May Public Employees Establish Private Enterprises Under Vietnamese Law?

Public employees may not establish private enterprises. Under Point b, Clause 2, Article 17 of the Law on Enterprises 2020 (amended by Law No. 76/2025/QH15), cadres, civil servants, and public employees are among those not entitled to establish and manage enterprises in Vietnam — and a private enterprise is a form owned and directly managed and operated by a single individual (Article 188 of the Law on Enterprises 2020), so public employees cannot establish a private enterprise. As for capital contribution: under Clause 3, Article 13 of the Law on Public Employees 2025 (No. 129/2025/QH15, effective July 1, 2026), public employees may contribute capital to, and participate in the management and operation of, enterprises, subject to the restrictions of the laws on anti-corruption, on enterprises, and specialized legislation.

1. What characteristics of a private enterprise prevent public employees from establishing one?

Under Article 188 of the Law on Enterprises 2020 (not amended by Law No. 76/2025/QH15): a private enterprise is owned by a single individual, who bears liability with all of their assets for all activities; it may not issue any type of securities; each individual may establish only one private enterprise; the owner of a private enterprise may not concurrently be a household business owner or a general partner of a partnership. The owner of a private enterprise is at the same time the legal representative who directly manages and operates all activities of the enterprise — and establishing and managing an enterprise is precisely what public employees are prohibited from under Point b, Clause 2, Article 17 of the Law on Enterprises 2020. Public employees therefore cannot establish this type of enterprise.

2. What may public employees do under the Law on Public Employees 2025?

The Law on Public Employees 2025 (No. 129/2025/QH15, effective from July 1, 2026, replacing the Law on Public Employees 2010) has expanded public employees’ rights to engage in business activities compared to before. Under Clause 3, Article 13 of this Law, public employees may contribute capital to, and participate in the management and operation of, enterprises; however, this right does not apply where the laws on anti-corruption, the laws on enterprises, or specialized legislation provide otherwise. In other words, capital contribution is broadly permitted, but establishing an enterprise and participating in its management and operation must still be checked against the relevant laws — notably Point b, Clause 2 and Point b, Clause 3, Article 17 of the Law on Enterprises 2020 (amended by Law No. 76/2025/QH15), which contain exceptions permitting the establishment and management of enterprises and capital contribution in accordance with the laws on science, technology, innovation and national digital transformation.

3. What public employees must not do

Under Point b, Clause 2, Article 17 of the Law on Enterprises 2020 (amended by Law No. 76/2025/QH15), cadres, civil servants, and public employees are not entitled to establish and manage enterprises, except as permitted under the laws on science, technology, innovation and national digital transformation. Violating public employees may be subject to disciplinary action in accordance with the laws on public employees and relevant legislation. Note: from July 1, 2026, the Law on Public Employees 2025 governs the legal status of public employees (the Law on Public Employees 2010 has expired) — always check the instrument in force at the time of application.

Notes on applying current legislation

This article is for general reference to help readers understand the legal issue at an overview level. The rules on cadres, civil servants, and public employees have changed significantly since July 1, 2026 (when the Law on Public Employees 2025 took effect) — check the instrument in force at the time of application, and additionally review the laws on anti-corruption and specialized legislation for each specific case. Where a precise determination is needed, please contact ANT Legal’s lawyers at 0966.475.966 for review and advice before proceeding.

Common risks to note

– A public employee registering to establish a private enterprise, facing disciplinary action.
– Asking another person to act as a nominal owner to circumvent the rules — risk of asset disputes.
– Participating in the management or operation of an enterprise without checking the laws on anti-corruption and specialized legislation.
– Applying the expired Law on Public Employees 2010 without checking the Law on Public Employees 2025.

How can ANT Legal help?

ANT Legal advises on the legal status of cadres, civil servants, and public employees in business activities and capital investment. For prompt advice, please contact our lawyers at 0966.475.966.

Frequently asked questions

May a public employee establish a private enterprise?
No. Cadres, civil servants, and public employees are not entitled to establish and manage enterprises in Vietnam (Point b, Clause 2, Article 17 of the Law on Enterprises 2020, amended by Law No. 76/2025/QH15); and the owner of a private enterprise is at the same time the person who directly manages and operates it (Article 188 of the Law on Enterprises 2020).

How may public employees contribute capital to businesses under current law?
Under Clause 3, Article 13 of the Law on Public Employees 2025 (effective July 1, 2026), public employees may contribute capital to, and participate in the management and operation of, enterprises; but they must comply with the restrictions of the laws on anti-corruption, the laws on enterprises (Point b, Clause 2 and Point b, Clause 3, Article 17 of the Law on Enterprises 2020), and specialized legislation.

How is a public employee who violates the rules on establishing enterprises handled?
They may be subject to disciplinary action in accordance with the laws on public employees and relevant legislation.

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