Foreign Ownership and Market Access in Vietnam
Foreign ownership in Vietnam is not obvious. The answer depends on the exact activity, the investor, the investment form, Vietnam’s treaty commitments and specialised sector rules and should be part of the assessment in the Vietnam market entry strategy.
The 2025 Investment Law regulates the activity falls within the restricted market-access framework for foreign investors. Where conditions apply, they can affect ownership, investment form, permitted scope, investor capacity, the need for a partner and other matters.
Foreign ownership and market access in Vietnam should be tested before management agrees the shareholder structure, partner economics or acquisition price.
A foreign investor may often own 100% of a Vietnamese company, but no general answer applies across all business lines. Market-access conditions can concern the foreign equity ratio, investment form, scope of activity, investor capability, participating partner and additional sector requirements. Review each revenue activity separately and check both treaty and domestic rules before selecting a subsidiary, joint venture or acquisition route.
Broad labels create weak market-access answers.
Technology may mean software development, advertising, platform operation, data services, payment services or telecommunications. Trading may mean export, import, wholesale, retail, franchising or an online marketplace. Each activity can produce a different ownership and licence analysis.
Management should describe what the Vietnam business will sell, who pays for it and how it is delivered. The legal business lines should follow that model.
Investment Law states that foreign investors could set up 100% foreign owned companies in Vietnam unless the activity is included in the restricted list.
The restricted framework includes activities not yet open to foreign investors and activities open subject to conditions. The analysis should therefore ask whether the activity is open, restricted, conditional or governed by a specialized regime.
This is different from checking whether the activity is generally conditional for all businesses. A company may face both foreign-investor market-access conditions and operating conditions that apply regardless of nationality.
Vietnam’s international commitments can affect market access. The relevant commitment may depend on investor nationality, ownership chain and the service classification.
Management should not assume that using an offshore holding company automatically creates treaty access. The investment chain, beneficial ownership and documents should support the position relied upon.
Where commitments are silent or qualified, domestic law and authority interpretation need closer review.
Some activities allow full foreign ownership. Others impose a cap or require a Vietnamese participation structure.
The percentage should be checked at the correct level. Direct and indirect ownership, existing foreign shareholders and affiliated entities can affect how the structure is viewed.
The answer should also consider future funding. A structure that fits the cap at establishment may become problematic when capital is increased or another investor enters.
Market access can control more than ownership. The investor may be permitted to establish a company, required to cooperate with a local partner, limited to a particular form or allowed to acquire only within stated conditions.
This is why a foreign-owned company or joint venture in Vietnam should be compared after the activity is classified, not before.
A foreign-invested company may be allowed to conduct one part of a commercial model and restricted in another.
For example, producing a product, importing it, distributing it, operating a platform and providing after-sales services can be separate activities. Approval for one does not automatically cover all others.
Management should create an activity matrix rather than rely on one broad license description.
Certain sectors assess experience, financial capacity, professional personnel, facilities, technology, security or other qualifications.
A Vietnamese partner should have a real role where the structure depends on that partner’s capacity or license position. Using a nominal shareholder without economic alignment creates governance, beneficial-ownership and enforcement risk.
The Vietnam market entry risk assessment should test the partner and the regulatory reason for the partnership.
Market access answers whether and on what conditions the foreign investor may enter the activity. It does not complete every operating license.
Premises, capital, deposits, professional certificates, product approvals and operating licenses may still be required. Those conditions should be mapped before investment approval and lease commitment.
The first risk is using a broad business description that hides a restricted activity. The second is promising 100% ownership before checking the investor and sector. The third is adding a local partner without defining control, value and exit.
Acquisitions create another risk. The target may already have licenses, but a foreign ownership change can alter the conditions applying to the business or trigger registration before completion. Review the requirements for buying a Vietnamese company early in the transaction.
Q1: Can foreigners own 100% of a company in Vietnam?
Yes in many activities. The result must be checked against the exact business line, investor and applicable market-access and sector rules.
Q2: Is the restricted list the only source to check?
No. Treaties, domestic laws, decrees and specialized sector rules can affect the analysis.
Q3: Does a Vietnamese partner solve every ownership restriction?
No. The permitted form, partner qualification, operating scope and governance still need review.
Q4: Does the investor’s nationality matter?
It can. Treaty commitments and documentary support may depend on nationality and ownership chain.
Q5: Can one company register many business lines?
It can register multiple lines, but each activity must satisfy the applicable market-access and operating conditions.
Q6: Do ownership conditions apply to acquisitions?
Yes. Foreign share or capital acquisitions must satisfy market access and can require registration in specified cases.
Q7: When should the review be updated?
Update it when the activity, ownership, investor, location, funding or sector law changes.
Tuan Nguyen is a lawyer at ANT Lawyers advising foreign investors and foreign-invested companies in Vietnam on market entry, foreign investment, company formation, licensing, and regulatory compliance. He works with clients to assess market access conditions, structure their Vietnam presence, prepare licensing strategy, and manage legal risks during establishment and operation.
We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest protection, risk mitigation and regulatory compliance. ANT Lawyers has lawyers in Ho Chi Minh city, Hanoi, and Danang, and will help customers in doing business in Vietnam.
This article is for general informational purposes only and does not constitute legal advice for any specific situation. Laws and practice may change, and the position is stated as of the publication date. For advice on your matter, please consult qualified counsel.
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