Foreign Ownership Restrictions in Vietnam: How to Assess Your Industry

Hero visual. Assess the exact activity, then test market access, structure and operational conditions. Original visual created from cited data.

Foreign ownership questions in Vietnam are often asked as though one percentage could settle the issue. It cannot. A credible entry assessment starts with what the business will actually do, then tests the investor, ownership chain, transaction and operating plan against the current legal framework. This guide provides a practical screening method for an overseas investor or expansion lead. It is general information, not legal, tax or investment advice for a particular transaction. 1 2

Direct answer: Vietnam applies foreign-investor market-access conditions, not one economy-wide foreign ownership cap. Since 1 March 2026, foreign investors generally receive domestic-investor market access unless an activity is on the current restricted list. The relevant conditions may concern ownership percentage, investment form, business scope, investor or partner capacity, treaties and other legal requirements. Check the exact activity against the current list and sectoral law before committing to entry.

The starting rule is activity-specific market access

Vietnam’s current starting point is more nuanced than a list of permitted foreign ownership percentages. Article 8 of the Law on Investment No. 143/2025/QH15 applies market-access conditions equivalent to those for domestic investors unless an activity falls within the published list of sectors and trades with restricted market access for foreign investors. The law took effect on 1 March 2026. That starting rule is useful, but it is not a blanket approval. It directs the investor to a current, activity-level assessment. 1 2

Article 8 also explains why a headline such as ‘foreign ownership restrictions Vietnam’ needs context. A condition can concern an ownership percentage, form of investment, scope of activity, investor or partner capacity, or other conditions under Vietnamese law or an international treaty to which Vietnam is a party. A conclusion about a holding company, an online platform, a distribution activity or a regulated service therefore depends on the legally relevant activity, rather than the marketing description of the sector. 1

For planning purposes, distinguish the investor from the project. The investor may be an individual, a foreign company, a fund or a Vietnam-incorporated organisation with foreign ownership. The project may include one or more activities, a location, technical requirements, premises or land-use considerations. A clean market-access result for one activity does not answer whether a different activity in the same business plan is restricted, conditional or licence-dependent. Build the activity inventory before choosing a company name, signing a lease or circulating a term sheet. 1

Keep three regulatory layers separate

A sound industry screen separates three questions that are often compressed into the phrase ‘foreign ownership restriction’. First, foreign-investor market access asks whether and on what conditions a foreign investor can access the precise activity. Second, conditional business investment asks whether the activity is subject to investment-business conditions under the Law on Investment framework. Third, operating permissions ask what sectoral licences, confirmations, professional qualifications, technical standards, product approvals, location conditions or inspections may be needed to trade. The first two layers are legal classifications. The third is an operational readiness question. 1

The current foreign-investor restricted-market-access list is set out in Appendix I to Decree No. 96/2026/ND-CP, which has applied since 31 March 2026. Appendix I is the current place to start, not an older internet article or a predecessor list. It should be read in the original Vietnamese and alongside the sectoral rule it identifies. A broad description can conceal a narrower regulated service, a different delivery method or a line of business with distinct treatment. Do not rely on a translated keyword search alone where the investment decision turns on the result. 2

Conditional-business status is not synonymous with a foreign ownership cap. It may mean a permit, certificate, approval or another statutory condition applies to all qualifying operators, including domestic ones. Likewise, an operating licence is not proof that the foreign-investor access question has already been resolved. The order of review matters: map the activity, assess foreign market access, identify conditional-business and sectoral requirements, then plan the entity, project and operational approvals together. The three-layer diagram below is a working discipline, not an exhaustive licence checklist. 1 2

Figure 1. Three-layer restriction assessment. Source basis: Law No. 143/2025/QH15, Articles 7–8; Decree No. 96/2026/ND-CP, Appendix I. Original visual created from cited data.

Read the current restricted list through the business model, not a label

The best input to an Appendix I review is a short operating memorandum. It should state what the Vietnam business will sell or provide, to whom, for consideration, through which channel, and where key functions will take place. It should identify ancillary activities such as distribution, import, data processing, platform intermediation, training, advertising, warehousing or customer support where they are part of the revenue model. Those details make it possible to match a real plan to an exact regulatory activity rather than to a broad label such as ‘technology’, ‘retail’ or ‘consulting’. 2

Use the list as a gateway, not as a self-executing answer. Where a possible entry is found, record its Vietnamese wording, the cited specialised legislation, any stated ownership or form requirement, the investor category to which it applies, and the authority that administers the condition. Where no entry appears to match, document the search logic and still review related sectoral law. An absence of an obvious label on a quick scan is not evidence that every element of a composite model is unrestricted. 2

This approach also helps prevent scope drift after incorporation. A company may start with one activity and later add a new product, transaction channel or customer segment. If that change creates a different regulated activity, the original ownership assessment may no longer be enough. Treat a material change in business scope, a new regulated product or a new location as a trigger to refresh the market-access and licensing map. IRC vs ERC in Vietnam explains the different functions of investment-project and enterprise registration records. 1 2

Figure 2. Four-step foreign ownership screen. Source basis: Law No. 143/2025/QH15, Articles 8 and 18–21; Decree No. 96/2026/ND-CP, Appendix I. Original visual created from cited data.

Ownership percentage is only one condition

An ownership cap, if one applies to the exact activity, is important but not self-sufficient. Article 8 lists ownership percentage alongside investment form, scope, investor or partner capacity and other legal or treaty conditions. A permitted percentage may still sit beside rules about a local partner’s qualifications, the entity through which an activity can be conducted, the services that may be supplied, the location from which they may be supplied, or approvals needed before commercial operation. Conversely, the absence of a universal cap in general commentary does not establish that full ownership is available for the reader’s model. 1

Treaty analysis is evidence work, not a nationality shortcut. The relevant investor may be a company incorporated in one jurisdiction, ultimately owned elsewhere, or investing through a regional group company. A treaty commitment, where relevant, must be checked against the investor’s legal nationality or status, its conditions and the precise service or activity. A sales team’s customer geography, a founder’s passport or a group brand name is not a substitute for the treaty and corporate evidence required by the applicable framework. 1

The company form should be selected after the access question is framed. Article 18 recognises establishment of an economic organisation, capital contribution or share acquisition, implementation of an investment project, and a business cooperation contract among the forms of investment. Each can present different practical questions. A limited liability company or joint stock company is an enterprise-law vehicle, not a mechanism for overriding a foreign-market-access condition. 100% Foreign-Owned Company in Vietnam considers the more focused full-ownership question. 1

New establishment, acquisition and indirect ownership require different checks

A new establishment asks whether the investor can form an economic organisation and implement the proposed project on the required conditions. Article 19(2) now permits a foreign investor to establish an economic organisation that will implement an investment project before carrying out Investment Registration Certificate procedures, while requiring compliance with Article 8 market-access conditions when forming the organisation. This sequencing flexibility has applied since 1 March 2026. It does not authorise implementation of a project before the applicable investment procedures are complete, and it does not convert an unresolved market-access issue into approval. 1 6 10

An acquisition asks a different question. Article 21 confirms that foreign investors may contribute capital or buy shares or capital contributions, subject to foreign-investor market-access conditions and the statutory requirements that apply to the transaction. The target’s existing registration, local shareholder history or operating licence is not a shortcut to the buyer’s eligibility. Review the target’s actual scope, licences, ownership chain, pending changes and the post-closing control arrangements before assuming the acquisition route is simpler. 1 2

Indirect ownership adds another layer. Article 20 identifies several cases in which an economic organisation with foreign investment must meet foreign-investor conditions and procedures when making further investments. The text includes organisations with foreign investors holding more than 50 per cent of charter capital, structures in which such organisations hold more than 50 per cent, and combined foreign investor and qualifying organisation holdings above 50 per cent. This is why a generic ‘51 per cent rule’ is too crude. Map direct and indirect ownership, voting rights, control and the proposed downstream investment against the statutory wording and the current implementing rules. 1 2

Document ownership, control and the route before filing

A restriction screen should become a decision record, not remain an informal verbal conclusion. Assemble an ownership chart from the immediate investor to the ultimate beneficial owners and controlling persons. Record equity, voting rights, appointment rights, veto rights and material contractual control. Add the proposed Vietnamese entity, target or project company, the intended capital or acquisition steps, and the activities it will perform. This package helps the investment, enterprise-registration, sectoral and banking workstreams ask consistent questions. 1

Enterprise-registration rules have also made ownership accuracy a direct compliance concern. Law No. 76/2025/QH15, effective 1 July 2025, amended the Law on Enterprises with beneficial-owner collection and retention requirements. The Government’s explanation of Decree No. 296/2026/ND-CP states that owners, shareholders and members must not hold capital in another person’s name and that filers are responsible for the legality, truthfulness and accuracy of filings. These provisions do not allow an investor to treat a nominee arrangement as a planning device for bypassing market access. They are a reason to disclose and document the real arrangement carefully. 3 5 9

Electronic enterprise registration can support the filing workflow, but it does not reduce the substantive analysis to a portal form. The official explanation notes that authorities may use connected state databases and may request documents where information cannot be obtained or is incomplete or inaccurate. Foreign documents, translations, corporate approvals, investment conditions and sectoral evidence may remain material. Prepare the evidence owner by owner, and retain the version of the analysis used at each approval gate. 4 5

Figure 3. Ownership, control and transaction worksheet. Source basis: Law No. 143/2025/QH15, Articles 8, 20–21; Law No. 76/2025/QH15 and Decree No. 296/2026/ND-CP. Original visual created from cited data.

What this means for an overseas investment lead

The practical task is to create a go, change or pause decision before commercial commitments make the preferred structure hard to unwind. An overseas investment lead should commission a scoped activity and ownership review as soon as the Vietnam commercial model is stable enough to describe. That review should not ask only, ‘Can we own 100 per cent?’ It should ask, ‘Which exact activities will the Vietnam presence undertake, under which ownership and control model, from which location, and what must be in place before it can operate?’ 1 2

Use the four-step screening decision tree and ownership worksheet in this article at an investment-committee meeting. Assign a business owner to define activity and revenue flow, a corporate owner to provide the group structure and authority documents, a project owner to state location and land or facility needs, and a compliance owner to obtain the sectoral and treaty checks. Record uncertainties as conditions to signing or closing. This is usually more valuable than selecting an entity form first and trying to retrofit the activity description to it. 1 2

For a pilot, also be clear about the boundary between testing demand and conducting the regulated activity locally. The U.S. International Trade Administration identifies indirect channels, representative offices, branches and foreign-investment projects as different market-entry routes, but the legally permitted function of any route must be checked under Vietnamese law and the relevant sectoral rules. A representative office or commercial intermediary is not an automatic substitute for an eligible operating entity. Vietnam Market Entry Strategy can help frame model selection once the legal activity screen is underway. 7

Common mistakes to avoid

First, avoid using an old foreign-investment list or a generic online sector chart. The 2026 framework changed the governing Investment Law and implementing decree. A conclusion copied from the former regime may be incomplete or describe a historical procedure. Record the version and effective date of every source used, and refresh the analysis if the deal is delayed or the operating model changes. 1 2

Second, do not treat company registration as the legal clearance for the project or operating activity. The 2026 company-first option is sequencing flexibility. Ho Chi Minh City’s investment-promotion authority cautions that an entity formed before an Investment Registration Certificate can still face tax, reporting, contract and unwinding exposure if the project requirements are not ultimately satisfied. Plan preparatory commitments conservatively where the project has material regulatory exposure. 1 6

Third, do not assume a local nominee resolves an ownership restriction. Aside from the commercial and governance risk, the current enterprise-registration framework expressly addresses truthful filings and prohibits holding capital in another person’s name. A local shareholder may be required, commercially sensible or legally relevant in a particular arrangement, but the role, investment, control and disclosure must reflect the actual lawful structure. 3 5

Fourth, avoid reducing control to a single equity percentage. Board appointments, voting agreements, vetoes, financing rights and downstream ownership can change the practical and legal questions. Fifth, do not sign a lease, acquisition agreement, customer contract or capital commitment on the assumption that a broad sector label establishes eligibility. Build conditions and exit options around the specific approval risks. 1

Before committing to an ownership structure, ask VietPard to scope the company setup pathway.

Frequently asked questions

What are the foreign ownership restrictions in Vietnam?

Vietnam does not apply one single foreign ownership cap across all industries. The current framework generally gives foreign investors domestic-style market access unless an activity is on the restricted-market-access list. Conditions may cover ownership percentage, investment form, scope, investor or partner capacity, treaties and other legal requirements. The conclusion depends on the exact activity and the investor’s facts, so a current Appendix I and sectoral review is needed before entry. 1 2

Can foreigners own 100% of a company in Vietnam?

A wholly foreign-owned company may be possible for an activity where the applicable foreign-investor market-access and operating conditions are met. It is not a universal entitlement. An investor should test every proposed activity, any ownership or form condition, the investor’s treaty position where relevant, and the licences or project approvals needed to operate. The company form alone does not answer the market-access question. 1 2

Which industries restrict foreign ownership in Vietnam?

The durable answer is to consult the current Appendix I to Decree No. 96/2026/ND-CP and the specialised rule for the exact activity. A broad industry label is not sufficiently precise because a business model may combine several services, channels or ancillary activities. Rather than rely on an ageing list of sector summaries, create an activity inventory and match each item to the current Vietnamese-language regulatory entry. 2

Do foreign investors need a Vietnamese partner in Vietnam?

Not as a universal rule. A local partner may be relevant where the conditions for a precise activity, an investment form, a capacity requirement or other sectoral rule call for it. It may also be a commercial choice. Investors should not appoint a person merely to appear local or to hold capital on their behalf. The proposed partner’s real role, qualifications, economics, control rights and disclosure obligations should be reviewed against the applicable framework. 1 3 5

Can a foreigner buy shares in a Vietnamese company?

Foreign investors may contribute capital or buy shares or capital contributions, but the transaction must meet the foreign-investor market-access conditions and other applicable statutory requirements. The buyer should review the target’s registered and actual activities, licences, direct and indirect ownership, transaction structure and post-closing governance. Registration or approval requirements cannot be determined from the target’s age or existing local ownership alone. 1 2

Will the rules change again in 2027?

Law No. 24/2026/QH16 generally takes effect on 1 March 2027 and replaces Appendix IV, the list of sectors and trades subject to conditional business investment. That future change concerns the conditional-business list, which is distinct from the foreign-investor restricted-market-access analysis. It is nevertheless a clear reason to refresh any 2026 industry assessment before filing or closing in 2027. 8

Conclusion: treat restrictions as a pre-entry workstream

Foreign ownership restrictions in Vietnam should be assessed as a layered, evidence-based question, not as a single percentage or a generic sector label. Begin with exact activities, test the current foreign-market-access list, read the relevant sectoral and treaty conditions, then map ownership, control, transaction form, project location and operating permissions. Keep the written record current through signing, filing and launch. This guide is general information only. A qualified local review is appropriate before a binding investment or regulatory filing. 1 2 8

Sources and Further Reading

Sources were accessed and link-checked on 10 September 2026. Vietnamese statutory texts control where translations differ. Sources 9 and 10 are professional cross-checks, not substitutes for primary law.

[1] National Assembly / Government Portal. Law on Investment No. 143/2025/QH15. 11 December 2025; effective 1 March 2026. Source link

[2] Government of Vietnam. Decree No. 96/2026/ND-CP, detailing and guiding the Law on Investment. 31 March 2026; effective 31 March 2026. Source link

[3] National Assembly / Government Portal. Law No. 76/2025/QH15 amending the Law on Enterprises. 17 June 2025; effective 1 July 2025. Source link

[4] Government of Vietnam. Decree No. 168/2025/ND-CP on enterprise registration. 30 June 2025; effective 1 July 2025. Source link

[5] Government of Vietnam. How does online enterprise registration work? (explanation of Decree No. 296/2026/ND-CP). 24 July 2026; Decree effective 23 July 2026. Source link

[6] Ho Chi Minh City Investment and Trade Promotion Centre. Which investing structure should foreign investors choose?. Accessed 10 September 2026. Source link

[7] International Trade Administration, U.S. Department of Commerce. Vietnam Market Entry Strategy. 26 March 2026. Source link

[8] National Assembly / Official Gazette reference translation. Law No. 24/2026/QH16 amending and supplementing the Law on Investment. 24 August 2026; generally effective 1 March 2027. Source link

[9] KPMG Vietnam. Decree 296 on enterprise registration. 7 August 2026. Source link

[10] Rödl & Partner. Key Updates in Vietnam’s New Investment Law. 18 February 2026. Source link