A partnership company (công ty hợp danh) is the structure Vietnamese law reserves for professions where the partners stand behind the firm personally. Under Article 177 of the Enterprise Law 2020 it needs at least two general partners, each an individual, each liable with their whole personal assets for the company’s obligations. It may also admit capital-contributing members, who are liable only up to the capital they commit.
Before registering: what the structure commits you to
| Point | Rule |
|---|---|
| Partners | At least two general partners, individuals only (Article 177) |
| Liability | General partners: unlimited, with all personal assets. Capital-contributing members: limited to the committed capital (Article 177) |
| Capital | Committed capital must be paid in full and on time; a general partner who does not pay compensates the company for loss; unpaid capital of a contributing member becomes a debt to the company (Article 178) |
| Restrictions on a general partner | May not own a private enterprise, may not be a general partner of another partnership without the unanimous consent of the other general partners, and may not run a competing business for personal benefit (Article 180) |
| Authority | Each general partner may act in the company’s name in its registered business lines (Article 181) |
Registration
The dossier is filed with the provincial business registration authority where the company will have its head office, under Decree 168/2025/ND-CP, which replaced Decree 01/2021/ND-CP from 1 July 2025. It contains the application, the company charter, the list of members, certified copies of each individual’s identity documents, and, for a foreign member, the corresponding lawful documents. The head office address must satisfy Article 42 of the Enterprise Law: on Vietnamese territory, identified by administrative boundaries, with a telephone number and email.
After registration: the changes that must be filed
Admitting a new general partner or terminating a partner’s status is not an internal matter only. Article 42 of Decree 168/2025/ND-CP requires the company to file a change of registered particulars with the provincial business registration authority, enclosing the application and the list of general partners prepared under Article 25 of the Enterprise Law. The list does not include capital-contributing members.
Where the structure fits, and where it does not
- Fits: law firms, audit and valuation practices, and other professional services where the law or the client expects personal responsibility.
- Does not fit: businesses that plan to raise outside capital or to transfer ownership easily — a limited liability company or a joint stock company is the usual answer.
UniLaw registers partnership companies, drafts the charter that governs the relationship between general partners, and files later changes of partners. The comparison with other structures is part of the first conversation, not an afterthought: see our corporate lawyers in Vietnam, or write to legal@unilaw.vn.
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