On March 31, 2026, the Government of Vietnam issued Decree No. 96/2026/ND-CP, providing detailed regulations and guidance on the implementation of certain provisions of the Law on Investment. The Decree contains important provisions on business lines and market access conditions applicable to foreign investors in Vietnam.

Accurately identifying the applicable market access conditions is an essential step before a foreign investor establishes an enterprise, contributes capital, purchases shares, acquires capital contributions, or implements an investment project in Vietnam.

1. What Are Market Access Conditions?

Market access conditions applicable to foreign investors are requirements that a foreign investor must satisfy in order to invest or conduct business in a specific business line or sector in Vietnam.

These conditions may be prescribed under the Law on Investment, specialized laws, resolutions of the National Assembly, ordinances and resolutions of the Standing Committee of the National Assembly, decrees of the Government, and international investment treaties to which Vietnam is a contracting party.

Decree No. 96/2026/ND-CP continues to apply a negative-list approach. Accordingly, if a proposed business line is not included in the List of Business Lines Subject to Market Access Restrictions for Foreign Investors, foreign investors are, in principle, entitled to access the market under the same conditions as domestic investors.

However, where Vietnamese law provides specific restrictions applicable to foreign investors in a particular business line, such restrictions must be observed.

2. List of Business Lines Subject to Market Access Restrictions

Appendix I enclosed with Decree No. 96/2026/ND-CP divides business lines subject to market access restrictions into the following two categories:

• Business lines for which foreign investors are not permitted market access;
• Business lines for which foreign investors are granted conditional market access.

According to the published list, there are currently 23 business lines for which foreign investors are not permitted market access and 62 business lines subject to conditional market access.

2.1. Business Lines for Which Foreign Investors Are Not Permitted Market Access

Foreign investors are not permitted to conduct investment and business activities in the business lines listed in Section A of Appendix I, unless otherwise provided by applicable law or an international treaty.

Notable business lines in this category include:

• Trading goods and services included in the list of goods and services subject to a State monopoly in the commercial sector;
• Press activities and news-gathering activities in any form;
• Fishing or exploitation of aquatic resources;
• Investigation and security services;
• Certain judicial administration services, such as notarization, bailiff services, asset auction services, judicial expertise services and services provided by insolvency administrators;
• Services for sending Vietnamese employees to work overseas under contracts;
• Public opinion polling services;
• Blasting services;
• Public postal services;
• Merchanting trade and temporary import for re-export activities;
• Certain maritime services and vehicle inspection services falling within the scope of State management.

Note: Foreign investors should distinguish between business lines for which foreign investors are “not permitted market access” and “prohibited investment and business activities.” Prohibited investment and business activities are prohibited for all investors, while business lines for which market access is not permitted constitute restrictions specifically applicable to foreign investors and relevant foreign-invested economic organizations.

2.2. Business Lines Subject to Conditional Market Access

Foreign investors may conduct investment and business activities in the business lines listed in Section B of Appendix I, provided that all applicable market access conditions are fully satisfied.

This category includes several important sectors, such as:

• Distribution of goods;
• Advertising;
• Education and training;
• Telecommunications;
• Broadcasting, television and content services;
• Road, maritime, inland waterway and air transport;
• Logistics;
• Real estate business;
• Tourism services;
• Healthcare services;
• Entertainment services;
• Banking, insurance and other financial services;
• Certain activities relating to natural resources, energy, agriculture and fisheries.

Note: The specific list and applicable market access conditions must be reviewed together with specialized legislation and Vietnam’s relevant international commitments in force at the time the investor carries out the transaction.

3. Forms of Market Access Conditions

Depending on the relevant business line and the nationality of the investor, market access conditions may be imposed in one or more of the following forms.

3.1. Conditions on Foreign Ownership of Charter Capital

Vietnamese law or an applicable international treaty may limit the percentage of charter capital that foreign investors are permitted to own in a Vietnamese enterprise.

The applicable foreign ownership ratio may vary depending on the business sector, type of enterprise or nationality of the foreign investor.

Note: Before contributing capital or acquiring shares, foreign investors should calculate both direct and indirect foreign ownership ratios. Foreign investors should also examine the aggregate ownership ratio held by all foreign investors in the relevant economic organization.

3.2. Conditions on Forms of Investment

Certain business lines only permit foreign investors to invest through specific forms, such as:

• Establishing a joint venture with a Vietnamese partner;
• Entering into a business cooperation contract;
• Contributing capital to, or purchasing shares in, an existing economic organization;
• Not being permitted to establish a wholly foreign-owned enterprise.

Note: Selecting an inappropriate investment form may result in the application being rejected or subject to amendment, or the proposed capital acquisition transaction not being approved.

3.3. Conditions on the Scope of Business Activities

Foreign investors may be restricted in terms of the types of goods or services, categories of customers, geographical areas or scope of business activities.

Therefore, registering a business line under the Vietnam Standard Industrial Classification is only the initial step. The actual scope of business activities must also comply with Vietnam’s market-opening commitments and specialized regulations.

3.4. Conditions on the Investor’s Capacity and Qualifications

Foreign investors may be required to demonstrate:

• Financial capacity;
• Relevant business experience;
• Minimum operating history;
• Licences issued in their home jurisdiction;
• Capital capacity;
• Qualified professional personnel;
• Necessary technical capacity or conditions.

For sectors such as finance, education, healthcare, transport, telecommunications and professional services, the investor’s qualifications are generally subject to close examination during the procedures for issuing the Investment Registration Certificate and specialized operating licences.

3.5. Conditions on Vietnamese Partners

Certain business lines require foreign investors to cooperate with a Vietnamese enterprise satisfying specific conditions.

Depending on the relevant specialized legislation, the Vietnamese partner may be required to have:

• An appropriate operating licence;
• Relevant business experience;
• A minimum ownership ratio;
• Professional or technical capacity.

3.6. Other Conditions

In addition to the conditions included in the List of Business Lines Subject to Market Access Restrictions, foreign investors and foreign-invested economic organizations must also consider conditions relating to:

• Use of land and employment of workers;
• Exploitation and use of natural resources and minerals;
• Production and supply of public goods and services;
• Trading goods and services subject to a State monopoly;
• Ownership and business of residential property and real estate;
• Access to State support and subsidies;
• Participation in equitization programmes for State-owned enterprises;
• National defence and security;
• Other conditions prescribed by specialized legislation.

4. Principles for Applying Market Access Conditions

4.1. Business Lines Not Included in the Restricted List

Foreign investors are entitled to access the market under the same conditions as domestic investors, unless Vietnamese law contains a specific restriction applicable to the relevant business line that has been duly issued and remains effective.

4.2. Business Lines for Which Market Access Is Not Permitted

Foreign investors are not permitted to invest directly or indirectly in these business lines through:

• Establishing an enterprise;
• Implementing an investment project;
• Contributing capital;
• Purchasing shares;
• Acquiring capital contributions.

4.3. Business Lines Subject to Conditional Market Access

Foreign investors must satisfy all applicable conditions before commencing and throughout their investment and business operations.

Applicable conditions may be determined under Vietnamese law, international investment treaties, or both.

4.4. Investment in Multiple Business Lines

Where an investment project or enterprise intends to operate in multiple business lines, the foreign investor must satisfy the market access conditions applicable to all conditional business lines.

Therefore, registering an unnecessarily broad ancillary business line may trigger additional investment conditions, approval procedures or licensing requirements.

4.5. Application of Multiple International Treaties

A foreign investor falling within the scope of more than one international investment treaty may select the market access conditions under an appropriate treaty.

However, the investor must consistently apply the rights and obligations under the selected treaty and should not selectively combine favourable provisions from different treaties in relation to the same investment matter.

5. Entities Required to Apply Conditions Applicable to Foreign Investors

Market access conditions do not apply only to foreign individuals and foreign-incorporated organizations.

In certain circumstances, an economic organization established in Vietnam but having foreign investment capital may also be required to satisfy the investment conditions and complete the investment procedures applicable to foreign investors.

Accordingly, when carrying out a capital contribution, share acquisition or multi-layer ownership restructuring transaction, the parties should determine:

• The nationality and legal status of the investor;
• Direct and indirect foreign ownership ratios;
• Control rights within the enterprise;
• Existing and proposed business lines;
• Location of the investment project;
• National defence, security and land-related requirements.

Reviewing only the Enterprise Registration Certificate of the target company may not be sufficient to determine whether the proposed transaction is legally permissible.

6. Legal Review Process Before Investment

To minimize risks, foreign investors should carry out the following steps.

Step 1: Accurately Define the Proposed Business Activities

The investor should clearly describe the proposed products, services, customers, methods of service delivery and revenue sources.

The legal assessment should not rely solely on the commercial name of the proposed business activity.

Step 2: Compare the Business Codes Against the Restricted List

The proposed activities should be compared against:

• The Vietnam Standard Industrial Classification;
• Appendix I enclosed with Decree No. 96/2026/ND-CP;
• Applicable specialized legislation.

Step 3: Review Applicable International Treaties

The investor’s nationality should be identified to determine which international treaties may apply, including:

• Vietnam’s WTO commitments;
• Free trade agreements;
• Investment protection agreements

Step 4: Identify the Specific Conditions

The investor should review:

• Foreign ownership limits;
• Permitted forms of investment;
• Scope of business activities;
• Requirements for Vietnamese partners;
• Financial capacity;
• Business experience;
• Statutory capital;
• Specialized licences.

Step 5: Structure the Investment

Foreign investors should select an appropriate investment structure, such as:

• Establishing a new enterprise;
• Establishing a joint venture;
• Entering into a business cooperation contract;
• Contributing capital to an existing enterprise;
• Acquiring an operating enterprise.

Step 6: Complete Investment and Specialized Licensing Procedures

Depending on the circumstances, a foreign investor may be required to complete procedures for:

• Investment policy approval;
• Issuance of an Investment Registration Certificate;
• Registration of capital contributions or share acquisitions;
• Enterprise registration;
• Business licences;
• Specialized operating licences.

7. Common Risks

Foreign investors commonly face legal risks where they:

• Register business lines without reviewing Vietnam’s market-opening commitments;
• Incorrectly identify the applicable business code or scope of services;
• Fail to calculate indirect foreign ownership;
• Complete a capital transfer before obtaining the required approval;
• Review only the Law on Investment while overlooking specialized legislation;
• Fail to apply for a Business Licence or other necessary sub-licences after establishing the enterprise;
• Use authorization agreements or nominee arrangements to circumvent investment conditions;
• Change the ownership structure without amending the relevant investment registration documents.

These errors may result in an application being rejected, the transaction becoming disputed, the enterprise being unable to obtain an operating licence, or the investor and enterprise being subject to penalties.

8. VILAWCO’s Foreign Investment Advisory Services

Under the guiding principle “Strong Legal Foundation, Complete Trust,” VILAWCO provides legal advisory services for enterprises and investment projects in Vietnam, with a strong focus on accuracy, efficiency and confidentiality.

VILAWCO assists clients with:

• Reviewing business lines and market access conditions;
• Reviewing Vietnam’s WTO commitments and applicable free trade agreements;
• Advising on foreign ownership ratios and investment structures;
• Advising on the establishment of foreign-invested enterprises;
• Applying for and amending Investment Registration Certificates;
• Advising on capital contributions, share acquisitions and acquisitions of capital contributions;
• Drafting joint venture agreements and capital transfer agreements;
• Applying for Business Licences and specialized licences;
• Advising on post-investment compliance, employment, taxation, land and foreign exchange matters.

The assessment of market access conditions must be conducted on a case-by-case basis, taking into consideration the investor’s nationality, proposed business lines, ownership ratio, project location, investment scale and applicable international treaties.

Foreign investors are advised to conduct a legal review before signing a deposit agreement, transferring funds or completing an investment transaction.

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Contact VILAWCO

For further advice and assistance, please contact:

VINALAW CONSULTANCY COMPANY LIMITED: VILAWCO – Vững pháp lý, trọn niềm tin

• 24/7 Hotline: 0876 079 899
• Email: info-atty@vilawco.com
• Website: https://vilawco.com/
• Head Office: 115 Street No. 1, Binh Tri Dong Ward, Ho Chi Minh City, Vietnam
• Representative Office: 479/22 Phan Van Tri Street, An Nhon Ward, Ho Chi Minh City, Vietnam

VILAWCO looks forward to earning your trust and having the opportunity to cooperate with our valued clients and partners in the future.