Understanding the market access conditions for foreign investors in Vietnam is the first critical legal step when establishing an economic organization, contributing capital, purchasing shares or equity stakes, or executing investment projects in Vietnam. In principle, foreign investors enjoy the same market access as domestic investors, except in sectors specified under the negative list (restricted or conditional market access). Accurately determining these conditions – including foreign ownership limits (FOL), forms of investment, scope of business activities, investor capacity, and other regulatory requirements – is essential to ensuring full legal compliance and seamless project implementation.

What is market access conditions for foreign investors in Vietnam?

Pursuant to Clause 10, Article 3 of the Law on Investment 2025, market access conditions for foreign investors are conditions that foreign investors must satisfy in order to invest in business lines included in the List of business lines with restricted market access for foreign investors.

The List of business lines with restricted market access for foreign investors comprises:

• Business lines with no market access;
• Business lines with conditional market access.

Principles of market access restrictions for foreign investors in Vietnam

Equal treatment principles for foreign investment in Vietnam

• Pursuant to Clause 1, Article 8 of the 2025 Law on Investment, foreign investors are subject to the same market access conditions as domestic investors, except where the business lines in question fall under the List of business lines with restricted market access for foreign investors.
• Thus, current investment laws continue to uphold the principle of market openness. Foreign investors are not restricted solely on the basis of their foreign status; restrictions apply only when the business lines the investor intends to pursue fall within the List of business lines with restricted market access for foreign investors.

Foreign investors are not permitted to invest in sectors or trades where market access is not yet available

Foreign investors are prohibited from investing in sectors or trades where market access is not yet permitted, as stipulated in Section A of Appendix I to Decree No. 96/2026/ND-CP, as amended and supplemented by Resolution 66.18/2026/NQ-CP.

Foreign investors must satisfy market access conditions applicable to business lines subject to conditional market access

Foreign investors must satisfy market access conditions applicable to business lines subject to conditional market access for foreign investors, as prescribed in Section B of Appendix I to Decree No. 96/2026/ND-CP, as amended and supplemented by Resolution 66.18/2026/NQ-CP.

The list of market access conditions for foreign investors is published on the National Investment Information Portal, covering details such as business lines, the grounds for applying conditions, specific conditions, etc.

Market sectors uncommitted to market access for foreign investors in Vietnam

• Where laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, and government decrees do not prescribe market access restrictions for a specific business sector or trade: Foreign investors shall be granted market access on the same terms as domestic investors.
• Where Vietnamese law prescribes market access restrictions for foreign investors regarding a specific business sector or trade: The provisions of Vietnamese law shall apply.

Market access condition groups for foreign investors in Vietnam

Clause 3, Article 8 of the Law on Investment 2025 stipulates the groups of market access conditions, including:

Foreign investors’ ownership ratio of charter capital

This is often the most critical factor in foreign investment activities.

Regulations may stipulate that foreign investors may hold:

• 100% of the charter capital;
• A specific maximum percentage;
• Or must comply with ownership ratios prescribed by international treaties or specialized laws.

Therefore, it cannot be assumed that foreign investors are permitted to hold 100% of the capital in every business sector.

Particularly regarding transactions involving the purchase of shares or capital contributions, ownership ratios both before and after the transaction must be precisely determined to ascertain whether the transaction triggers specific market access conditions or investment registration procedures.

Investment form

Market access conditions may be imposed in the form of restrictions on investment methods.

Pursuant to Article 18 of the 2025 Law on Investment, forms of investment include:

• Investment in the establishment of an economic organization (e.g., a 100% foreign-owned company registration in Vietnam);
• Investment in the form of capital contribution, share purchase, or purchase of capital contributions;
• Implementation of an investment project;
• Investment under a Business Cooperation Contract (BCC);
• Other forms of investment and types of economic organizations as prescribed by the Government.

Therefore, when assessing market entry feasibility, one must not only ask, “Is investment in this sector permitted?” but also determine, “Through which forms of investment are foreign investors permitted to invest?”

Điều kiện tiếp cận thị trường có thể được đặt ra dưới hình thức giới hạn phương thức đầu tư.

Scope of investment activities

Certain business lines may restrict the scope of operations for foreign investors. Such conditions may relate to:

• The type of services provided;
• The products traded;
• The target customer base;
• The geographical area of ​​operation;
• The scope of service provision;
• Specific activities the investor is permitted to undertake.

Therefore, it is necessary to assess actual operations rather than relying solely on the registered business sector or trade name.

Capacity of investors and partners participating in investment activities

Clause 3, Article 8 of the Law on Investment 2025 also stipulates conditions regarding the capacity of investors and partners participating in investment activities.

Depending on the specific sector, investors may be required to meet criteria concerning:

• Experience;
• Financial capacity;
• Professional expertise;
• Vietnamese partners;
• Personnel;
• Technical conditions or other specific requirements.

These conditions must be assessed alongside ownership ratios and investment forms, particularly in sectors requiring specialized expertise or subject to strict State regulation.

Other conditions under the law and international treaties

Point d, Clause 3, Article 8 of the Law on Investment 2025 stipulates that market access conditions also include other conditions prescribed by laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, government decrees, and international treaties to which Vietnam is a party.

This is significant because, in practice, investment conditions applicable to foreign investors may not be found solely within the Law on Investment.

List of market access restricted business lines for foreign investors in Vietnam

The list of business lines subject to market access restrictions for foreign investors is set out in Appendix I to Decree No. 96/2026/ND-CP. The list comprises two parts:

List of sectors not yet accessible to market entry

The list of business lines subject to market access restrictions, as specified in Section A, Appendix I of Decree No. 96/2026/ND-CP (as amended and supplemented by Resolution 66.18/2026/NQ-CP), includes the following:

• Press activities and news gathering in any form.
• Marine fishing or seafood exploitation.
• Investigation and security services.
• Judicial administrative services, including judicial expertise, bailiff services, asset auction services, notarization services, and insolvency administrator services.
• Services for sending workers abroad under contracts.
• Investment in the construction of cemetery infrastructure for the transfer of land use rights associated with such infrastructure.
• Direct waste collection services from households.
• Transshipment of goods.
• Temporary import for re-export business…

List of conditional market access sectors

Business lines subject to market access conditions as specified in Section B, Appendix I of Decree 96/2026/ND-CP, as amended and supplemented by Resolution 66.18/2026/NQ-CP.

Some business lines subject to market access conditions include:

• Insurance; banking; securities trading; and other services related to insurance, banking, and securities trading.
• Postal and telecommunications services.
• Real estate business.
• Construction material manufacturing.
• Legal services.
• Advertising services.
• Services related to tourism promotion and marketing…

Comparison table of non-accessible vs. conditional market access sectors in Vietnam

Market access conditions arising from specialized laws in Vietnam

Pursuant to Clause 3, Article 15 of Decree No. 96/2026/NĐ-CP, in addition to the market access conditions specified in the List, foreign investors and foreign-invested economic organizations must also satisfy other conditions prescribed by law, including those relating to:

• The use of land, labor, natural resources, and minerals;
• The production and supply of public goods and services or state-monopolized goods and services;
• Housing and real estate ownership and business activities;
• Forms of State support and subsidies;
• Programs and plans for the equitization of state-owned enterprises;
• Other conditions stipulated by law and international treaties regarding market access restrictions.

Therefore, while consulting Appendix I of Decree No. 96/2026/NĐ-CP is necessary, it is not the final step; investors must still verify relevant specialized regulations.

Entities subject to market access conditions extend beyond foreign investors

Article 16 of Decree No. 96/2026/ND-CP stipulates that the List of business lines with restricted market access applies to:

Foreign investors as defined in Clause 19, Article 3 of the Law on Investment 2025.

Certain foreign-invested economic organizations when:

• Establishing another economic organization;
• Contributing capital, purchasing shares, or purchasing capital contributions of another economic organization;
• Investing under a Business Cooperation Contract (BCC).

Notably, Article 20 of the Law on Investment 2025 stipulates that an economic organization must satisfy the conditions and follow the investment procedures applicable to foreign investors if it falls into one of the following cases:

• Foreign investors hold more than 50% of the charter capital;
• An economic organization falling into the aforementioned case holds more than 50% of the charter capital;
• Foreign investors and an economic organization falling into the aforementioned case jointly hold more than 50% of the charter capital.

Conversely, economic organizations not falling into these cases are subject to the investment conditions and procedures applicable to domestic investors, pursuant to Clause 2, Article 20 of the Law on Investment 2025.

This is a particularly important point when determining whether a foreign-invested enterprise is subject to the market access conditions applicable to foreign investors.

How to determine market access conditions for a specific investment project in Vietnam

To mitigate risks, investors may follow these six steps:

Step 1: Precisely identify the investment sector or business line

It is necessary to determine the nature of the business activities and the products or services to be provided, rather than relying solely on the name of the sector or business line.

Step 2: Consult Appendix I of Decree No. 96/2026/NĐ-CP

Determine the classification of the sector or business line:

• If listed in Section A: Market access is prohibited;
• If listed in Section B: Identify specific conditions;
• If not listed in Sections A or B: Market access is granted on the same terms as domestic investors.

Check the following:

• Ownership ratio;
• Form of foreign investment in Vietnam;
• Scope of operations;
• Investor capacity;
• Partners;
• Other conditions.

Step 3: Review specialized laws

For example, if investing in education, healthcare, real estate, banking, securities, logistics, or telecommunications, it is necessary to further examine relevant specialized laws and legal documents.

Step 4: Review international treaties

Identify the investor’s country or territory of origin and the corresponding international commitments.

Step 5: Determine investment procedures

Once it is confirmed that the investor is permitted to access the market and meets the relevant conditions, the investor selects the method for establishing an economic organization, implementing a project, or contributing capital/purchasing shares or capital contributions.

Step 6: Carry out investment and enterprise registration procedures in accordance with regulations

Depending on the specific case, the investor may be required to undergo procedures for investment policy approval, issuance of the Investment Registration Certificate, issuance of the Enterprise Registration Certificate, registration of changes to members/shareholders, etc.

Step 7: Carry out procedures to obtain licenses for conditional business lines

After completing investment and enterprise registration procedures, if the intended business activities fall under the category of conditional business lines, the enterprise must continue to meet business conditions and obtain the necessary licenses, certificates, or specialized approvals before officially commencing operations.

Some related questions

How do market access conditions differ from business operation conditions?

Market access conditions for foreign investors are criteria used to determine whether a foreign investor may participate in a specific business sector and, if so, what restrictions apply.

In contrast, business operation conditions are requirements that organizations or individuals must meet when conducting business activities in sectors subject to conditional business requirements.

For example, a foreign investor might be permitted to establish an enterprise in a specific field because they meet the market access conditions. However, the enterprise must still satisfy specific business operation conditions and obtain specialized licenses before actually providing services.

Therefore, advising on foreign investment requires a two-step review process:

• Step 1: Is the foreign investor permitted market access?
• Step 2: Once market access is granted, does the enterprise meet the conditions to operate in that specific business sector?

Are foreign investors required to hold less than 50% of the capital in a Vietnamese enterprise?

No. The 50% threshold is not a universal limit on ownership ratios for all foreign investors. Ownership ratios must be determined based on the specific business sector, specialized laws, and international treaties. The >50% threshold mentioned in Article 20 of the 2025 Law on Investment primarily relates to determining when a foreign-invested economic organization must comply with the same investment conditions and procedures as a foreign investor.

If Vietnam has not committed to opening a specific sector to foreign investors, is investment in that sector prohibited?

If Vietnam has made no market access commitment but Vietnamese law imposes no restrictions, foreign investors are granted the same access as domestic investors. If Vietnamese law does impose restrictions, those restrictions apply.

Market access conditions for foreign investors in Vietnam must be determined based on the Law on Investment 2025, Decree No. 96/2026/NĐ-CP, relevant specialized laws, and applicable international treaties before an investor selects an investment plan. Please contact Viet An Law for advice regarding market access conditions for foreign investors in Vietnam.