Tiếng Việt
中文Quick answer: Under Article 17 of the Law on Enterprises 2020 (amended by Law No. 76/2025/QH15, effective 01/7/2025), organizations and individuals have the right to establish and manage enterprises in Vietnam — including the right to contribute capital, purchase shares and purchase contributed capital — except for prohibited cases: state agencies and armed forces units using state assets to do business for private gain; cadres, civil servants and public employees; officers, non-commissioned officers and professional military personnel; minors and persons with limited/lost civil act capacity; persons under criminal prosecution or serving imprisonment; and commercial legal entities prohibited from doing business in certain sectors…
Legal basis
- Law on Enterprises 2020 (amended by Law No. 76/2025/QH15) — Article 17 (rights to establish, contribute capital, purchase shares, purchase contributed capital and manage enterprises).
Who may establish, contribute capital and purchase shares?
- Principle: every organization and individual has the right to establish and manage enterprises, contribute capital, purchase shares and purchase contributed capital in Vietnam;
- Organizations: including domestic organizations and foreign investors (subject to market access conditions under the Law on Investment);
- Individuals: Vietnamese citizens and foreigners (except prohibited cases).
Cases without the right to establish or manage enterprises
- State agencies and armed forces units using state assets to establish enterprises doing business for private gain;
- Cadres, civil servants and public employees under the laws on cadres, civil servants and public employees, except where permitted to establish and manage enterprises under the laws on science, technology, innovation and national digital transformation (Point b, Clause 2, Article 17, as amended by Law No. 76/2025/QH15);
- Officers, non-commissioned officers, professional military personnel, defense workers and defense employees; police officers and non-commissioned officers — except persons assigned as authorized representatives to manage State capital at enterprises;
- Leading managerial officials in state-owned enterprises under Point a, Clause 1, Article 88, except persons assigned as authorized representatives to manage State capital at other enterprises;
- Minors; persons with limited or lost civil act capacity; persons with difficulties in cognition or behavior control; organizations without legal personality;
- Persons under criminal prosecution, in temporary detention, serving imprisonment, subject to administrative handling measures at compulsory drug rehabilitation or education establishments, or prohibited by a Court from holding positions, practicing a profession or performing certain work; other cases under the Law on Bankruptcy and the Law on Anti-Corruption;
- Commercial legal entities prohibited from doing business or operating in certain sectors under the Criminal Code.
Handling failure to fully contribute committed charter capital
- Members and shareholders must contribute in full and on time (within 90 days from the date of issuance of the enterprise registration certificate);
- Where the capital is not fully contributed: liability attaches in proportion to the committed capital for financial obligations arising before the charter capital adjustment;
- The company must register the charter capital adjustment to reflect the actually contributed capital.
How ANT Legal can help
ANT Legal advises on enterprise establishment rights, ownership structures and capital contribution and transfer procedures. For advice on your specific case, please contact our lawyers at 0966.475.966.
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