Vietnam Company Registration Without a Local Partner

When is no Vietnamese equity partner permitted?

No local equity is needed when the proposed foreign ownership satisfies the rule for every activity in the company. Article 8 of the Investment Law recognizes five possible market-access conditions: foreign charter-capital ratio, investment form, activity scope, investor capacity or participating partner, and other conditions established by the specified legislation or treaties.

Decree 96/2026/ND-CP applies a negative-list approach. Outside Appendix I, the foreign investor generally receives domestic treatment. Section A contains lines unavailable to foreign investors; Section B contains conditional lines. The current implementing decree and its Appendix I are therefore the first ownership filter, not the last.

For example, Appendix I treats press and news-gathering activities as unavailable, while advertising, telecommunications, logistics and tourism appear among conditional categories. A category label alone does not tell you whether 100% ownership is permitted; the applicable condition does.

Who counts as a Vietnamese equity partner?

A Vietnamese equity partner is a Vietnamese person or entity that genuinely owns charter capital as a registered member or shareholder and receives the corresponding economic and governance rights. The role is created by ownership, not by being physically present, signing documents or helping the company operate. The Law on Enterprises , as amended in 2025, keeps ownership, management and representation as distinct concepts.

Decree 296/2026/ND-CP expressly adds that owners, members and shareholders must not stand in another person’s name to contribute capital, while the enterprise-registration framework requires beneficial-owner identification. Its official text and effective date make a nominee arrangement a risk to fix, not a partner solution.

Use the market-access decision tree

Start with what the company will actually sell and perform, not a preferred business-code label. Run each activity through Appendix I separately. A Section A result stops foreign participation in that line. A Section B result starts the treaty-and-sector analysis. A line outside the list starts from domestic treatment but still needs a current sector-law, business-condition and project-fact check.

The branches need to be considered together because adding one restricted activity can change the ownership result for the whole entity.

For a conditional line, test the five statutory condition types in order. A foreign-capital ceiling below 100% directly requires non-foreign equity. A rule prescribing a joint venture or a Vietnamese participating partner also requires a genuine local participant. A condition limited to scope, investor experience, premises, personnel or a licence may restrict the project without requiring Vietnamese shares.

Nationality can change the result. Decree 96 allows a covered investor to use more favorable treaty conditions and requires an investor choosing among treaties to apply one selected treaty across all business lines. The WTO’s official summary of Vietnam’s services commitments illustrates why exact scope matters: some telecommunications services use 49% or 65% limits, while other services permit 100%. Those figures are examples from the schedule, not a substitute for a current sector-and-treaty check.

Build the business-line evidence test

A filing-ready conclusion should be reproducible by someone who was not in the planning meeting. Build a short evidence record before selecting the shareholders or signing a lease.

1. Describe the commercial reality. Record the customer, payer, contracting entity, deliverable, sales channel, imports or distribution rights, technology or network controlled, and where the work occurs.
2. Map every activity. Match the plain-language activity to the business classification and regulated sub-activity. A broad consulting or technology label cannot hide advertising, distribution, education, intermediary-platform or telecom functions.
3. Apply the source hierarchy. Check the Investment Law, Decree 96 Appendix I, the current conditions published through the National Investment Portal, sector legislation and the relevant treaty schedule. If a legal instrument has changed but the portal has not yet been updated, the instrument controls under Decree 96.
4. Prove treaty eligibility. Confirm the investor’s nationality, incorporation jurisdiction, ownership chain and any substantive eligibility terms. Record one chosen treaty route rather than combining isolated favorable clauses.
5. Overlay project facts. Check land and premises, provincial location, controlled infrastructure, project scale, technology, national-security concerns, investment-policy approval and sector licensing. Ownership permission does not answer these separate questions.

The output should state, line by line, the maximum foreign percentage, permitted investment form, required local participant (if any), allowed scope, investor qualifications and pre-operation licence. Where the activities cross classifications or treaty schedules, HSJGlobal’s business-line and ownership route assessment can convert the research into an ERC-and-IRC filing plan.

What the ownership result changes in the company structure

If the evidence supports 100% foreign ownership, the enterprise type follows the number of investors and financing needs: one foreign owner may use a one-member limited liability company, while multiple owners can use a multiple-member limited liability company or, where suitable, a joint stock company. “Foreign-invested enterprise” describes ownership status; it is not a separate company type.

For a company with several lines, Decree 96 applies all relevant conditions, and treaty-based foreign ownership cannot exceed the lowest applicable restriction among its business lines. Separate entities may be appropriate where operations are genuinely separable, but each entity, contract, staff arrangement and licence must reflect commercial substance.

Choose the company-first or IRC-first filing route

The 2026 rules allow two sequences, but neither route changes the ownership test or authorizes premature trading. Select the route after confirming market access, project facts and any investment-policy approval.

1. Freeze the ownership and activity matrix. The foreign percentages, investor identities, beneficial owners, business lines, address, capital and project description must tell the same story.
2. Identify approvals that precede the project. Article 24 of the Investment Law lists project groups requiring investment-policy approval, including specified land, infrastructure, telecom-with-network, casino, aviation and other project categories. Ownership permission does not remove that approval.
3. For company first, file the enterprise dossier. Decree 296 states that the IRC copy is omitted where a foreign investor forms the enterprise before investment registration; the enterprise-registration application instead contains the commitment to satisfy foreign-investor market-access conditions. Submit the current application, charter, owner/member/shareholder and beneficial-owner information, legal documents and authorizations applicable to the chosen company type.
4. Complete the IRC within 12 months. Article 72 of Decree 96 requires the new company to obtain an IRC for a project consistent with its registered lines within 12 months. It may not implement the project before the IRC and may not add other business lines before that certificate is obtained.
5. For IRC first, complete the project route before the ERC. Where the investor obtains the IRC first, the subsequently formed enterprise becomes the project investor when its Enterprise Registration Certificate (ERC), or equivalent establishment document, is issued.
6. Finish operating permissions. Complete capital contribution and accounts, tax and electronic-invoice setup, premises conditions and every sector licence or personnel requirement before the relevant activity begins.

The National Business Registration Portal’s current filing guidance accepts direct, postal or online submission and states a three-working-day review for a valid enterprise dossier. That is not an end-to-end formation promise: market-access analysis, overseas-document legalization and translation, policy approval, IRC and sector licences sit outside that narrow ERC review clock.

Use the forms in force on filing day. Circular 121/2026/TT-BTC amended the enterprise-registration forms with effect from August 21, 2026, shortly before this page’s review date. The Ministry of Finance form amendment is the current source to check against downloaded templates.

An ERC proves the enterprise exists; it does not prove the project or activity may operate. Even after the ERC and IRC are complete, the licensing threshold before commercial launch depends on the company’s sector, premises, capital, tax and other applicable operating conditions.

Correct false assumptions before filing

Make the no-partner go/no-go decision

Go without Vietnamese equity only when every real business line is open or the evidence supports 100% foreign ownership under one coherent treaty-and-law route. The investor chain, beneficial owners, capital, project, location and licence plan must match the application’s commitment.

Go with a lawful joint venture when a verified cap, investment form or partner-participation condition requires it and an eligible Vietnamese participant will genuinely contribute capital and accept the agreed governance, compliance and exit terms.

Stop and redesign when an intended line is unavailable, the scope cannot be classified reliably, the treaty basis is unproved, project approvals are missing, or the plan depends on a nominee. Do not file a market-access commitment that the evidence cannot support.