Foreign Individual Shareholder Requirements in Vietnam

Clear four personal investment checks

A foreign individual investing in a new Vietnam company needs to satisfy four connected checks:

• Confirm personal eligibility to establish and manage the enterprise, including the applicable capacity and disqualification rules.
• Check the proposed activity, nationality, investment form and ownership against foreign-investor market-access conditions.
• Provide the required personal identity information and valid supporting evidence, using the relevant identity-data exception only when it actually applies.
• Agree a genuine ownership and capital commitment, disclose beneficial ownership as required, and allocate any management or representative role separately.

For the first check, Article 17 of the Law on Enterprises excludes minors and specified persons lacking or restricted in civil capacity from founding and managing enterprises. Its 2025 amendments also address criminal-proceeding and court-ban restrictions, alongside other statutory exclusions. Do not treat a founder’s signed declaration as curing an actual legal prohibition; resolve any relevant restriction before appointing that person.

The access check is about the business you will conduct, not merely the company name. Under Article 8 of the 2025 Law on Investment , restrictions can concern ownership, activity scope, investment form, capacity or partners. Record each intended revenue activity against the activity-specific foreign investor access conditions before deciding whether an individual can take the planned interest. These rules were checked on October 29, 2026.

Create one investor record before preparing forms

Prepare a personal-investor evidence record before circulating signature pages. The record below is a working control, not an additional government form. Its purpose is to make a conflict visible while there is still time to correct the source document or change the proposal.

Article 11 of Decree 168/2025 on enterprise registration requires valid passport or passport-equivalent copies where the relevant person has no personal identification number. Its data-sharing route can remove specified identity-copy requirements, but inconsistent population-database information must be corrected and an interruption can trigger copy requirements. A foreign passport number is not the Vietnamese personal identification number. Do not select the exception simply to avoid supplying a passport copy.

Use the passport spelling consistently and record any documented name change or renewal before the drafts diverge. If two passports or two nationality descriptions appear, identify the capacity in which the person is investing and obtain a documented resolution of the difference. Keep this working file securely; it is a preparation record, not a public profile.

The same person can occupy several roles, but each role answers a different question. Keeping those questions separate prevents a complete passport file from hiding an unresolved residence or work issue.

Separate ownership from representation and work

A shareholder’s overseas address is not itself a plan for representing the Vietnam company. Article 12, explained by the official foreign-investment portal , requires the enterprise always to have at least one legal representative residing in Vietnam. Where the sole remaining resident representative leaves Vietnam, written authorisation to another resident person is required. If you will live overseas, settle representative coverage in the charter and appointments rather than assuming ownership supplies it.

Ownership is not work permission. A September 2026 Ministry of Home Affairs response confirms specific exemptions under Decree 219/2025: an LLC owner or contributing member with at least VND 3 billion contributed, or a joint stock company chair or board member meeting that contribution threshold, falls within the stated categories. A passive shareholder does not become a qualifying board member merely by holding shares. The cited categories also carry advance notification requirements; do not begin work based only on a subscription promise.

Treat immigration, work authorisation and any exemption notification as a separate workstream if you intend to work locally. Likewise, ask the chosen bank for its own onboarding requirements. A personal identity copy accepted for enterprise registration does not prove that the bank has accepted the customer or enabled the intended transfers.

Match personal documents to the entity and route

“Shareholder” is often used loosely. In a limited liability company, the individual is the owner or a member; a joint stock company has shareholders. Match the forms and legal status to the chosen structure. The underlying company formation requirements in Vietnam also need a charter, registered office, business activities and the appropriate enterprise application; a personal dossier cannot replace those company-level inputs.

• For a one-member LLC, the current official procedure lists application Form 2 and beneficial-owner Form 10; there is no member list.
• For a multiple-member LLC, the official establishment procedure lists application Form 3, member list Form 6 and beneficial-owner Form 10.
• For a joint stock company, the official shareholder procedure lists application Form 4, founder list Form 7, foreign-investor shareholder list Form 8 and beneficial-owner Form 10.

These form references were checked on October 29, 2026. An individual investing directly does not supply a foreign corporate investor’s incorporation certificate or board resolution for themselves. Where a corporate co-investor is involved, that organisation has a separate evidence track. Review beneficial ownership even for direct holdings: Decree 296/2026 includes ownership and control tests, so being below 25% personally is not an automatic exemption from assessment.

For foreign-language enterprise documents, Article 10 of Decree 168 requires an accompanying notarised Vietnamese translation. Authentication is a separate question. The official Apostille transition notice applies the Convention from September 11, 2026 only to covered documents and applicable treaty relationships. Identify the particular document and destination before choosing Apostille or consular legalisation; do not apply the corporate-document rule indiscriminately to every passport copy.

For a new investment, the 2025 Law on Investment and the July 2026 registration amendment allow company-first establishment under the applicable conditions. An Enterprise Registration Certificate (ERC) does not eliminate any required Investment Registration Certificate (IRC) before project implementation. Record the project-specific sequence. If you are buying an existing interest instead, assess the acquisition route and any required approval before using a new-company document list.

Fix the capital commitment before registration

Choose a contribution you can actually deliver. Charter capital is the investor’s commitment to the company, not a registration charge. Confirm the amount, asset and permitted payment arrangement before signing; investment-project and sector conditions remain separate checks.

Articles 75 and 113 of the Law on Enterprises capital provisions set a 90-day period from ERC issuance for a one-member LLC owner’s contribution and payment for subscribed shares at establishment. The joint stock company’s charter or subscription contract may set a shorter period. The law excludes specified asset transport, import and ownership-transfer procedure time. The Ministry of Finance’s explanation of Article 47 confirms the corresponding 90-day contribution rule for a multiple-member LLC. These are not 90 working days.

Put the ERC-triggered deadline in the investor record alongside any project funding schedule, rather than starting the clock from a later bank appointment. Arrange the applicable account and transfer evidence early. Where payment cannot be completed, escalate immediately for the entity-specific capital and ownership adjustment; an unsigned plan to transfer money does not prove contribution.

Retain the actual payment or asset-transfer evidence and reconcile it with the company’s ownership records. This is how the file distinguishes a promised contribution from a completed one. Do not describe the investor as fully paid solely because the registered capital appears on a certificate.

Hold the investor file when a personal fact remains unresolved

Release the personal investor file for signing when the identity record matches the drafts, the activity and percentage have a documented access basis, roles have been allocated and the contribution has a workable deadline. Use the evidence record to name the person responsible for closing each unresolved item.

Hold the file for case review if there is a capacity restriction, unexplained identity difference, unverified access condition, undisclosed control arrangement or missing resident-representative coverage. Correct the underlying fact before replacing signature pages. After registration, retain the ERC, any required investment output and contribution evidence as separate completion records; none alone establishes that every operating condition has been met.