Registering a Private Enterprise in Vietnam: Procedure

Short answer: A private enterprise is owned by one individual, who is liable with all of their assets for all activities of the enterprise and has no legal personality. The establishment registration dossier includes the application for private enterprise registration using the current form and a copy of the individual’s legal documents (citizen ID card). Submit it to the Business Registration Office under the Department of Finance where the head office is located, in person or online via the National Enterprise Registration Portal; processing time is 3 working days. This article provides detailed guidance under the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15) and Decree 168/2025/ND-CP.

Legal basis

• The Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 (effective from 01/07/2025) — Article 188 on private enterprises;
• Decree 168/2025/ND-CP on enterprise registration (replacing Decree 01/2021/ND-CP, effective from 01/07/2025);
• The Identity Law 2023 on individuals’ legal documents (citizen ID cards replacing people’s ID cards).

What is a private enterprise? Characteristics to know before establishment

A private enterprise is an enterprise owned by one individual who is personally liable with all of their assets for all activities of the enterprise. It is the only enterprise type whose owner bears unlimited liability.

• No legal personality: a private enterprise has no assets independent of the owner’s assets;
• May not issue any type of securities;
• The private enterprise owner is the legal representative of the enterprise, directly managing and operating all activities;
• Each individual may establish only one private enterprise.

May a private enterprise owner contribute capital to another company?

Yes. The law only prohibits a private enterprise owner from simultaneously being a household business owner or a general partner of a partnership. Apart from these two prohibited cases, a private enterprise owner is fully entitled to contribute capital to establish or buy shares/capital contributions in limited liability companies and joint-stock companies as prescribed.

This is a common misconception: unlimited liability in a private enterprise does not mean restricted rights to invest in other enterprises.

Conditions for establishing a private enterprise

• The owner is an individual with full civil act capacity, not subject to prohibitions on establishing and managing enterprises (cadres, civil servants, public employees as prescribed; persons being prosecuted or serving prison sentences, etc.);
• Has an enterprise name compliant with naming rules (not identical, not confusingly similar);
• Has a defined head office (not in apartments for residential use only or dormitories);
• Business lines are not prohibited; conditional business lines must satisfy conditions when operating;
• No minimum capital requirement, except for sectors with statutory capital prescribed by law.

Dossier for registering a private enterprise

• Application for private enterprise registration using the current prescribed form (issued with Decree 168/2025/ND-CP);
• A copy of the legal documents of the individual owner (citizen ID card or valid passport).

If authorizing another person to submit the dossier: add the authorization document and the authorized person’s legal documents.

Procedure for registering a private enterprise

Step 1. Prepare the dossier and check the name

Prepare the dossier using the current form; check the intended enterprise name on the National Enterprise Registration Portal to avoid duplication or confusing similarity.

Step 2. Submit the dossier

Submit 01 set of the dossier to the Business Registration Office under the Department of Finance where the enterprise has its head office — in person or online via the National Enterprise Registration Portal (dangkykinhdoanh.gov.vn). From 01/07/2025, business registration authorities are organized at the provincial level (no longer district level).

Step 3. Receive the result

The Business Registration Office processes the dossier within 3 working days from the date of receipt of a complete and valid dossier; issues the Enterprise Registration Certificate and publishes the enterprise registration contents on the National Portal.

Step 4. Post-certificate tasks

• Carve a seal and self-manage the enterprise seal;
• Open a bank account; register a digital signature; register for e-invoice use;
• Declare and pay taxes as prescribed (note: business license tax collection and payment terminated from 01/01/2026);
• Hang a signboard at the head office.

Frequently asked questions

How long does it take to establish a private enterprise?

Under the rules, the Business Registration Office processes the dossier within 3 working days if valid. Actual time depends on preparing a complete and accurate dossier from the start.

May a private enterprise hire an executive director?

Yes. The private enterprise owner may directly manage or hire another person as director (general director) to manage business operations; in this case the owner remains liable for all activities of the enterprise.

Can a private enterprise be converted into an LLC?

Yes. The law permits converting a private enterprise into a limited liability company; the converted enterprise inherits all rights and obligations of the private enterprise. The conversion registration procedure is carried out at the Business Registration Office under Decree 168/2025/ND-CP.

Notes on applying current laws

The biggest advantage of a private enterprise is the simple establishment procedure and the owner’s full decision-making power; in exchange, the owner bears unlimited liability with all assets — much higher risk than an LLC or joint-stock company. Before choosing this type, you should carefully consider the scale, sector, and risk level of your business, or contact an ANT Legal lawyer at 0966.475.966 for advice on a suitable type.

Common risks to watch out for

• Mistakenly believing a private enterprise owner may not contribute capital to other companies — in reality only simultaneously being a household business owner or general partner is prohibited;
• Using the old dossier form under Decree 01/2021/ND-CP, which has expired;
• Naming identically or confusingly, requiring dossier amendments;
• Underestimating unlimited liability risks before choosing the type.

How ANT Legal can help

ANT Legal advises on choosing a suitable enterprise type, drafts dossiers, checks names, and carries out private enterprise establishment registration procedures at the Business Registration Office. For quick advice, please contact our lawyers at 0966.475.966.

Related articles

• Procedure for Registering a Private Enterprise in Vietnam
• Minimum Capital for Enterprise Registration in Vietnam
• How Many Enterprises Can One Individual Establish in Vietnam?
• What Is an Enterprise Establishment Announcement? How to Register It
• Company Formation Services Nationwide in Vietnam