A legal form is the box the state puts your business in. It is not a brand. It decides how many owners you can have, whether your house is on the line if the business fails, and what kind of invoice customers can get from you.
If that last part is new: other companies in Vietnam that claim input VAT usually need a VAT invoice (Hóa đơn GTGT). Household businesses typically issue sales invoices (Hóa đơn bán hàng) instead. Invoi issues VAT e-invoices for companies, not sales invoices for hộ yet.
This is orientation, not legal advice. Owner counts below are the common rules under the Law on Enterprises. Conditional sectors, foreign owners, and licensed lines have extra rules. Ask the person who will file if you are in one of those.
#The letters you will see
TNHH is short for trách nhiệm hữu hạn — limited liability. In plain language: if the company owes money, creditors go after the company, not your personal house and savings, in the usual case. You can still lose what you put into the company.
Công ty means company — an enterprise on the national business register, with a tax code (MST).
Thành viên (members) are the owners of a TNHH. Cổ đông (shareholders) are the owners of a cổ phần company. Same idea, different paperwork.
Hộ kinh doanh is a household business. It is not a công ty. No shareholders. You register as a person (or people in one household), not as a company.
#How many owners on day one
Count the people (or companies) who will actually own it when you file. That number picks the form more often than a slogan does.
- Hộ kinh doanh — not a company. One individual, or members of one household. Nobody is a shareholder.
- Công ty TNHH một thành viên — exactly 1 member. That member can be a person or another company.
- Công ty TNHH hai thành viên trở lên — 2 to 50 members. You cannot register this with one person. If you later drop to one, you are expected to convert to một thành viên — that is extra filings, not a shrug.
- Công ty cổ phần — at least 3 shareholders. No maximum. You cannot open a cổ phần company with one or two people.
#Công ty TNHH một thành viên
One owner. You. Or one parent company.
This is the usual first company if you are starting alone and want to sell to other businesses. Same limited-liability idea as the two-or-more type. Same invoice world: Hóa đơn GTGT once you have an MST, a digital signature, and e-invoice registration.
You are the owner and, in practice, the person who decides. There is no second member to vote with. That is simpler. It is also lonelier if something goes wrong.
The full name on paper is công ty trách nhiệm hữu hạn một thành viên. When someone says “TNHH MTV,” they mean this.
#Công ty TNHH hai thành viên trở lên
Two founders, or a small team, up to fifty members.
This is the usual first company for a small founding group that is not ready for shares and a board. Liability still sits with the company in the normal case. The charter says who owns what percent.
If you only have one person today, this is the wrong box. Use một thành viên, or wait until the second owner is real.
The full name is công ty trách nhiệm hữu hạn hai thành viên trở lên. Most Invoi customers are one of the two TNHH types.
#Công ty cổ phần (joint stock)
Cổ phần means the company is divided into shares. Owners are shareholders. You need three or more on day one.
Use this when you already know you want a share structure: room to add investors, split equity on paper, maybe go bigger later. Heavier paper — more organs, more minutes. Same invoice world as TNHH: VAT e-invoices with tax-authority codes.
Do not pick cổ phần because it “sounds bigger.” You cannot register it with two co-founders. Pick it because the cap table needs shares and you already have three owners.
#Hộ kinh doanh (household business)
A way to trade under your own name (or the household), with simpler setup than a company. No TNHH. No cổ đông.
The invoice type is typically hóa đơn bán hàng. Invoi does not issue those yet. If your buyers are companies that need input VAT, hộ will fight you every time they ask for a Hóa đơn GTGT. If your buyers are consumers who never ask for an invoice, hộ can still be the right form — just not on this product.
#You might also hear “doanh nghiệp tư nhân”
A private enterprise: one owner, and liability is not limited in the TNHH sense. Beginners mix it up with TNHH một thành viên. If you want the company wall between the business and your house, you want TNHH, not DNTN. If someone is filing for you, say the full name: công ty trách nhiệm hữu hạn một thành viên.
#A practical default
Selling to companies that claim VAT, and you are one person: TNHH một thành viên. Two to a few co-founders: TNHH hai thành viên trở lên. Three or more owners and you already need shares: cổ phần. Then register so you can get an MST, a bank account, and e-invoices.
Selling only to consumers who never ask for an invoice: hộ may be enough, and Invoi is not the stack.
The legal name on the invoice is the registered name. See Company name.
#Next
- Start a company — the sequence after you pick a form
- Are you ready to start? — if you are still choosing whether to register at all