Starting a business in Vietnam

Limited Liability Company

Limited Liability Company (LLC) is the most common form of investment for foreign investors cause the member is responsible for the debts and liabilities of the company to the extent of the amount of capital that he has contributed or committed to contribute to the company. LLCs constitute a new legal entity but are not allowed to issue shares.

LLCs can be broken down into single member LLCs, where there will only be one owner, and multiple member LLCs, where there will be more than one stakeholder. A LLC with one member can be converted into a LLC with two members or more, by adding new capital from other investors, or the investor transferring part of its capital to others. These owners can be private individuals or companies. LLCs can generally be 100% owned by foreign investors, except in some business lines where a Vietnamese stakeholder is required (advertising services, telecommunication services, travel agencies and tour operator services, etc.).

Joint Stock Company

A Joint Stock Company (JSC) constitute a new legal entity established through a subscription for shares in the company. The charter capital of a JSC is divided into shares and each shareholder holds shares corresponding to the amount of capital the shareholder has contributed to the company. Shareholders are responsible for the debts and liabilities of the company to extent of the amount of their contributed capital.

A JSC is required to have at least three shareholders. There is no limit on the maximum number of shareholders in JSC. Under Vietnamese law, this is the only type of corporate structure that can issue shares.