LLC vs JSC vs Representative Office in Vietnam (2026) — Which Entity to Set Up?
The first structural decision when entering Vietnam is which vehicle to register. The three common options for foreign investors are a Limited Liability Company (LLC), a Joint Stock Company (JSC), and a Representative Office (RO) — they differ sharply on whether you can earn revenue, raise capital, and how much governance you take on. This is general reference, not legal advice; confirm your exact sector's conditions before filing.
At a glance
| Dimension | LLC | JSC | Rep Office |
|---|---|---|---|
| Legal status | Separate legal entity | Separate legal entity | Dependent unit of the parent (not separate) |
| Foreign ownership | Up to 100% (most sectors) | Up to 100% (most sectors) | 100% (extension of parent) |
| Owners / members | 1–50 members | ≥ 3 shareholders, no max | None — belongs to the foreign parent |
| Can earn revenue in VN | Yes | Yes | No — non-commercial activities only |
| Raise capital / issue shares | No shares; capital via members | Yes — shares; can list / IPO | No |
| Governance | Simple (members’ council / director) | Complex (GMS, board, often supervisors) | Minimal (chief representative) |
| Licences to set up | IRC + ERC | IRC + ERC | RO licence only (faster) |
| Typical setup time | ~1–3 months | ~1–3 months | ~3–6 weeks |
| Best for | Most foreign operators & SMEs | Larger ventures, fundraising, IPO plans | Market testing, liaison, sourcing |
LLC — the default for operators
A Limited Liability Company is the most common foreign-invested vehicle. It can be single-member (one owner) or multi-member (up to 50), allows up to 100% foreign ownership in most sectors, and keeps governance light — a members' council or a single director, no shares to administer. It can trade, invoice, hire, and import. Setting one up as a foreign investor means securing an Investment Registration Certificate (IRC) and then an Enterprise Registration Certificate (ERC).
JSC — built for capital and scale
A Joint Stock Company needs at least three shareholders but no upper limit, and — crucially — it can issue and transfer shares, raise capital from many investors, and list on the stock exchange. That flexibility comes with heavier governance: a General Meeting of Shareholders, a Board of Management, and often a Supervisory Board. Choose it when fundraising, multiple co-investors, or an eventual IPO are part of the plan.
Representative Office — a foothold, not a business
A Representative Office is the lightest and fastest option, but it cannot earn revenue. It exists to research the market, build relationships, promote the parent company, and oversee suppliers or quality — useful for sourcing or for testing demand before committing capital. RO licences typically run up to five years and are renewable. When you're ready to actually sell, you convert the plan into an LLC or JSC.
Which should you choose?
Frequently asked questions
Which entity should a foreign investor set up in Vietnam?
For most foreign companies that want to actually trade — sell, invoice, hire, import — a Limited Liability Company (LLC) is the default. It allows up to 100% foreign ownership in most sectors, has simple governance, and needs no minimum number of shareholders. Choose a Joint Stock Company (JSC) instead when you plan to raise equity from multiple investors or eventually list. Use a Representative Office only when you are not yet earning revenue and just want a legal on-the-ground presence.
Can a Representative Office sell or generate revenue in Vietnam?
No. A Representative Office (RO) is not a separate legal entity and is explicitly barred from profit-generating or direct commercial activity. It can conduct market research, act as a liaison, promote the parent company, and oversee contracts or quality — but it cannot sign revenue contracts, invoice customers, or trade. To sell, you must set up an LLC or JSC.
What is the difference between an LLC and a JSC in Vietnam?
An LLC has 1–50 members and cannot issue shares — capital comes directly from its members, and governance is light. A JSC needs at least 3 shareholders (no maximum), can issue and transfer shares freely, can raise capital from the public, and can list on the stock exchange — but carries heavier governance (a General Meeting of Shareholders, a Board of Management, and often a Supervisory Board). LLCs suit most SMEs; JSCs suit ventures built for fundraising or an eventual IPO.
Is there a minimum capital requirement?
For most business lines there is no fixed statutory minimum charter capital, but the registered capital must be credible and adequate for your plan — authorities assess it against your investment project. Certain conditional sectors (for example banking, insurance, real estate, education, or fintech) do impose specific minimums and licensing conditions. Always confirm the requirement for your exact business line before committing a figure.