Buy a Shelf Company in Vietnam: The Foreign Investor Acquisition Route

What a Shelf Company in Vietnam Is

A shelf company in Vietnam is a limited liability company that already holds its Enterprise Registration Certificate (ERC) and enterprise code but has not started trading. When you buy it, nothing new is incorporated: the owner transfers the charter capital (phần vốn góp) to you, the business registration office records the new owner, and the company keeps its name, code and date of registration. Shelf companies are a routine product in Hong Kong or the UK and much rarer in Vietnam, so anyone looking to buy an off-the-shelf company in Vietnam should judge a candidate by what its registration contains and by the procedure a foreign buyer has to follow.

That procedure is the real reason foreign investors consider an existing company here. Vietnamese law treats buying capital in a company differently from setting up a new one, and since the Law on Investment No. 143/2025/QH15 took effect on 1 March 2026 the rules sit in its Article 21 and in Articles 75 and 76 of Decree 96/2026/ND-CP.

The Acquisition Route: No Investment Certificate, One Registration

A foreigner founding a company needs an Investment Registration Certificate (IRC) for the project, either before the ERC or within twelve months after it. Buying into a company that already exists is a different form of investment. Article 26(2)(c) of the Law on Investment lists investment by capital contribution, share purchase or purchase of capital contributions among the cases for which no IRC is issued.

The purchase still has to be cleared in advance in three situations set out in Article 21(3):

• it raises foreign ownership in a company whose business line is open to foreign investors only on conditions;
• it takes foreign investors above 50% of the charter capital, or increases a foreign majority that already exists;
• the company holds land use rights on an island, in a border or coastal commune or ward, in a special zone or in another area that affects defence and security.

A foreign buyer taking 100% of a Vietnamese-owned shelf company always falls under the second case. The company then files one dossier with the investment registration authority of its head office: the provincial Department of Finance, or the zone management board for companies with projects in industrial parks, export processing zones, high-tech zones or economic zones. Outside these cases, the change of members goes straight to the business registration office.

Point	New company with foreign capital	Buying an existing company
Investment certificate	Required for the project	Not issued for the purchase
Project proposal and financial capacity proof	Required in the IRC dossier	Not part of the purchase registration
Market access conditions	Checked against Appendix I of Decree 96/2026/ND-CP	Checked in the same way for the company’s business lines
Authority’s period in the decree	10 working days for an IRC without policy approval	10 working days to review the purchase registration
Registration with the business register	New ERC	Change of owner or members, recorded within 3 working days of a valid dossier

What the Acquisition Route Does Not Change

The route is shorter on paper, not lighter in substance. The investment registration authority checks the same market access conditions it would check for a new company (Article 21(2) of the law, Article 75(4) of the decree), so a company registered in a line closed to foreign capital cannot be bought into, and a line with a foreign ownership cap stays capped. Where the company holds defence-sensitive land, the authority also consults the provincial military command and police within its ten working days, unless the company’s project lies in an industrial park, export processing zone, high-tech park or economic zone.

After completion the company is a foreign-invested economic organisation. Once foreign investors hold more than half of it, Article 20(1) makes it follow the conditions and procedures for foreign investors when it contributes capital elsewhere or carries out a new project, and Article 26 requires an IRC for that project. A buyer who intends to build a factory or open a project at a new site will therefore meet the IRC later anyway. Receiving capital by gift, exchange or inheritance does not avoid any of this: Article 75(5) applies the same conditions and procedure.

Leaving a Vietnamese owner on the register while a foreigner funds and runs the company is not an alternative. Decree 296/2026/ND-CP, in force since 23 July 2026, forbids owners and members to hold capital in their own name for someone else, and a sham transaction hiding the real one is void under Article 124 of the Civil Code.

How the Transfer of a Vietnamese LLC Works

Stage	Rule or document	Basis
Agreement in principle	Signed between the foreign buyer and the company or its owner; it goes into the registration dossier	Decree 96/2026/ND-CP, Article 76(3)
Purchase registration	Registration document with the company’s details, business lines, foreign share before and after and expected transaction value, plus legal status papers of buyer and company and any land documents	Article 76(3)
Authority’s notice	Sent to the buyer and the company within 10 working days of a valid dossier	Article 76(4) and (5)
Members’ right of first offer	In a multi-member LLC, capital is first offered to the other members pro rata; after 30 days it may go to an outsider on the same terms	Law on Enterprises, Article 52
Change of owner dossier	Application signed by the old and new owner, the transfer contract or proof of completion, the buyer’s corporate papers and a copy of the investment authority’s approval	Decree 168/2025/ND-CP, Articles 45 and 46
New ERC	Issued within 3 working days of a valid dossier	Article 46(7)
Buyer’s rights	Arise when the change of owner or members is registered	Decree 96/2026/ND-CP, Article 76(6)

Corporate papers of a foreign buyer must be consularly legalised under Decree 168/2025/ND-CP, and since 11 September 2026 an apostille replaces legalisation for public documents from other parties to the Hague Convention, though not from Germany, Austria or the Czech Republic. If an owner sells only part of a single-member company, the company is reorganised as the matching type and registers the change within 10 days (Article 78); if a sale leaves a multi-member company with one member, it becomes a single-member LLC and registers within 15 days (Article 52).

Legal Representative, Seal and Beneficial Owners after Completion

The seller’s legal representative usually steps down at completion. The company must never be without at least one legal representative residing in Vietnam, so the replacement has to be someone who lives there, and the change is registered within 10 days like any other change to the ERC (Law on Enterprises, Articles 12 and 30). The seal is the company’s own: Article 43 lets the company decide the type, number and content of its seals, so a new owner can replace them under its charter.

The purchase is also the moment beneficial ownership is put on record. Companies registered before 1 July 2025 add their beneficial owner information at their next registration change, and a change of owner is exactly that. Decree 296/2026/ND-CP identifies the beneficial owner as any individual holding, directly or indirectly, at least 25% of the capital or votes, then by control, and failing both as the top manager.

Tax Points When Buying a Vietnamese Company

The sale is taxed on the seller’s side. According to Deloitte’s 2026 country summary, a Vietnamese corporate seller pays corporate income tax at 20% on the gain, a foreign corporate seller pays 2% of the transfer value, and an individual seller pays 20% on the gain from selling capital in a limited liability company, or 2% of the price from 1 July 2026 where the cost cannot be established. The same summary lists no transfer tax and no capital duty on the purchase.

The company’s own record passes whole. Its enterprise code, VAT registration, quarterly provisional corporate income tax payments and annual returns stay with it, together with any gaps. From the purchase onwards it is a foreign-invested enterprise, and Article 37 of the Law on Independent Audit makes an audit of its annual financial statements compulsory, which a Vietnamese-owned small company may never have needed.

Age can cost something. Resolution 198/2025/QH15 exempts small and medium-sized enterprises from corporate income tax for three years counted from the date of their first ERC, and Decree 20/2026/ND-CP runs those years continuously. A company that has been on the shelf for some time has already used part or all of that window, while a company registered new starts it afresh, subject to the decree’s conditions.

Bank Accounts with a Ready-Made Vietnamese Company

An account opened by the company belongs to the company and remains with it after the transfer, but the bank reviews the new owner and legal representative and may keep the account, ask for more information or close it. Under State Bank of Vietnam Circular 25/2025/TT-NHNN, a bank opening an account at the counter meets the company’s legal representative in person and checks biometric data. Foreign capital contributions run through an investment capital account at an authorised bank, governed since 18 August 2026 by Circular 38/2026/TT-NHNN. How such a review works in general is described in our page on shelf companies with bank accounts, and Vietnamese account opening on bank accounts for Vietnam companies.

How to Check a Vietnamese Company before You Buy

Start on the National Business Registration Portal, which offers an enterprise search and a registration status search, and compare what it shows with the ERC the seller provides. Then read the charter, the register of members and the business lines, and test every line against Appendix I of Decree 96/2026/ND-CP: one restricted line is enough to change the outcome of the purchase registration.

Ask for proof that the charter capital was paid within 90 days of the ERC, or that a reduction was registered within the following 30 days, because unpaid capital leaves the owner exposed. Ask for the tax returns and VAT filings since registration, the beneficial owner information already filed, and whether the company holds any land use rights, which could bring in the defence review.

When a Ready-Made Company Brings Nothing over a New One

An existing company gives little where your plan is itself an investment project needing an IRC, such as a plant or a project site, because the certificate will be needed after the purchase. It gives little where its business lines do not match yours, or where the three-year exemption for new small companies matters more than an earlier registration date. In those cases company formation in Vietnam lets you choose the name, lines and capital from the start. Our guide to aged shelf companies discusses what a company’s age does and does not prove.

For a Vietnam purchase we can supply a ready-made company or form a new one, prepare the purchase registration, the transfer documents and the filings with both registers, and help assemble the bank application. Where we have a working contact at a suitable bank, we can introduce you; the decision stays with the bank. The country as a whole is covered in our Vietnam business guide.

Frequently Asked Questions about Shelf Companies in Vietnam

Can a foreigner buy a shelf company in Vietnam?

Yes, where the company’s business lines are open to foreign investors. Article 21 of the Law on Investment allows foreign investors to buy capital in Vietnamese companies, subject to the same market access conditions as a new investment. A purchase taking foreign ownership above 50% is registered with the investment authority first, and the change of owner is then recorded by the business registration office.

Does buying an existing company in Vietnam need an investment registration certificate?

Not for the purchase. Article 26 of the Law on Investment issues no IRC for investment by capital contribution or purchase of capital. The buyer registers the purchase where Article 21(3) requires it, and the authority answers within 10 working days. Once the company is more than half foreign-owned, any new investment project it starts needs its own IRC.

How long does the foreign investor registration take in Vietnam?

Decree 96/2026/ND-CP gives the investment registration authority 10 working days from a valid dossier to notify the buyer and the company, including any consultation of the military and police for defence-sensitive land. The business registration office then has 3 working days to issue the new ERC. Gathering and legalising documents comes before either period starts.

Who pays tax when a Vietnamese company is sold?

The seller. A Vietnamese corporate seller pays 20% corporate income tax on the gain, a foreign corporate seller 2% of the transfer value, and an individual 20% on the gain, or 2% of the price where the cost cannot be shown, according to Deloitte’s 2026 summary.

Does a shelf company keep the three-year tax exemption for small businesses?

Only for whatever is left of it. Resolution 198/2025/QH15 counts the three-year corporate income tax exemption for small and medium-sized enterprises from the date of the first ERC, and the years run continuously. A company bought after a period on the shelf has used part of that time, and possibly all of it, before the new owner takes over.

Do I need a new legal representative after buying a Vietnamese company?

Usually, because the seller’s representative leaves. The company must always have at least one legal representative who resides in Vietnam, and appointing a new one is a change to the ERC registered within 10 days.