Short answer
Yes. A foreign individual may register an investment project in Vietnam in their own name and obtain an Investment Registration Certificate (IRC) issued to them personally. The law does not require the investor to be an organization; “investor” under Article 3.18 of the Law on Investment 2025 covers both organizations and individuals, and foreign investors include individuals of foreign nationality (Article 3.19).
Legal bases
- Law on Investment 2025 No. 143/2025/QH15 (effective 01/3/2026): Articles 3 (clauses 18, 19), 8, 18.3, 19, 26.
- Decree 96/2026/ND-CP (effective 31/3/2026): Articles 32, 39.
1. Why can an individual be named on a project?
The Law on Investment 2025 lists five forms of investment (Article 18), of which “implementing an investment project” (clause 3) is a standalone form, not conditional on first establishing an economic organization. Article 19.2 further provides that a foreign investor may establish an economic organization to implement the project before completing IRC issuance/amendment procedures — this is a right, not a mandatory prerequisite. In other words, a foreign individual has two lawful options: (a) directly stand as the project investor and apply for an IRC; or (b) establish a company and let the company be the investor.
2. Conditions for an individual named on a project
- Market access conditions (Article 8): if the sector is on the restricted list (Appendix I, Decree 96/2026), the individual must satisfy the same conditions as any other foreign investor.
- IRC dossier (Decree 96/2026, Article 39.1 referring to Article 32.1): written project proposal; the individual’s passport (certified translation); documents proving personal financial capacity (bank statements/balance confirmations, assets); and the investment project proposal (objectives, scale, capital, location, schedule).
- Sectoral laws: some sectors may require projects to be implemented by an economic organization — check the sectoral law before deciding to invest in a personal name.
3. Personal name vs. setting up a company: a practical comparison
Investing directly in a personal name: simpler procedures (no enterprise registration step), suitable for small and medium projects. Downside: the individual is liable with all of their assets for obligations arising from the project — there is no limited-liability “shield” as when investing through a company.
Establishing a single-member LLC first: adds the IRC and enterprise registration steps, but liability is limited to charter capital; easier governance, fundraising, and future transfers. Sequence: check Article 8 → obtain IRC → enterprise registration (Law on Enterprises, Decree 168/2025/ND-CP) → contribute capital within 90 days.
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.
4. Key notes
- Being named on a project does not entitle an individual to open a representative office or branch — those forms are reserved for foreign traders under Decree 07/2016/ND-CP.
- An individual who is also a company owner with a capital contribution of VND 3 billion or more is exempt from work permits under Decree 219/2025/ND-CP.
- The name on the IRC, passport, and all documents must match the passport exactly.
Prepared by the FLAW AI Legal Council. This article is pending QA review by the Council and owner approval before publication.
