Short answer
A foreign individual may establish a single-member limited liability company in Vietnam as its sole owner. The process has five steps: (1) check market access conditions; (2) obtain an Investment Registration Certificate (IRC); (3) register the enterprise; (4) contribute capital; (5) complete post-establishment obligations. The two backbone procedures are the IRC (Law on Investment 2025, Decree 96/2026/ND-CP) and enterprise registration (Law on Enterprises, Decree 168/2025/ND-CP).
Note: Decree 168/2025 has been amended and supplemented by Decree 296/2026/ND-CP (effective 23/7/2026) — banning nominee capital contributions and adding e-authentication rules and the 25% beneficial-owner criterion; check the consolidated text before filing.
Legal bases
- Law on Investment 2025 No. 143/2025/QH15 (effective 01/3/2026): Articles 8, 19, 26.
- Decree 96/2026/ND-CP (effective 31/3/2026): Articles 32, 39.
- Law on Enterprises 59/2020/QH14 (amended by Law 76/2025/QH15, effective 01/7/2025; consolidated document 67/VBHN-VPQH 2025): Article 74 (single-member LLC), Article 75 (capital contribution).
- Decree 168/2025/ND-CP on enterprise registration (effective 01/7/2025).
Step 1 — Check market access conditions
Compare the planned business lines against the market-access restriction list (Appendix I, Decree 96/2026/ND-CP). If a line falls under Section B (conditional access), satisfy the corresponding conditions before filing.
Step 2 — Obtain the Investment Registration Certificate (IRC)
File one dossier with the investment registration authority (Decree 96/2026, Article 39.1):
- Written request to implement the investment project;
- The individual’s passport (certified translation);
- Documents proving personal financial capacity (statements/balance confirmations, assets);
- Investment project proposal: objectives, scale, investment capital and fundraising plan, location, term, schedule, labor needs, preliminary environmental assessment (if any).
Step 3 — Register the single-member LLC
After obtaining the IRC (or in parallel as permitted), file the enterprise registration dossier with the provincial business registration authority (Law on Enterprises, Decree 168/2025/ND-CP):
- Enterprise registration application;
- Company charter;
- Copy of the individual owner’s legal ID (passport + certified translation);
- Copy of the legal representative’s legal ID;
- Power of attorney (if filing through an authorized person);
- Beneficial owner information declaration — new under the 2025 amended Law on Enterprises.
Step 4 — Contribute capital
The owner must fully contribute the registered charter capital within 90 days of the enterprise registration certificate issuance (Article 75, Law on Enterprises). A foreign investor’s capital is transferred through a direct investment capital account opened at a licensed bank in Vietnam.
Step 5 — Post-establishment obligations
- Make the company seal and self-manage the seal specimen (the 2020 Law on Enterprises removed seal-specimen notification);
- Tax registration and e-invoicing;
- Labor registration and social insurance for employees;
- Periodic investment project implementation reports to the investment registration authority (Law on Investment 2025).
Key notes
- A single-member LLC is an independent legal entity: the owner’s liability is limited to charter capital — unlike direct personal investment (liable with all personal assets).
- An owner contributing VND 3 billion or more is exempt from work permits under Decree 219/2025/ND-CP.
- The enterprise must always have at least one legal representative residing in Vietnam.
Prepared by the FLAW AI Legal Council. This article is pending QA review by the Council and owner approval before publication.
