What is the main source of law authorising this entity form?

Law on Enterprises No. 59/2020/QH14 (Luật Doanh nghiệp số 59/2020/QH14) promulgated by the National Assembly on 17 June 2020 as amended and supplemented by Law No. 03/2022/QH15 dated 11 January 2022 and Law No. 76/2025/QH15 dated 17 June 2025 of the National Assembly.

Give a brief summary of the entity form:

Does the entity possess separate legal personality?

The SLLC has a legal personality.

(Maximum) period of existence

There is no maximum period of existence; the SLLC can be incorporated for an indefinite period.

Governing document(s)

The SLLC is governed by its Charter.

Liability of incorporators / shareholders

The owner of the SLLC is liable for all of the SLLC's debts and other property obligations within the amount of the charter capital of the SLLC.

(Governing) bodies

The SLLC is headed by a President (Chủ tịch Công ty) or Members' Council (Hội đồng Thành viên) (depending on the organisational structure chosen by the owner for the SLLC). For the President model, the owner will appoint only one authorized representative (Người đại diện theo ủy quyền) who will represent the entire charter capital of the owner in the SLLC. For the Members’ Council model, the owner will appoint from three to seven authorized representatives. Each person will represent a portion of the charter capital as assigned by the owner.

Other particularities

Can this type of entity be involved in international transactions and restructurings (e.g. cross border mergers, asset acquisitions and divestitures, equity acquisitions, conversions etc.)?

An SLLC can enter into international restructurings; however, it is only allowed pursuant to specific legislation of the country where the international restructurings take place.

Can this type of entity be publicly listed or held, or its securities be issued to members of the public?

No

Can this type of entity be used for a non-profit or charitable organization?

Generally, no, given its nature as a commercial entity, with the right to distribute profits, and being subject to corporate income tax.

Give a brief summary of the process of incorporation, formation, or organization, including:

Main documents required,Involvement of notary, company register, governmental authorities, Timing (estimate), Main costs, including registration and similar fees (excluding legal fees), Is a description of the anticipated business or purpose of the entity required for incorporation, formation or organization?

In order to establish an SLLC, foreign investors must go through two stages: First applying for an Investment Registration Certificate (IRC) (Giấy chứng nhận Đăng ký Đầu tư) and then an Enterprise Registration Certificate (ERC) (Giấy chứng nhận Đăng ký Doanh nghiệp). While the IRC will recognise contents relating to the investment project such as investor(s), project location, objectives and scale of the project, investment capital, investment incentives and restrictions etc., the ERC will provide the corporate details such as company name, registered office address, charter capital, owner's details, and legal representative(s) of the company. For some cases as prescribed under law, investors are required to procure a decision on investment policy before applying for the IRC.

An application dossier for IRC will generally include the following documents:

• Application (prescribed form).
• Copy of a set of corporate/institutional documents of an organisational investor including certificate of incorporation, business registration certificate, articles of association (company charter), register of directors (if any) etc.
• Copy of passport of the legal representative of the investor.
• Proposal on the investment project outlining the major contents such as investor, objectives and scale of the project, capital, project location, schedule to implement the project, demand for labour, self-assessment of efficiency and feasibility of the project etc. For projects for which a feasibility study is required under the laws on construction, the feasibility study is submitted instead of the project proposal:
• Copy of a document evidencing financial capability of investor, including an audited financial statement for the last two (2) years, or an undertaking of parent company or financial institution(s) to provide financial support, or a guarantee of the financial capability of investor, or another document proving the financial capability of investor;
• Copy of lease agreement/memorandum of understanding for office space or land; and
• Explanation on utilising the technology which is on the technology transfer restricted list (if any).
• An application dossier for ERC will generally include the following documents:
• application (in prescribed form);
• draft company charter;
• list of authorised representatives;
• list of beneficial owners (if any);
• copies of passports of individual owners; or copy of set of corporate/constitutional documents of entity owners/investors including certificate of incorporation, articles of association (a.k.a. company charter), and register of directors (if any);
• copies of passports of the legal representatives of the company and investors;
• copies of passports of authorised representative(s) of investors in the company; and
• copy of the issued IRC.
• The time limit for issuance of IRC is 15 days, and for issuance of ERC is three (3) working days, from the submission of a complete dossier. "Complete dossier" means that the competent authorities do not have any further requests on the submitted application documents and do not seek opinions from the relevant authorities on the proposed business lines of the SLLC. In practice, such timelines may take a bit longer depending on the nature and complexity of the application.
• Other than legal fees, the other costs such as government/official fees are negligible.
• The objectives/purpose of the SLLC must be stated in several documents (i.e. application form and proposal on the investment project in the application dossier for IRC; application form and Charter of SLLC in application dossier for ERC).

Minimum number of incorporators / shareholders and residency requirements

The SLLC only requires one (1) member, which can be an individual or an organisation, to set up a company. There is no residency requirement for the owner if it is an individual; however, the SLLC must appoint at least one (1) legal representative that is required to reside in Vietnam.

Minimum number of directors (or other applicable officers) and residency requirements

There must be at least one (1) director and there is no residency requirement for directors, except where such director concurrently holds the title of legal representative (who must reside in Vietnam). In addition to the director, the SLLC must have a President or a Members’ Council in its organizational structure, subject to the model chosen by the owner.

Minimum share capital, or equivalent, and payment requirements (including opening a bank account)

With the exception of companies operating in certain sectors (such as banking, finance, insurance etc.), there is no requirement on the minimum capital of a company. However, for the purpose of registering the company in Vietnam, the charter capital should be sufficient for persuading the licensing authorities with regard to the feasibility of the project as envisioned by the investor's feasibility report submitted for the IRC and ERC.

A foreign-invested enterprise (doanh nghiệp có vốn đầu tư nước ngoài) is required to open a direct investment capital account (other than a current account) with a bank licensed in Vietnam to implement transactions relating to foreign direct investment in Vietnam. Capital-related transactions, such as capital contribution, loan mobilization, profit distribution, capital return upon dissolution of the company, and others, must be remitted via this capital account.

Is the physical presence of incorporators/directors/shareholders required in the jurisdiction for incorporation, formation, or organisation?

It is not strictly required for the incorporators (i.e. directors or authorised representatives of the investor) to be present in the country for incorporation. The documents of incorporation may be signed by the competent persons at the place convenient to them. The actual submission of the application can be carried out by an authorised person (such as staff of a law firm) via power of attorney. If convenient, the above persons who are foreigners can opt to come to Vietnam to get copies of their passports notarized in Vietnam. The notarization process in Vietnam is usually quicker and easier than the legalization process in their home countries.

Is a tax identification number, or equivalent, required? If so, how is it obtained?

The SLLC is issued a single enterprise ID number as stated in ERC. This number is also the enterprise's taxpayer identification number.

What is the title of the applicable company registry?

National Business Registration Portal – Cổng thông tin quốc gia về đăng ký doanh nghiệp.

What types of information must be filed at the (company) register, and which of them will it be publicly available, e.g.:

Name and identification number of the SLLC;

Address of the SLLC's headquarters;

Full name, signature, permanent residence, nationality, and number of the ID card, passport, or another ID paper of the legal representative of the SLLC;

Name, enterprise identification number, and address of headquarters of an organisational investor;

Charter capital;

Business lines.and

Company Charter

What is the title of the executive body and its members? What are their main duties, tasks and responsibilities?

President or Members' Council (depending on the organisational structure selected by the SLLC’s owner); and

the President or the Chair of the Members' Council must carry out management duties in the interests of the company in accordance with the Charter of the SLLC. In general, the President or the Members’ Council will represent the owner in performing the owner’s rights in the SLLC (see Question 20).

How are the members of the executive body appointed, dismissed and replaced?

If the SLLC selects the organisational structure of Members' Council, there will be three (3) to seven (7) members of the Members' Council who are designated and dismissed by the company's owner.

Is it possible to appoint corporate directors or must all directors be natural persons?

No; in an SLLC, the director (or general director) is appointed or employed to manage the day-to-day business of the company and must satisfy the qualifications set out by the law and company charter. They must be natural persons.

Is there a requirement to have non-executive directors? How are they appointed, dismissed and replaced? Do non-executive directors serve on a separate body (two-tier structure) or can a one-tier board (with executive and non-executives) be appointed, or is some alternate structure used?

No.

What is the title of the body of owners / shareholders / members, and what are the main tasks / responsibilities / powers of that body?

The owner – Chủ sở hữu.

The owner of the company has the rights to amend the Charter, decide the organisational structure, approve contracts above a specified value, decide to increase charter capital, decide on the company's restructuring, dissolution, and petition for bankruptcy, and other rights under the Charter. The owner performs its rights via the President or the Members’ Council, subject to the chosen organizational structure.

What are the majority and quorum requirements for decisions by the shareholders? Can they be varied or changed?

If the SLLC selects the organisational structure of a Members' Council, a resolution of the Members' Council will be ratified when it is approved by a majority of the attending members. A meeting of the Members' Council may be conducted where at least two-thirds of the total number of members attend.

The company charter may stipulate for the members of the Members' Council to attend via alternative means (i.e. conference call, proxy etc.). Unless otherwise stipulated in the charter of the company, each member shall have an equal vote (regardless of the ratio of owner's capital they are representing).

Decisions on amendments to the company's charter, restructuring of the company, and transfer of part of or all of the company's charter capital must be approved by at least three-fourths of the attending members.

Any special governance regimes (e.g. depending on size, being listed at a stock exchange, or other criteria)?

No.

What are the periodic accounting obligations incumbent upon the entity? To whom must those accounts be submitted?

Generally, at the end of an annual accounting period (or the fiscal year), the SLLC is required to prepare and submit audited financial statements (AFS) to the Tax Department, Statistics Office and Department of Finance (DOF).

Is the entity permitted to determine its own financial year?

In general, an annual accounting period is 12-months from 1 January to 31 December. However, an accounting unit with a different organisational structure or operation is allowed to begin its annual accounting period on the first day of the first month of a quarter and end it on the last day of the last month of the fourth quarter (counting from the first day) but must notify the finance authority and tax authority.

Is the entity subject to any statutory (external) auditor obligations?

The AFS must be audited by an independent auditing firm duly licensed to practice in Vietnam.

Requirements to appoint other persons (officers, secretary, internal auditor / accountants). If so, what are their functions? Are there any residency requirements?

The SLLC must designate a person as its chief accountant (kế toán trưởng). For the first year of establishment, this position can be vacant. After that, a chief accountant must be appointed which can be an employee of the SLLC or outsourced to an accounting/payroll firm on a contractual or fee basis. The chief accountant must hold a Chief Accountant Certificate issued/recognised by the Vietnamese authorities. In theory, the chief accountant can be an expatriate. However, in practice, in order to satisfy the requirements to obtain the Chief Accountant Certificate, or in order for the Chief Accountant Certificate to be recognised, the chief accountant is normally a Vietnamese citizen.

What is the title designated for 'ownership interests' (e.g. shares, quota, interests, membership)?

Capital contribution.

Are different classes of ownership interests possible? If so, what are some examples of different classes?

No.

What documentation is required for the transfer of ownership interests?

Capital transfer agreement between the transferor and the transferee.

Are there any additional formal requirements required for the transfer of ownership (notary, approvals, stamping, filings, corporate records)?

The transferee must register the replacement of the company's owner with the DOF. The registration documents include:

• a notification of changes of enterprise registration information bearing the signatures of the transferor or his/her legal representative and the transferee or his/her legal representative;
• a legitimate copy of the ID paper of the transferee (if the transferee is an individual) or legitimate copy of certificate of enterprise registration or an equivalent document (if the transferee is an organisation); a list of authorised representatives, a legitimate copy of the ID paper of the authorised representative and a power of attorney issued by the owner;
• a legitimate copy of the revised charter of the company;
• a capital transfer agreement or documents proving completion of the capital transfer; and
• a copy of approval by the investment registration authority for purchase of capital contribution by foreign investors, where applicable.

A legitimate copy means a certified copy of the original document. For documents that are issued in a foreign jurisdiction, copies of those documents must be authenticated and legalised by a Vietnamese consular office of the country where they are issued, and the legalised copies must then be translated into Vietnamese either at the Vietnamese consular office or a notary public in Vietnam for use in Vietnam.

Are there any applicable stamp duties imposed when transferring ownership interests?

The tax rate of 20% is imposed on the transferor.

How are shares issued? (including information on payment obligations, registration requirements)

An SLLC may not issue shares.

Further information on equity contributions, e.g., non-cash payments on shares, (share premium) contributions without issuances of shares, can partially paid shares/ownership interests be permitted and what are the restrictions on them?

Contributed assets may be in Vietnam dong (VND), convertible foreign currencies, gold, value of land use rights, or value of Intellectual Property rights, technologies, technical secrets, or other assets that can be assessed in VND.

Any requirements with respect to share cancellation, share repurchase and other capital reductions

To decrease its charter capital, the SLLC must be subject to one of the following circumstances:

• A partial stake in the charter capital may be returned to the owner, provided that the SLLC has carried out its business operations for more than two years from the business registration date, and that all debts and liabilities can be paid after the return; or
• Charter capital has not been provided by the owner fully and punctually as prescribed under the laws.

If the SLLC decreases its charter capital, it must amend its Charter, as well as register the change of charter capital with the DOF.

Any requirements with respect to distributions to shareholders?

Distributions to the owner can be authorised by the owner from profits after fulfilment of tax obligations and other financial obligations of the company.

Can the owners or shareholders adopt a restrictive or governing agreement among themselves such as a Shareholders Agreement?

No.

Which are the typical annual maintenance costs of maintaining the existence and legal good standing of such an entity (excluding legal fees)?

There is no governmental fee for maintaining an SLLC.

What are the general corporate tax rates? (Specify if there is a national versus local distinction).

In general, an SLLC, whether it is a foreign or domestic enterprise, is subject to the corporate tax rate of 20%.

Summary of any specific matters, e.g. recent or prospective major legal developments

The 2020 Law on Investment (Luật Đầu tư 2020) and 2020 Law on Enterprises (Luật Doanh nghiệp 2020) both took effect on 1 January 2021 and replaced the previous versions which came into effect in 2014. The law amending and supplementing the 2020 Law on Enterprises together with guiding regulations for the laws have also been recently issued.

One of the most notable additions in the 2020 Law on Investment is the introduction of investment policies relating to national defence and security. Restructuring transactions involving local entities with the right to use land plots located on islands, border or coastal areas, or other areas affecting national defence and security will be subject to the requirement of an M&A approval by the investment registration authority (i.e. the provincial DOF or Management Board of industrial park, processing zone, high-tech zone, or economic zone).

Under the 2020 Law on Enterprises, companies are no longer obligated to provide the relevant licensing authority with samples of their seals. Electronic signatures can be used instead of seal samples