Tiếng Việt
中文Short answer: A juridical person is an organization satisfying all 04 conditions: lawfully established; having a tight organizational structure; having assets independent of other individuals or juridical persons and bearing liability with its own assets; participating in legal relations independently in its own name. Among enterprise types, LLCs, joint-stock companies and partnerships have juridical person status; private enterprises and household businesses do not. Basis: Articles 74 and 75 of the Civil Code 2015; Article 188 of the Law on Enterprises 2020.
Legal basis
- Civil Code 2015 — Article 74 (juridical person), Article 75 (conditions for establishing a juridical person), Articles 76–87 (organization, assets, liability of juridical persons);
- Law on Enterprises 2020, amended and supplemented by Law No. 76/2025/QH15 — Article 188 (private enterprises do not have juridical person status).
What is a juridical person? The 04 conditions
An organization is recognized as a juridical person when it concurrently satisfies the following conditions:
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- Lawfully established as prescribed by law (registered for establishment, permitted by a competent authority…);
- Having a tight organizational structure: having an executive body; organization, duties and powers prescribed in the charter or establishment decision;
- Having independent assets of other individuals or juridical persons and bearing liability with its own assets;
- Participating in legal relations independently in its own name: itself establishing and performing civil rights and obligations.
Which enterprises have juridical person status?
| Enterprise type | Juridical person status | Liability regime |
|---|---|---|
| Single-member LLC | Yes | Owner liable within charter capital |
| Multi-member LLC | Yes | Members liable within contributed capital |
| Joint-stock company | Yes | Shareholders liable within contributed capital |
| Partnership | Yes | General partners bear unlimited, joint liability |
| Private enterprise | No | Owner bears unlimited liability with all assets |
| Household business | No | Household head bears unlimited liability with all assets |
An enterprise acquires juridical person status from the date of issuance of the Enterprise Registration Certificate (for enterprise types having juridical person status).
Practical significance of juridical person status
- Independent assets: the company’s assets are separate from the personal assets of members and shareholders — the company’s creditors may only handle the company’s assets (within limited liability);
- Independent subject: the company itself signs contracts, owns assets, sues and is sued;
- Independent existence: changes in members or shareholders do not terminate the company’s existence;
- Limited liability: members and shareholders are liable only within contributed capital — this is the main reason investors favor the company form.
When is the “corporate veil” pierced?
In some cases, the law holds the individuals behind the juridical person liable, for example:
- Owners or members who have not fully contributed committed capital — liable correspondingly for the uncontributed portion;
- Abusing juridical person status to evade obligations or violate the law;
- Representatives and managers breaching duties and causing damage to the company — bearing personal liability.
Frequently asked questions
Does a company branch have juridical person status?
No. A branch is a dependent unit of the enterprise, without independent juridical person status; all rights and obligations of the branch belong to the enterprise.
How can a private enterprise obtain juridical person status?
Convert the private enterprise into a limited liability company — the converted company has juridical person status and the owner bears only limited liability within the charter capital.
Is an unregistered organization a juridical person?
No, if it has not satisfied the “lawfully established” condition. Transactions entered into by an organization without juridical person status risk being void, or liability falls on the individuals who acted.
Notes on applying current legal provisions
Choosing an enterprise type with or without juridical person status directly affects the degree of personal asset risk for investors. For high-risk business activities, the company form (with juridical person status and limited liability) is usually the safer choice. Contact an ANT Legal lawyer at 0966.475.966 for advice on choosing a suitable type.
Common risks to note
- Mistakenly believing a private enterprise has juridical person status — misjudging unlimited liability risk;
- Mixing company assets with personal assets, losing asset independence;
- Signing contracts in the branch’s name beyond the authorized scope;
- Declaring capital as fully contributed when it is not — incurring personal liability.
How can ANT Legal help?
ANT Legal advises on choosing enterprise types, ownership and governance structures; drafts charters; and carries out establishment and enterprise-type conversion procedures. For quick advice, you may contact a lawyer at 0966.475.966.
Related articles
- Legal notes when establishing an enterprise in Vietnam
- Enterprise names and legal issues to note
- Regulations on notifying changes to enterprise registration contents under Vietnamese law
- Regulations on the legal representative of enterprises under Vietnamese law
- Social enterprises under current legal provisions
