WHO HAS THE RIGHT TO ESTABLISH AN ENTERPRISE?

1. Persons entitled to establish an enterprise

All organizations and individuals have the right to establish and manage enterprises in Vietnam in accordance with the Law on Enterprises No. 59/2020/QH14 (2020). However, exceptions apply to cases prohibited from establishing enterprises as stipulated in Clause 2, Article 17 of the Law on Enterprises 2020.

1.1. Individual founders

Pursuant to Article 17 of the Law on Enterprises 2020 (as amended and supplemented in 2025), any individual—regardless of nationality or place of residence, whether Vietnamese or foreign—has the right to establish and contribute capital to an enterprise. Such individuals must be at least 18 years old and possess full legal capacity to assume responsibility for the enterprise they establish or in which they invest.

For foreign individuals establishing a company in Vietnam for the first time, they must comply with investment registration procedures in accordance with investment laws. In such cases, the enterprise will be granted an Investment Registration Certificate under the Law on Investment.

Each individual is entitled to establish only one private enterprise, one household business, or act as a general partner in one partnership (unless otherwise agreed by other general partners). Nevertheless, the owner of a private enterprise, household business, or partnership may still establish or contribute capital to multiple limited liability companies or joint stock companies.

1.2. Organizational founders

According to Article 17 of the Law on Enterprises 2020 (as amended and supplemented in 2025), all organizations are entitled to establish and manage enterprises. These include both domestic enterprises (such as joint stock companies and limited liability companies) and foreign-invested enterprises in Vietnam, regardless of the location of their headquarters.

Organizations establishing enterprises must have legal person status. They may only invest in establishing an enterprise if they possess independent assets and are capable of bearing liability independently with such assets. Independent assets not only ensure financial responsibility but also provide a solid foundation for sustainable and effective business operations in compliance with the law. This requirement is consistent with the legal principle that “having independent assets” is a mandatory condition for legal person status.

2. Rights of enterprises

Pursuant to Article 7 of the Law on Enterprises 2020, enterprises are entitled to the following rights:

1. To freely conduct business in sectors and trades not prohibited by law.
2. To exercise autonomy in business operations and select organizational forms; to proactively choose business lines, locations, and methods; and to adjust business scale and sectors.
3. To decide on forms and methods of capital mobilization, allocation, and utilization.
4. To freely seek markets and customers and enter into contracts.
5. To engage in export and import activities.
6. To recruit, hire, and utilize labor in accordance with labor laws.
7. To proactively apply science and technology to enhance business efficiency and competitiveness; and to enjoy protection of intellectual property rights under the law.
8. To possess, use, and dispose of enterprise assets.
9. To refuse requests from agencies, organizations, or individuals for the provision of resources not in accordance with the law.
10. To lodge complaints and participate in legal proceedings in accordance with the law.
11. To exercise other rights as prescribed by law.

3. Obligations of enterprises

Pursuant to Article 8 of the Law on Enterprises 2020 (as amended and supplemented in 2025), enterprises have the following obligations:

1. To satisfy all conditions for business investment when operating in conditional business lines or sectors with market access restrictions applicable to foreign investors, and to maintain such conditions throughout the course of operations.
2. To fully and timely fulfill obligations relating to enterprise registration, registration of changes, disclosure of information on establishment and operation, reporting duties, and other obligations as prescribed by law.
3. To be responsible for the truthfulness and accuracy of information declared in enterprise registration dossiers and reports; and to promptly amend or supplement any inaccurate or incomplete information.
4. To organize accounting work, pay taxes, and fulfill other financial obligations in accordance with the law.
5. To collect, update, and retain information on the beneficial owners of the enterprise; and to provide such information to competent state authorities upon request. To ensure the lawful rights and interests of employees; to prohibit discrimination, infringement of dignity or honor; to prevent labor abuse, forced labor, or unlawful use of underage workers; to facilitate training and professional development; and to implement social insurance, unemployment insurance, health insurance, and other regimes as required by law.
6. To fulfill other obligations as prescribed by law.

📞 CONTACT LEGAL CONSULTANT:

TLA Law is a leading law firm with a team of highly experienced lawyers specializing in criminal, civil, corporate, marriage and family law, and more. We are committed to providing comprehensive legal support and answering all your legal questions. If you have any further questions, please do not hesitate to contact us.

1. Lawyer Vu Thi Phuong Thanh, Ha Noi Bar Association

Email: vtpthanh@tlalaw.vn

2. Lawyer Tran My Le, Ha Noi Bar Association

Email: tmle@tlalaw.vn

Vo Thi Van Khanh