Before the structure chart, two decided cases. A limited liability company in Vietnam lives or dies on what the members actually paid in and actually registered, not on what the certificate says.
A decided case on what a limited liability company in Vietnam is really worth
Judgment No. 26/2024/KDTM-PT of 30 May 2024 — Superior People’s Court in Ho Chi Minh City, dispute between company members over capital contribution.
A limited liability company in Vietnam, based in Binh Thuan, showed charter capital of VND 98,000,000,000 on its sixth amended enterprise registration certificate of 25 May 2020. After conversion to a joint stock company the eighth amendment of 30 September 2021 showed VND 147,000,000,000. The ninth, twelve days later, showed VND 450,000,000,000. A tenth followed on 3 November 2021.
Members then went to court. What the Court of Appeal had to decide first was simply what the charter capital actually was, applying Article 52, Articles 111 and 112 and Article 113(5) of the Enterprise Law. Consequently the appeals were dismissed and the first-instance judgment stood.
That lesson is uncomfortable and useful. Registered charter capital is a declaration, not a fact. What protects a member is the evidence trail underneath it: the payment into the company account, the capital contribution certificate, and the member register. Amending the certificate four times in eighteen months does not create capital. Instead, it creates a dispute.
A second case: buying into a limited liability company in Vietnam and owning nothing
Judgment No. 07/2023/KDTM-PT of 13 June 2023 — Superior People’s Court in Da Nang, dispute between a company and a person who was not yet a member.
Company N, a limited liability company in Vietnam, was formed in 2017 with four members. On 20 October 2020 one member gave notice that he would transfer his stake. Then, on 18 December 2020, the Members’ Council met and every member agreed to the change.
What the buyer paid
On 5 January 2021 the two men signed the transfer. A capital portion of VND 1,800,000,000 changed hands for VND 3,500,000,000. The buyer handed over the money and the seller signed a receipt for the full amount.
Why the registry refused the file
The company filed the change on 17 January 2022. Two days later the registry refused it, for two reasons. First, the transfer contract cited the Enterprise Law 2014 rather than the Enterprise Law 2020. Second, the buyer’s identity papers had not been notarised.
Neither side ever cured those defects. The buyer and the seller then drew up a replacement file privately, and the registry refused that one too, because a co-member had not signed it.
What the court held
Because the registry never accepted the change, the company never issued a capital contribution certificate and never entered the buyer in the member register. Therefore the buyer was not a member. His claim for 2021 profits of VND 100,000,000 failed, and so did his claim for moral damages of VND 14,900,000. The Court of Appeal dismissed his appeal in full.
Read that plainly. He had paid VND 3.5 billion, held a signed contract and a receipt, and owned nothing. Money moves ownership only once the register moves with it.
The two forms a limited liability company in Vietnam can take
Article 46 of the Enterprise Law defines the multi-member form. It holds between 2 and 50 members. Each is liable for company debts only up to the capital actually contributed. Above that number the company must become a joint stock company instead.
A single-member company sits under its own chapter and suits a wholly foreign-owned subsidiary. Governance is simpler, because one owner decides. However, the capital rules bite just as hard.
Either form gains legal personality on the day the enterprise registration certificate issues, not on the day the parties sign. Neither form may issue shares, although both may issue bonds under Articles 128 and 129.
So the choice of form for a limited liability company in Vietnam usually turns on how many owners there are today and how many there may be tomorrow. Where new investors are expected within a few years, a joint stock company avoids a later conversion.
Charter capital in a limited liability company in Vietnam, and the 90-day rule
Article 47(1) is blunt about what the charter capital of a limited liability company in Vietnam means at registration: the total that members commit to contribute, as the charter records it. Nobody has paid anything yet.
Article 47(2) then sets the deadline. Members must contribute the full amount within 90 days of the enterprise registration certificate, in the asset type promised. Shipping, import and ownership transfer do not count against that clock. Furthermore, a member may only substitute a different asset with the approval of more than half of the remaining members.
What happens when the deadline passes
Article 47(3) is automatic and unforgiving. A member who contributed nothing ceases to be a member by operation of law. A member who contributed part keeps rights matching what was paid. Meanwhile the unpaid portion goes on sale by resolution of the Members’ Council.
Article 47(4) then gives the company 30 days to register the reduced capital and the corrected percentages. Until that registration happens, defaulting members still answer for company obligations. Their share of the liability follows what they promised, not what they paid.
When you actually become a member of a limited liability company in Vietnam
Article 47(5) answers the question the 2023 case turned on. A contributor becomes a member only when two things are true together. The contribution has been paid. And the member’s details sit in the member register under Article 48(2).
Only then must the company issue a capital contribution certificate. That certificate names the company, the charter capital, the member, the size and percentage of the contribution, and the date of issue.
Article 48 requires the member register from the day the company registers, and the company may keep it on paper or electronically. The company must update it promptly when membership changes, and must keep it at the head office.
Consequently the register, not the contract, is the document to ask for. Before buying into a limited liability company in Vietnam, ask to see it, ask for the contribution certificates, and match both against the bank records.
What a foreign investor must do first
A foreign investor cannot simply register a limited liability company in Vietnam and start trading. Article 26(1) of the Investment Law 2025 requires an investment registration certificate for any project of a foreign investor, and for companies more than 50% foreign-owned under Article 20(1).
Since 1 March 2026 the issuing authority has changed. Under Article 27, the Department of Finance now handles projects outside industrial and economic zones. Zone management boards handle projects inside them. Older guides still name the Department of Planning and Investment. So does the 2023 judgment above, because that was the authority at the time.
Buying into a company that already exists works differently. Article 26(2)(c) exempts capital contribution and share purchase from the investment registration certificate altogether. Nevertheless, Article 21(3) still requires a registration step with the investment authority where the purchase crosses 50% or touches a restricted sector.
Transferring a capital portion
Articles 51 to 53 govern transfers out of a limited liability company in Vietnam, and Article 46(1) makes clear that no other route is available. A member who wants out must first offer the portion to the other members on the same terms, and may sell outside only if they decline.
After the private paperwork comes the public step, which is where the 2023 case failed. The company must file the change of member, and the business registration office must accept it. Then the company opens the register entry and issues the certificate.
Three practical habits prevent that failure. Cite the current law in the contract, because a registry will refuse a file that cites a repealed one. Notarise identity documents before filing rather than after a refusal. And make the seller’s payment conditional on the register entry, not on signature.
Above all, agree in writing who is responsible for filing and who bears the cost of curing defects. Otherwise, as in that case, each side waits for the other while the file sits refused.
Every limited liability company in Vietnam now has a beneficial owner to declare
Law No. 76/2025/QH15 amended the Enterprise Law from 1 July 2025, and the change catches almost every company.
A new Article 4(35) defines the beneficial owner as the individual who really owns the charter capital, or who controls the company. Representatives of State capital fall outside the definition.
Three duties follow. Article 8(5a) obliges the company to collect, update and keep that information, and to supply it on request. Then Article 11(1)(h) and Article 23(10) put the list of beneficial owners into the registration file. Furthermore, Article 25(5) fixes the contents of that list. It covers name, date of birth, nationality, contact address, ownership or control percentage, and legal papers.
Article 31(1)(c) then adds a notification duty. The company must tell the business registration authority whenever that information changes. Listed companies and companies registered for securities trading are exempt.
Older companies get a soft landing. Under Article 3(1) of the amending law, a company registered before 1 July 2025 supplies the information at its next change filing. It may also do so earlier if it wishes.
So identify the beneficial owner while the shareholding is still being designed. A nominee arrangement that nobody documented becomes awkward to explain at the registry.
Legal basis
- Enterprise Law, Law No. 59/2020/QH14, as amended by Law No. 76/2025/QH15 of 17 June 2025 — Article 46 on the multi-member form, Article 47 on contributing capital, the 90-day deadline and the consequences of missing it, Article 48 on the member register, Articles 51 to 53 on transferring a capital portion, and Articles 4(35), 8, 11, 23, 25 and 31 on the beneficial owner.
- Investment Law, Law No. 143/2025/QH15, in force 1 March 2026 — Article 20 on foreign-owned companies, Article 21 on capital contribution and share purchase, and Articles 26 and 27 on the investment registration certificate and the authority that issues it.
- Decree No. 168/2025/ND-CP on enterprise registration.
Decided cases are published on case.unilaw.vn. Formation and governance work sits with our Vietnam corporate lawyers, licensing with our Vietnam investment lawyers, and partner structures in our note on the joint venture company in Vietnam.
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