all the capital, obtain the target’s complete business scope, ownership records and relevant project and land documents. Ask whether the intended percentage is lawful for every retained activity, then identify which approvals and enterprise changes must precede completion. A seller’s assurance that the company is “already registered” answers neither question.

For a new company, align the chosen entity and proposed investment project from the outset. General company registration requirements in Vietnam provide the formation framework; the ownership screen determines whether that framework can support the particular foreign investor and business scope. Keep the ownership conclusion attached to the same scope used in the applications.

Separate ownership eligibility from permission to operate

The 2025 Law on Investment took effect on March 1, 2026; its revised business-condition provisions and list took effect on July 1, 2026. Article 19(2) allows foreign investors to establish an economic organisation before completing the Investment Registration Certificate (IRC) procedure, while meeting market-access conditions at formation. An ERC does not establish that the investment project may start. The IRC records the investment project, rather than creating the company’s legal personality.

Article 72 of Decree 96/2026/ND-CP explains both filing sequences. For the entity-first route, the company must complete the IRC procedure within 12 months of establishment, and may implement the project only after the required IRC procedure is completed. That period is not a general grace period for operating an unregistered investment project. Plan the project, premises and applicable sector permissions together before choosing the sequence.

Enterprise filing rules also changed in 2026: Decree 296/2026/ND-CP, effective July 23, 2026 amends Decree 168/2025/ND-CP. Its amendment to Article 4 expressly addresses the truthfulness of registration information and owners contributing in their own names. Nominee ownership should not be treated as a substitute for a lawful foreign ownership structure. If a proposed arrangement relies on one person appearing as owner for another, stop and obtain a case-specific legal review.

Funding readiness also deserves a check before filing. The government’s October 2026 capital-account clarification describes an account route before IRC issuance for an entity established first, with restricted permitted uses. This does not make account opening automatic. Give the chosen bank the actual structure and sequence, confirm its documentary requirements, and align the funding plan with the company’s contribution obligations. Ownership itself also does not grant a founder permission to work or reside in Vietnam.

Confirm the full ownership case before committing capital

Proceed with a 100% foreign ownership plan only when each intended activity has a documented access result and the proposed investor can support the eligibility being claimed. Settle the company form and filing sequence next. Keep a short decision record naming the investor, activity scope, legal basis, intended ownership and remaining operating conditions; those fields should remain consistent as the project moves into drafting.

Pause if the conclusion depends on an unresolved service classification, unproven treaty entitlement, a restricted secondary activity or a nominee owner. Repair the specific problem before signing an equity arrangement or making an irreversible project commitment. Once ownership is supported, the next decision is which formation and investment steps will deliver the lawful business you actually intend to run.