Foreign Investment Structures in Vietnam: Which Route Fits Your Entry Plan?

Foreign investors entering Vietnam do not all need the same structure. The right route depends on whether the investor wants to build a new operating company, acquire an existing business, implement a specific investment project, or cooperate with a Vietnamese partner without creating a joint company.

Under the Law on Investment 143/2025/QH15, effective from 1 March 2026, and Decree 96/2026/ND-CP, effective from 31 March 2026, the structure should be selected together with market-access conditions, ownership limits, project requirements, land or site issues and sector-specific licences. A company-registration route is not, by itself, permission to implement every proposed activity.

Four core investment routes to compare

For practical planning, foreign investors should compare four core routes before preparing documents:

1. Establish a new economic organisation. This is the usual route when the investor wants a dedicated Vietnam company and direct operational control.
2. Contribute capital or acquire shares or capital interests. This is relevant when the investor enters an existing Vietnamese company rather than building a new entity from zero.
3. Implement an investment project. The project route matters when the investment involves a defined location, objectives, capital, schedule or regulated project conditions that must be registered or approved.
4. Use a business cooperation contract (BCC). This can support cooperation without creating a jointly owned company, but foreign-participation cases still require the applicable investment procedures and careful allocation of rights, costs and responsibilities.

Other transaction or financial structures may also be available under specialised law. The four routes above are the starting point for direct business planning, not a substitute for a sector-specific review.

When a new Vietnam company is usually the better fit

A new foreign-invested company is often appropriate when the investor needs its own workforce, contracts, bank accounts, invoices, local management and operating licences. It can also provide a cleaner platform for future expansion or additional investors.

Do not choose the company route only because it appears familiar. Before incorporation, confirm:

• the proposed business activities and market-access conditions;
• the ownership structure and whether 100% foreign ownership is permitted for the relevant activities;
• the project location and whether the site can support the intended operation;
• the applicable enterprise-registration and investment-registration sequence;
• capital requirements, contribution schedule and funding plan; and
• licences or approvals required before actual operations begin.

The 2026 investment framework allows an eligible foreign investor to establish an economic organisation before completing the relevant IRC procedure in certain cases. This flexibility should not be read as a general exemption from project registration or operating requirements. See our company formation service and IRC guidance.

When capital contribution or share acquisition may be faster

Buying into an existing company may shorten the market-entry timetable when the target already has staff, contracts, premises, customers or licences. But the transaction creates a different risk profile: the investor acquires not only future business potential but also part of the target’s existing legal and compliance history.

Before signing or closing, review at least:

• the target’s enterprise and investment registrations;
• foreign ownership conditions before and after the transaction;
• whether pre-closing registration of the foreign investor’s acquisition is required;
• material licences, contracts, tax and labour matters;
• land, premises and asset rights; and
• the ownership of intellectual property and other key business assets.

Use the capital contribution and share acquisition page for the registration route, and the legal due diligence service when the transaction requires a broader risk review.

When the investment project itself drives the structure

Some investments cannot be planned only at company level. A factory, retail outlet, infrastructure activity, large-scale project or location-dependent business may require the project facts to be settled early because those facts determine investment, land, construction, environmental or licensing workstreams.

Prepare a project brief covering objectives, location, capital, implementation schedule, land or lease arrangements, technology, expected workforce and operational licences. If the project changes later, the company may need to amend the IRC or other approvals before implementing the change.

Related services include IRC amendment, investment monitoring and evaluation reporting and, where relevant, the FDI retail outlet licence.

When a BCC can make sense

A BCC can be useful when the parties want to cooperate on a business activity or project without incorporating a jointly owned entity. The contract should be designed around the actual operating model, including who contributes assets or capital, who signs customer and supplier contracts, how revenue and costs are allocated, who employs personnel, who owns project assets and intellectual property, and how the parties exit.

A BCC is not a shortcut around investment or licensing rules. Where a foreign investor participates, the investment-registration requirements applicable to the BCC project must still be reviewed. Tax, invoicing, foreign-exchange and operational responsibilities should also be mapped before execution.

Foreign ownership percentage is only one part of the decision

There is no single foreign-ownership percentage that applies to every business sector in Vietnam. The permitted ownership level depends on market-access conditions and any relevant specialised rules. The 50% threshold is important for several investment-law tests, but it should not be confused with a universal ownership ceiling or a universal test for corporate control.

Control can also depend on the company type, charter, shareholder or member rights and contractual arrangements. Review ownership and governance together. For a detailed discussion, see our Vietnamese reference article on foreign ownership limits until a dedicated English guide is published.

How to choose the route

Information to prepare before choosing

• Investor identity, jurisdiction and ownership structure.
• Activities and products or services to be offered in Vietnam.
• Preferred ownership percentage and governance rights.
• Proposed capital, funding source and implementation timetable.
• Location, premises or target company, if already identified.
• Whether the investor is entering a new business, acquiring an existing company or expanding an existing Vietnam operation.
• Any regulated activities, licences, technology, land or sector-specific conditions.

With this information, the investor can compare the legal routes before committing to a lease, acquisition price, launch date or group structure.

How Duong Tri Law can support the entry plan

Duong Tri Law can review the proposed investment structure, identify the registrations and licences to be addressed, prepare the agreed application documents and coordinate the legal workstreams within the engagement scope. Transaction due diligence, tax advice, technical reports, engineering work and foreign-law advice are separate unless expressly included.

Start with a short project brief covering the investor, activities, ownership plan, location, capital and target timetable. We can then identify the appropriate Vietnam workstream and the information still required.

Legal sources and related services

• Law on Investment 143/2025/QH15 — effective 1 March 2026.
• Decree 96/2026/ND-CP — implementing the Law on Investment, effective 31 March 2026.
• Foreign investment legal services in Vietnam.
• M&A and transactions in Vietnam.