Branches, Representative Offices, and Business Locations: Key Differences

Short answer: The enterprise types in Vietnam — single-member LLCs, LLCs with two or more members, joint stock companies, partnerships, and private enterprises — all have legal person status, may all sign contracts, use e-invoices, and fulfill tax obligations in full in the same manner. The differences among the types lie in the ownership structure, asset liability regime, and governance organization — not in the right to sign contracts or issue invoices. Private enterprises alone lack legal person status but still sign contracts, use invoices, and pay taxes normally.

Legal basis

• The Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15, effective from 01/7/2025);
• The Civil Code 2015 (provisions on legal person status);
• The Law on Tax Administration 108/2025/QH15 (effective from 01/7/2026).

Enterprise types under the Law on Enterprises 2020

Which types may sign contracts, issue invoices, and pay taxes?

All of them. Every enterprise issued an Enterprise Registration Certificate:

• May sign contracts: an enterprise enters into transactions through its legal representative; a private enterprise signs contracts through its owner (who is the legal representative);
• May use e-invoices: every enterprise selling goods or providing services must issue e-invoices under the law on invoices and vouchers;
• Must fulfill tax obligations: corporate income tax, value-added tax, personal income tax (withheld at source), and other financial obligations as prescribed — regardless of type;
• May use a seal: an enterprise decides on the form, quantity, and use of its seal under current law.

So what are the real differences among the types?

• Liability regime: limited (LLCs, joint stock companies) or unlimited (private enterprises, general partners);
• Capital-raising ability: joint stock companies may issue shares and bonds; LLCs (except in special cases) may not issue shares;
• Governance structure: General Meeting of Shareholders/Board of Directors (joint stock companies), Members’ Council (LLCs), enterprise owner (private enterprises);
• Capital transfer: shares are freely transferable (except statutory restrictions); contributed capital in LLCs must first be offered to the remaining members.

Which type should you choose?

• One owner wanting to separate assets: single-member LLC;
• Several co-investors, medium scale: LLC with two or more members;
• Plans for broad capital raising, listing: joint stock company;
• Small, simple business, accepting unlimited liability: private enterprise or business household.

Frequently asked questions

May a single-member LLC issue VAT invoices?

Yes. All enterprise types use e-invoices and declare VAT as prescribed.

Does a private enterprise have legal person status?

No. But a private enterprise still signs contracts (through its owner), uses invoices, and fulfills tax obligations normally.

Which type pays the most tax?

No type is “exempt” from basic tax obligations. The tax payable depends on actual business activity (revenue, profit) and tax incentive policies by locality/field — not on the enterprise type.

Notes on applying current regulations

This article belongs to the enterprise-knowledge group and is presented as reference material, helping readers understand the legal issue at an overview level before choosing a type. Legal regulations may change over time and with each investor’s specific situation. If you need advice on choosing a suitable type, please contact an ANT Legal lawyer at 0966.475.966 for review and advice before proceeding.

Common risks to note

• Believing some types “may not sign contracts/issue invoices” — a misconception.
• Choosing a private enterprise without understanding the unlimited liability regime.
• Choosing a joint stock company with only 01–02 founders (fewer than the minimum 03 shareholders).

How ANT Legal can help

ANT Legal advises on choosing a suitable enterprise type, drafts establishment dossiers, and carries out full-package enterprise registration procedures. For prompt advice, please contact a lawyer at 0966.475.966.

Related articles

• Should you establish a company or a business household in Vietnam?
• Distinguishing business households from enterprises
• What is a legal person? Legal person status of enterprises
• Procedures for registering a private enterprise in Vietnam
• Rights and obligations of enterprises