Market access for foreign investors: the closed and conditional sectors, ownership caps, treaty terms and the conditional business lines

How the negative list works

Vietnam moved to a negative-list approach to foreign market access in 2021 and the Law on Investment 2025 keeps it. Under Article 8, foreign investors enjoy the same market access as domestic investors except in the business lines on the list the Government publishes, which is Appendix I of Decree No. 96/2026/ND-CP. The list has two parts: lines in which foreign investment is not permitted, and lines in which it is permitted on conditions. If a line is on neither part, a foreign investor may invest on the same terms as a Vietnamese company, including 100% ownership, and the registration authority may not impose additional conditions.

Market access is the first of two filters. A line open to foreign investment may still be a conditional business line under Article 7, in which case the company, whoever owns it, needs a licence, certificate or approval before trading. The two lists are routinely confused in commentary; the table below separates them. The Ministry of Finance publishes the market access conditions, with the treaty basis for each, on the National Investment Information System, and the registration authority applies them when it issues an IRC or registers a capital contribution under Article 21.

The 23 closed lines

The lines closed to foreign investors reflect public-order, security and State-monopoly concerns rather than industrial policy. They include press and news-gathering activities; investigation and security services; judicial administrative services such as notarial, bailiff and judicial-assessment services; public postal services; the trading of goods and services on the State's exclusive-trading list; lottery and certain gambling activities outside licensed casinos; marine fishing in Vietnamese waters; collection and trading of certain wild plants and animals; activities relating to national defence and security; and services tied to the exercise of State administration. A foreign investor cannot enter a closed line through a Vietnamese nominee: nominee holdings are expressly prohibited by Decree No. 296/2026/ND-CP and the beneficial owner must be declared (Beneficial ownership and transparency).

The 62 conditional lines and the four kinds of condition

The second part of Appendix I lists 62 lines in which foreign investment is allowed subject to conditions. Banking, insurance, securities and fund management, telecommunications, education, healthcare, real estate business, logistics and transport services, advertising, legal services, accounting and audit, tourism, audiovisual and entertainment services, electronic games, and several agricultural and resource activities are among them. The conditions take four forms, often in combination.

Types of market access condition

1. A foreign ownership capA ceiling on the foreign share of charter capital. Examples: an aggregate cap of 30% in a Vietnamese commercial bank in general, with 49% permitted for banks that took over weak banks under Decree No. 69/2025/ND-CP; 49% in facilities-based telecommunications services and 65% in certain non-facilities-based services under Vietnam's WTO schedule; 34% in a Vietnamese airline; and caps in advertising, logistics sub-sectors and audiovisual services.
2. A required investment form or partnerSome lines may be entered only through a joint venture with a Vietnamese partner (advertising services, some logistics services), only through a Vietnamese company rather than a branch, or only by investors with a defined track record (for example, foreign higher-education providers).
3. A limit on scopeThe service may be provided only to certain customers, in certain forms or in certain areas: for example, foreign-invested schools may admit Vietnamese pupils only within set proportions, and foreign-invested distributors may not trade in certain goods such as rice, sugar, books, newspapers and pharmaceuticals.
4. Treaty-based conditionsWhere Vietnam's WTO services schedule, the CPTPP, the EVFTA, the UKVFTA, the ASEAN agreements or another treaty gives investors from a treaty partner better terms, those terms apply to investors that qualify under the treaty's rules of origin. Investors from states without a relevant treaty face the general condition or are considered case by case.

The conditional business lines (all investors)

Article 7 of the Law on Investment treats as conditional those business lines whose exercise must satisfy conditions for reasons of national defence and security, public order, social ethics or public health. Appendix IV of the law as enacted lists 198 lines, but from 1 July 2026 to 28 February 2027 Government Resolution No. 66.17/2026/NQ-CP applies a reduced list of 142, and from 1 March 2027 Law No. 24/2026/QH16 replaces Appendix IV with a list of 137. The lines run from banking, insurance, securities, telecommunications and electricity to education, healthcare, real estate business, audit, law practice, labour sub-leasing, crypto-asset services and personal data processing services; accounting services left the list on 1 July 2026 (and the Ministry of Home Affairs proposed in August 2026 to take labour sub-leasing off it through an amendment to the Labour Code). The condition may be a licence, a certificate, a practising certificate, a written approval, or published requirements that are checked afterwards, and the trend of the 2025 and 2026 reforms is to move lines from pre-licensing to post-inspection. The conditions apply to Vietnamese and foreign investors alike; the foreign investor meets them in addition to any market access condition.

Trading, distribution and retail: the business licence

A foreign-invested enterprise that imports, exports, distributes or retails goods in Vietnam needs, in addition to its enterprise and investment registration, a business licence (giấy phép kinh doanh) for those trading rights and a retail outlet licence for each shop; a domestic company needs neither. Until 17 October 2026 Decree No. 09/2018/ND-CP governs: the provincial Department of Industry and Trade issues the licences, in some cases after consulting the Ministry of Industry and Trade, and a second or later outlet, or a first outlet of 500 m² or more outside a shopping centre, requires an economic needs test. Decree No. 342/2026/ND-CP replaces it from 18 October 2026, moving licensing to the provincial People's Committees, removing the mandatory ministry consultation for outlets and widening the economic needs test exemptions for investors from treaty partners such as CPTPP, EVFTA and UKVFTA states. The licence is also required for a foreign-invested manufacturer that wishes to import and distribute goods it does not make, and for e-commerce retail; it is not required to sell goods the enterprise manufactures in Vietnam.

How to check a sector before you commit

Start from the exact activity, classified by its VSIC code under Decision No. 27/2018/QD-TTg, because both lists work by line and the registration office will register codes, not descriptions. Check the closed and conditional parts of Appendix I of Decree No. 96/2026/ND-CP; check Appendix IV of the Law on Investment for conditions; read Vietnam's WTO schedule of specific commitments in services and the relevant chapter of the CPTPP, EVFTA or UKVFTA for treaty terms; then read the sector law for ownership caps, legal capital and licensing conditions. The Ministry of Finance's published market access conditions on the National Investment Information System cite the treaty basis for each line and are the registration authorities' working reference. Because a company registers several lines, each must clear both lists, and the most restrictive condition governs the structure. Where a line is not mentioned in any commitment and not on the market access list, Article 8 means it is open; registration offices now apply that rule rather than requiring case-by-case ministry opinions, which was the practice before 2021.