Tips on Structuring for Success in Vietnam Overseas Investment

Vietnam is fast becoming one of Asia’s most attractive investment destinations. Strong economic growth and a prime location make it a natural hub for global trade and expansion. In the first seven months of 2025, foreign direct investment reached more than US $24.09 billion, a 27.3% rise compared with the same period in 2024(1). That level of growth reflects real confidence from investors.

But structuring for success in overseas investment takes more than private capital. It means understanding legal frameworks, spotting real opportunities, and managing compliance risks with discipline. In this article, we will provide a more detailed look at the factors that matter most for building sustainable investment strategies in and from Vietnam.

Considering the foundations for overseas investment 

As a business owner considering cross-border expansions, structure matters. With Vietnam emerging as a key player in global capital flows, businesses now have several ways to conduct their overseas investment. The three most common options are:

Limited Liability Company (LLC)

A Limited Liability Company is one of the most widely chosen structures for overseas investment from Vietnam. It can be formed by a single member or multiple members.

An LLC provides clear governance and liability protection, which shields personal assets from business risks. Its relatively straightforward setup and requirements make it particularly appealing for small to mid-sized enterprises or those looking for a controlled expansion strategy.

However, LLCs come with limitations. They cannot issue shares to the public, which restricts access to large-scale capital raising through stock exchanges. As a result, companies planning significant growth or large-scale funding rounds may need to consider transitioning to a Joint Stock Company.

Joint Stock Company (JSC)

For businesses with larger capital needs or long-term plans, a Joint Stock Company provides a more flexible structure. It requires a minimum of three shareholders and allows for share transfers and public issuance. JSCs are well-suited for enterprises aiming for major projects, potential listings, or diversification across sectors.

The entity comes with a heavier compliance burden and more complex management processes. Regular reporting, stricter auditing standards, and corporate governance requirements demand a higher level of operational discipline, but the trade-off is broader access to capital funds.

Representative Office (RO)

A Representative Office offers a low-risk, cost-effective way to establish an initial presence in a foreign market. While it cannot conduct direct commercial activities, sign contracts, or generate revenue, it plays a valuable role in market research, building networks, and creating visibility for the parent company.

This structure is ideal for enterprises that want to study market conditions before committing capital. It also provides a practical pathway for companies to explore new approaches, test demand, and assess potential partnerships. Once a market proves viable, businesses can convert their RO into an operational entity like an LLC or JSC.

Comparison table for the three structures

Structure	Key Features	Pros	Cons
LLC	Single or multi-member, simple governance	Limited liability, operational control, asset protection	No public share issuance
JSC	Minimum three shareholders, flexible ownership	Capital raising, share transfer, and growth potential	High compliance and complexity
RO	Non-profit, liaison, and research only	Low-risk entry, minimal cost, market access	No activities for generating revenues

Once the entity type is decided, the next step is to identify where the most promising future lies. The next section will highlight how the potential benefits can shape long-term trajectories for investing from Vietnam.

Opportunities for unlocking outward investment

Vietnam stands at a pivotal moment where outward investment is no longer just a policy ambition, but a gateway to long-term global growth. Strategic trade agreements, a skilled workforce, thriving industries, and progressive regulatory reforms combine to give Vietnamese enterprises unprecedented access to high-value markets.

Benefits Vietnam offers as a jurisdiction

Advantageous location and trade agreements

Vietnam occupies a critical position in Southeast Asia, serving as a gateway to regional trade routes. Notably, its membership in free trade agreements such as the EU-Vietnam Free Trade Agreement (EVFTA) and CPTPP translates to legal certainty and preferential market access for Vietnamese enterprises. These incentives reduce or eliminate tariffs, enable fair investment conditions, and thus enhance the transparency essential for cross-border ventures.

Domestic workforce fueling outward expansion

Boasting approximately 101.6 million inhabitants with a youthful workforce (median age at about 33), Vietnam’s domestic economy serves as a robust platform for enterprise growth. As local companies scale their operations and accumulate capital, their readiness for overseas operations improves, creating a growing class of global-ready firms.

Sectors primed for international investment

At the moment, there are several developing sectors standing out as launchpads for Vietnamese abroad-bound business:

• • Manufacturing and processing: In the 1st half of 2025, this sector attracted over US$12 billion, representing 55.6% of total registered FDI(2), underlining its capacity as a base for global operations.
  • High-tech & semiconductors: Foreign businesses are increasingly investing in Vietnam’s chip packaging and testing, with expectations for its share in the global Advanced Test & Packaging (ATP) market to rise to 8 to 9% by 2032(3).
  • Renewables: Vietnam has set ambitious green energy targets, aiming to generate 15 to 20% of its power from renewables by 2030, with plans to progress toward net zero by 2050(4). Such a large-scale commitment strengthens its credentials for global projects, particularly in other emerging markets pursuing similar green transitions.

• Logistics: The logistics sector in Vietnam is poised for substantial growth, with Vietnam’s freight and logistics market estimated at US$60.14 billion in 2025 and projected to reach US$99.39 billion by 2034(5).The government has committed to US$36 billion in infrastructure spending for 2025, nearly a 40% increase from the previous year, with over 80% dedicated to enhancing transport and power networks(6).

Streamlined policies for regulatory efficiency 

Policy reform is set to make outbound investment more efficient. Recently, Vietnam’s government has shown signs of reforming its outward investment regulations. The key proposal aims to eliminate the pre-approval licensing process, replacing it with a streamlined post-operation registration through the State Bank of Vietnam.

Market-specific investment opportunities

With these advantages in place, Vietnamese enterprises are well-positioned to enter markets where demand is accelerating and competitive gaps remain wide.

ASEAN neighbors

Proximity and cultural alignment give Vietnamese companies a natural edge in ASEAN’s emerging economies. Meanwhile, Cambodia, Laos, and Myanmar are undergoing rapid urbanization and infrastructure growth, creating demand for manufacturing facilities, logistics services, and consumer goods. Hence, early investors can secure dominant market positions and influence how supply chains in these markets evolve.

European expansion via EVFTA

Europe represents a high-value, rules-driven market, and the EVFTA creates an exceptional platform for entry. In addition to tariff reductions, it enforces clear legal safeguards, supports intellectual property protection, and rewards quality compliance. Vietnamese businesses investing in food processing, sustainable furniture, and premium textiles can position themselves as trusted suppliers, command premium pricing, and gain reputational advantages that open doors to global financing and partnerships.

United States and technology partnerships

The U.S. is investing heavily in semiconductor and high-tech industries through the CHIPS Act, creating a unique window for Vietnamese enterprises. Further, collaborations, including joint ventures, co-development projects, and niche acquisitions, allow access to advanced innovation. These partnerships not only open doors to the U.S. market but also bring back expertise to optimize Vietnam’s domestic capabilities.

Barriers investors may face in Vietnam’s global push

As Vietnamese enterprises take bold steps abroad, preparing for success means understanding the hurdles they may encounter. Below is a balanced overview of the main compliance challenges, with each presenting both risk and opportunity for well-prepared investors

Evolving legal and regulatory framework

Vietnam’s legal environment continues to evolve in step with its global ambitions. A key example is the Amended Law on Enterprises 2025, which mandates disclosure of beneficial ownership, requiring firms to report names, nationalities, control rights, and ownership shares (25% threshold) upon registration and within 10 days of any change. Records must be retained for five years and are accessible to the relevant authorities.

While the law aligns with international standards like the FATF, its ambiguity in control definitions and the layered ownership implications may challenge complex investment structures. At the same time, businesses must integrate compliance into their governance models to meet the new standards.

Administrative and procedural complexities

Despite significant progress in reducing red tape, some procedures remain time-intensive. Yet, in the near term, the transition may introduce delays in permit approvals and project authorizations. However, these are transitional issues as Vietnam continues its digitalization drive, optimizes workflows, and reduces manual oversight.

Regarding this challenge, firms that leverage local advisory support and adopt proactive planning can navigate these processes more efficiently.

Tax and financial compliance

Foreign investors must skillfully navigate Vietnam’s tax environment. Profit repatriation is permitted, but strictly regulated, requiring precise documentation and fiscal transparency. Moreover, transfer pricing enforcement is increasingly rigorous. In recent audits, tax authorities demanded real-time access to emails, staff communications, and external stakeholder interviews.

Additionally, the introduction of the 15% Global Minimum Tax(7), replacing prior preferential rates, has unsettled large multinationals.

Human resources and labor development

Vietnam boasts a youthful and dynamic workforce, but international investors may find critical skills gaps, particularly in technology, engineering, and renewable energy sectors. Reports note that Vietnam continues to attract high-tech FDI but struggles with shortages of technical talent and reliable power infrastructure. For overseas ventures, this means that success will depend on investing early in workforce training, forging partnerships with universities, and transferring knowledge through multinational collaborations.

Next-steps recommendations for sustainable investment

Vietnam’s solid foundation, promising market opportunities, and a responsive regulatory environment are all important ingredients for growth. But evolving legal frameworks, complex tax obligations, and talent gaps demand proactive, solution-driven strategies.

To move forward confidently, Vietnamese companies should focus on three key steps:

• Strengthen internal governance by operating with clear reporting systems and risk controls that meet both Vietnamese regulations and international standards.
• Conduct thorough market research to analyse legal frameworks, cultural dynamics, and sector-specific demand in each target market before committing capital.
• Engage expert advisors to navigate complex legal, tax, and financial requirements effectively. Professional service providers such as BBCIncorp Vietnam offer end-to-end support, including incorporation, banking solutions, compliance, and e-commerce expansion, allowing investors to focus on growth rather than administration.

Here are several examples that bring these strategies to life:

Viettel’s ASEAN telecom success

Viettel’s subsidiary Metfone in Cambodia quickly rose to nationwide prominence, capturing up to 50% of the market share by covering underserved areas and building a dense fiber network(8). In addition, another joint-venture of Viettel and Lao, Unitel in Laos also became the largest telecommunications company in Laos in terms of subscribers, revenue and network infrastructure in 2024(9).

Vinamilk’s regional and U.S. investment expansion

Vinamilk has strategically expanded abroad through multiple foreign ventures. In Cambodia, its joint venture Angkormilk, launched in a Phnom Penh SEZ for US$23 million, now accounts for robust production and revenue growth. Vinamilk later acquired full ownership and increased its investment to US$42 million(10).

In California, Vinamilk owns Driftwood Dairy, which became a subsidiary in December 2013. By May 2016, Vinamilk had raised its ownership to 100%. As of Q1 2023, revenue from foreign branches, including Driftwood and Angkormilk, reached 1,203 billion Vietnam Dong, reflecting a year-on-year increase of 11.3%(11).

To put it simply, investors who act decisively and work with seasoned advisors will be well-positioned to take advantage of Vietnam’s global push and build a competitive edge.

Conclusion 

Vietnam’s overseas investment landscape is evolving rapidly, driven by strong economic fundamentals, deeper regional ties, and strategic trade agreements such as the EVFTA. This momentum opens vast opportunities for Vietnamese enterprises to enter dynamic markets across ASEAN, Europe, and the U.S., where demand for manufacturing, technology, and consumer goods continues to rise.

Yet seizing these opportunities requires more than ambition. It calls for precise corporate structuring, disciplined compliance, and a deep understanding of market-specific regulations to reduce risk and protect long-term growth.

BBCIncorp Vietnam provides end-to-end support, covering incorporation, cross-border banking, compliance management, and strategic advisory services for international expansion.

Don’t hesitate to reach out to us at service@bbcincorp.com with any questions and discover how we can support your next step toward global success.

References:

(1)https://en.nhandan.vn/foreign-direct-investment-in-viet-nam-continues-robust-growth-post151433.html

(2)  https://en.vneconomy.vn/fdi-investments-reaches-21-51-billion-in-first-half-of-2025.htm

(3) https://en.vneconomy.vn/foreign-investors-expand-capacity-in-vietnam-for-testing-and-packaging-chips.htm

(4) https://en.baochinhphu.vn/govt-approves-plan-to-realize-national-energy-master-plan-for-2021-2030-111240426113129831.htm

(5) https://www.businessresearchinsights.com/market-reports/vietnam-freight-and-logistics-market-125075

(6) https://theinvestor.vn/vietnams-increased-infrastructure-investment-target-and-its-implications-d14697.html

(7) https://en.baochinhphu.vn/viet-nam-to-apply-global-minimum-tax-in-2024-111231129153531173.htm

(8) https://english.mst.gov.vn/viettels-subsidiary-in-cambodia-named-as-best-internet-service-provider-197157432.htm

(9) https://en.qdnd.vn/economy/military-businesses/unitel-largest-telecommunications-business-in-laos-572274

(10) https://baochinhphu.vn/vinamilk-nang-von-dau-tu-tai-campuchia-len-42-trieu-usd-102221111115704756.htm

(11) https://van.nongnghiepmoitruong.vn/vinamilk-promotes-investment-and-exploits-foreign-markets-d353654.html

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