Who Has the Right to Establish a Company in Vietnam?

Short answer: All organizations and individuals — including Vietnamese individuals, foreigners, and domestic and foreign organizations — have the right to establish companies/enterprises in Vietnam, except subjects prohibited by law: cadres, civil servants, public employees (where prohibited by law); professional officers and military personnel; minors and persons lacking civil act capacity; persons under criminal prosecution or serving prison sentences; persons during a professional or business prohibition period. Legal basis: Article 17 of the Law on Enterprises 2020 (amended by Law No. 76/2025/QH15).

Legal basis

• Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 — Article 17 (right to establish, contribute capital, purchase shares/stakes and manage enterprises);
• Law on Investment 2020 (amended by Law No. 57/2024/QH15) — for foreign investors.

Who has the right to establish a company?

• Vietnamese individuals aged 18 and above with full civil act capacity;
• Vietnamese organizations lawfully established;
• Foreign individuals and organizations — may establish enterprises in Vietnam under the Law on Investment and international commitments (may need to complete investment procedures before enterprise registration);
• One organization or individual may simultaneously participate in establishing and owning multiple enterprises.

Who does NOT have the right to establish and manage enterprises?

Article 17 of the Law on Enterprises 2020 lists organizations and individuals prohibited from establishing and managing enterprises in Vietnam:

• State agencies and armed force units using state assets to establish enterprises conducting business for their own profit;
• Cadres, civil servants and public employees as defined by laws on cadres, civil servants and public employees;
• Officers, non-commissioned officers and professional military personnel, defense workers and employees in agencies and units of the Army; professional officers and non-commissioned officers in agencies and units of the Public Security;
• Minors; persons restricted in or lacking civil act capacity;
• Persons under criminal prosecution, in temporary detention, serving prison sentences, or undergoing administrative handling measures at compulsory detoxification or compulsory education facilities;
• Persons during a prohibition period from practicing a profession, performing certain work or holding office under a court decision;
• Organizations that are commercial legal entities banned from business in certain sectors under the Criminal Code.

Foreigners establishing companies in Vietnam

• May establish 100% foreign-owned enterprises or joint ventures under market-opening commitments;
• Some business lines have market access conditions for foreign investors (ownership ratios, investment forms, Vietnamese partners…);
• Projects requiring investment policy approval/Investment Registration Certificates must complete investment procedures before enterprise registration.

Frequently asked questions

Can a civil servant contribute capital to a company?

In principle, cadres and civil servants may not establish or manage enterprises. Capital contributions and share purchases by cadres and civil servants are strictly restricted under anti-corruption laws and laws on cadres and civil servants — specific cases need checking against current regulations.

Can a person serving a suspended sentence establish a company?

A person serving a sentence (including a suspended sentence during the probation period) is subject to restrictions; check the specific regulations and legal status at the time of registration.

Can a civil servant’s spouse establish a company?

Yes, as an independent individual — restrictions apply only to the person who is a cadre or civil servant. However, conflict-of-interest regulations should be noted in some cases.

Notes on applying current legal provisions

The prohibited-subjects list spans multiple legal texts (Law on Enterprises, Law on Cadres and Civil Servants, Law on Public Employees, Criminal Code…); “sensitive” cases (retired civil servants, relatives of officials) should be carefully reviewed before filing to avoid dossier refusal or certificate revocation. Contact ANT Legal’s lawyers at 0966.475.966 for advice.

Common risks to note

• A prohibited person named as founder — dossier refused or certificate revoked;
• Asking another person to stand in as nominee — ownership and tax disputes;
• Foreign investors skipping mandatory investment procedures;
• Investing in market-access-restricted business lines without meeting the conditions.

How can ANT Legal help?

ANT Legal advises on subject eligibility for enterprise establishment and conditions for foreign investors; reviews dossiers and carries out enterprise establishment registration procedures. For quick advice, please contact our lawyers at 0966.475.966.

Related articles

• Company and enterprise establishment services nationwide in Vietnam
• 7 things to do immediately after establishing an enterprise/company in Vietnam
• Who is prohibited from establishing and managing enterprises? In Vietnam
• Procedures for registering a private enterprise in Vietnam
• Key legal notes when establishing an enterprise in Vietnam