You have found an opportunity in Vietnam, perhaps a handful of clients, a local partner, or a site for your first workshop. Then a deceptively simple question arrives: should you open a company or buy into one? In practice, that first choice decides much more than what appears on the registration form. It affects who controls the business, which approvals come first, what liabilities you take on, how capital enters Vietnam, and how easily you can expand or exit later.
Since 1 March 2026, Law No. 143/2025/QH15 has governed that decision. Article 18 recognizes five forms of investment: establishing an economic organization; contributing capital or buying shares or equity interests; implementing an investment project; investing under a business cooperation contract, or BCC; and new forms of investment or economic organization prescribed by the Government.
The useful way to read that list is not as five interchangeable filing options. They can overlap, and each gives you a different balance of ownership, operational control, speed, compliance, and risk.
Why Foreign Investors Are Still Looking at Vietnam
Vietnam entered 2026 with strong economic momentum. The National Statistics Office estimated that GDP grew 8.02 percent in 2025, bringing the economy to about USD 514 billion. Disbursed foreign direct investment reached USD 27.62 billion, while two-way goods trade exceeded USD 930 billion. In July 2026, the World Bank moved Vietnam into the upper-middle-income group, based on 2025 Atlas-method GNI per capita of USD 4,970. We looked more closely at what that change means in our article on Vietnam's move to upper-middle-income status.
For a small or mid-sized investor, those numbers point to a growing customer base, a deepening supplier and logistics network, and an economy closely connected to international trade. They do not make every business easy. Market access, licensing, land, staffing, tax, and capital rules still depend on what you will actually sell and where you will operate.
That is why the right starting question is not, "Which form is fastest?" It is, "What structure fits the business I intend to run?"
Check Market Access Before Choosing a Structure
Vietnam applies a negative-list approach. Outside the restricted sectors in Appendix I of Decree No. 96/2026/ND-CP, foreign investors generally receive the same market access as domestic investors. In restricted sectors, the conditions may cover foreign ownership, the permitted investment form, scope of activity, investor capacity, a required Vietnamese partner, or other sector-specific rules. An investor's nationality and an applicable investment treaty can also change the result.
One future date also matters. Law No. 24/2026/QH16, adopted on 24 August 2026, will replace the Investment Law's list of conditional business lines from 1 March 2027. If your launch will fall on or after that date, recheck the applicable framework and implementing rules before filing.
The legal form therefore follows the revenue model. "Technology," "consulting," or "trading" is too broad for a reliable answer. Define each service, product, sales channel, and planned location before comparing structures.
If you already know that you need a Vietnamese entity, our guide to the company structures foreign investors can use in Vietnam compares limited liability companies, joint-stock companies, and the other available structures.
1. Establishing an Economic Organization
What it is. The investor creates a new Vietnamese economic organization, usually a wholly foreign-owned or joint-venture company, to carry out the business. Foreign investors must satisfy the market-access conditions for their proposed activities.
A significant 2026 change concerns sequencing. Decree No. 96/2026/ND-CP allows a foreign investor either to obtain the Investment Registration Certificate, or IRC, before forming the entity, or to establish the entity first. Under the company-first route, the enterprise registration application must include a market-access commitment. The new entity must complete the IRC procedure within 12 months and cannot implement the investment project until the IRC is issued. This creates flexibility, but it is not permission to trade immediately.
Advantages. A local entity gives the investor a stable platform to hire employees, sign local contracts, issue invoices, build a brand, hold operating assets, and reinvest. The founders can design ownership, governance, signing authority, and profit distribution from the beginning. It is usually the clearest route when the goal is to build a lasting Vietnamese operation.
Disadvantages. Registration is only the start. The company takes on accounting, tax, audit, labor, investment-reporting, licensing, and corporate-maintenance obligations. Capital and project timelines must be realistic, and closing or restructuring the entity later requires formal procedures. A company-first filing also creates a hard 12-month IRC deadline.
Example. A foreign food-packaging manufacturer forms a wholly foreign-owned limited liability company and leases a ready-built factory in Long An. It uses the company-first sequence to secure the entity, but completes the IRC before fitting out the factory, importing the production line, or beginning commercial production. In practice, this route suits an investor who wants to build something that lasts in Vietnam rather than test one project quickly.
2. Contributing Capital or Buying Shares or Equity Interests
What it is. Instead of building from zero, you subscribe for new capital or acquire shares or an equity interest in an existing Vietnamese organization. This is the usual legal route for a foreign M&A transaction, and it is the option most people mean when they say they want to "buy into" a Vietnamese business.
Under Article 21 of Investment Law No. 143/2025/QH15, a foreign investor must register the proposed capital contribution or acquisition before the target changes its members or shareholders if the transaction increases foreign ownership in a conditionally accessible sector; moves aggregate foreign ownership from 50 percent or less to above 50 percent; increases that ownership when it is already above 50 percent; or involves a target holding land-use rights in specified island, border, coastal, or other security-sensitive areas. When registration is required, Decree No. 96/2026/ND-CP sets a 10-working-day review period from receipt of a valid dossier, with security consultation where relevant.
Advantages. An acquisition can provide an operating team, customers, contracts, systems, and local knowledge from day one. A minority investment can also let the foreign investor learn the market with a Vietnamese partner before committing more capital.
Disadvantages. The investor buys into the target's history as well as its future. Tax exposure, labor issues, unrecorded debts, unclear intellectual property, related-party transactions, and missing permits can surface after closing. Minority investors also need carefully negotiated voting, information, transfer, deadlock, and exit rights.
A realistic version of this: a foreign creative agency buys 40 percent of a Vietnamese design studio. Before signing anything, it checks market access, reviews the target's financial and tax records, confirms who actually owns the client work and software the studio has produced, and negotiates board representation along with veto rights over major decisions. That due diligence step is not optional paperwork; it is the entire point of choosing this route over building from scratch.
3. Implementing an Investment Project
What it is. An investment project is a medium- or long-term proposal to commit capital at a defined location and for a defined period. Under Articles 20 and 26 of Investment Law No. 143/2025/QH15, a foreign investor's project, and a project of an economic organization falling within one of the more-than-50-percent cases in Article 20.1, requires an IRC. Some projects must first obtain investment policy approval or go through investor selection, depending on their legal characteristics.
This route matters when an investor already has a company in Vietnam. The existing foreign-invested organization may implement a new project without creating another company. The project then becomes the legal framework for its capital, objectives, location, schedule, and operating term.
Advantages. A project-based structure aligns the approvals, financing, land or premises, construction plan, and possible investment incentives around a defined operation. It is well suited to factories, logistics facilities, data infrastructure, property developments, and other location- or asset-heavy investments.
Disadvantages. The project may require coordinated work across investment, land, planning, environment, construction, fire safety, and sector regulators. Changes to objectives, capital, location, investors, schedule, or operating term can trigger adjustment procedures. Projects involving State-allocated or leased land may also require a deposit or bank guarantee, subject to statutory exceptions.
Picture a foreign-invested manufacturer that already operates in Vietnam opening a second factory in an industrial park. It uses its existing company, registers a new investment project for the new site, leases the land, and works through the environmental, construction, fire-safety, and operational approvals that apply to that specific facility, without touching its original company structure at all.
4. Investing Through a Business Cooperation Contract
What it is. A BCC is an agreement under which investors cooperate and share profits or products without creating a new economic organization. Under Article 22 of Investment Law No. 143/2025/QH15, a BCC between a domestic and foreign investor, or between foreign investors, requires an IRC. The parties establish a coordination board, and Decree No. 96/2026/ND-CP allows a foreign party to register an operating office in Vietnam.
Advantages. A BCC can combine complementary assets without adding a separate corporate layer. It can work for a defined project where one party contributes technology or capital and the other contributes distribution, local operations, premises, or sector knowledge. The contract can be tailored to the project's duration and commercial outcome.
Disadvantages. No separate entity sits between the parties and the operation. The contract must therefore deal precisely with management, bank accounts, invoices, tax, employees, assets, intellectual property, losses, termination, and disputes. A BCC also does not bypass foreign market-access or project approval rules.
A typical case: a foreign software provider and a Vietnamese systems integrator jointly deliver a platform to local business customers. The foreign side contributes the technology and training, the Vietnamese side handles implementation and support, and the two share revenue under the BCC without ever forming a joint company together.
5. New Forms Prescribed by the Government
What it is. Article 18.5 of Investment Law No. 143/2025/QH15 gives the Government authority to recognize new investment forms or new types of economic organization. It is a legal gateway for future models, not a general-purpose structure that an investor can design and register independently.
Advantages. The provision lets the legal framework respond to new business and investment models without waiting for another full revision of the Investment Law.
Disadvantages. It is not a ready-to-file option on its own. An investor needs a specific government rule defining the vehicle, eligibility conditions, ownership limits, and procedure before relying on it.
Example. If a future decree creates a new vehicle for a regulated digital or financial model, an eligible investor could use it under that decree. Until such rules apply to the proposed business, the practical choice remains one of the four established routes above.
How to Choose the Right Investment Form
Start with the operating plan and work backwards. Ask:
- Are you building a new business or entering an existing one?
- Do you need full control, a local partner, or only contractual cooperation?
- Is every planned revenue stream open to foreign investors, and does nationality change the treaty analysis?
- Will the business need land, construction, a fixed project location, or sector licenses?
- How much capital can you commit, and when can it be remitted and deployed?
- Are you willing to inherit an existing company's liabilities?
- How will you raise funds, resolve deadlocks, transfer ownership, or exit?
For many small service businesses, a new limited liability company offers the cleanest long-term platform. An acquisition can be faster when the target is sound and due diligence is thorough. A project route fits expansion or asset-heavy operations. A BCC works best for a clearly defined collaboration where the contract can carry the operational detail. The fifth category should be used only when a specific government rule makes it available.
The cheapest filing route is rarely the best decision criterion. The right structure is the one that fits your market-access position, commercial relationships, capital plan, compliance capacity, and exit strategy.
If you want advice for your specific business, complete the EasyTiger request form. We can use your proposed activities, ownership, location, and budget to connect you with a suitable lawyer in Vietnam.
This article provides general information as of September 2026 and is not legal, tax, or investment advice.
