Vietnam Sector Licences, Public Contracts and Exit: FAQs
Many sectors in Vietnam need a licence on top of company registration, foreign ownership caps apply in some, public contracts follow procurement rules, and every investment needs an exit plan. These answers cover the regulators, the approvals and how to sell or close a Vietnamese business.
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Which business lines need extra licences beyond company registration?
Under Article 7 of Law No. 143/2025/QH15 on Investment, business lines affecting defence, security, public order, social ethics or public health are conditional, and from 1 July 2026 the list in Appendix IV contains 198 lines, from banking, insurance, securities, telecoms and electricity to education, healthcare, real estate business, accounting, audit, crypto-asset services and personal data processing services. Conditions may be a licence, certificate, practising certificate, written approval or published requirements checked afterwards, with many moving to post-inspection. Foreign investors must also meet market access conditions, such as ownership caps, in the Government's list under Decree No. 96/2026/ND-CP. Domestic investors face the same sector conditions but not the foreign market access list.
How do I get a licence for a bank or fintech, and how much of a bank can I own?
The State Bank of Vietnam (SBV) licenses credit institutions, foreign bank branches and payment intermediaries under Law No. 32/2024/QH15 on Credit Institutions, effective 1 July 2024, applying capital, governance and fit-and-proper tests. Foreign investors buying into a Vietnamese commercial bank are capped at 30% in aggregate, with 15% for a single foreign institution and 20% for a strategic investor, although Decree No. 69/2025/ND-CP allows up to 49% in a bank that is not majority state-owned and takes over a weak lender. Decree No. 94/2025/ND-CP, effective 1 July 2025, created an SBV sandbox for credit scoring, open API and peer-to-peer lending, for up to two years, open to companies in Vietnam but not cross-border providers.
What is the process for investing in energy and power projects?
Power generation, transmission, distribution and trading are conditional under Law No. 61/2024/QH15 on Electricity, effective 1 February 2025, and need an electricity operation licence under Decree No. 61/2025/ND-CP, with projects fitting the national power development plan. Vietnam Electricity (EVN) remains the main buyer and grid operator. Decree No. 57/2025/ND-CP lets renewable generators sell directly to large consumers by private line or through the national grid, and Decree No. 58/2025/ND-CP covers renewables and rooftop solar; both were amended by Decree No. 243/2026/ND-CP. National Assembly Resolution No. 253/2025/QH15 adds special mechanisms for 2026 to 2030, including negotiated direct purchase prices. Investment, land and environmental approvals also apply.
How do telecoms and digital businesses get licensed, and what are the ownership caps?
Telecoms services are licensed under Law No. 24/2023/QH15 on Telecommunications, effective 1 July 2024, and Decree No. 163/2024/ND-CP, by the Ministry of Science and Technology, which absorbed the former Ministry of Information and Communications in 2025. Under Vietnam's WTO commitments, foreign ownership of facilities-based services, which own network infrastructure, is capped at 49%, with up to 65% for non-facilities-based services, and a foreign investor's project in telecoms with network infrastructure needs the Prime Minister's investment policy approval under Article 24 of the Law on Investment. Data centre and cloud services, by contrast, may be 100% foreign-owned and need only registration, or notification for offshore providers. Cybersecurity and data localisation rules apply too.
What licences do I need to trade, distribute or open shops?
A foreign-invested enterprise that imports, distributes or retails goods needs a business licence for these trading rights and a retail outlet licence for its shops, on top of enterprise and investment registration; a domestic company needs neither. Until 17 October 2026, Decree No. 09/2018/ND-CP applies: the provincial Department of Industry and Trade issues licences, sometimes after consulting the Ministry of Industry and Trade, and additional outlets face an economic needs test unless exempt. Decree No. 342/2026/ND-CP, effective 18 October 2026, replaces it, moving licensing to provincial People's Committees, dropping the mandatory ministry consultation for outlets and widening economic needs test exemptions for investors from treaty partners such as CPTPP, EVFTA and UKVFTA countries.
How do public procurement and PPPs work for foreign companies?
Public procurement is governed by Law No. 22/2023/QH15 on Bidding, effective 1 January 2024 and amended most recently by Law No. 90/2025/QH15 from 1 July 2025, with Decree No. 214/2025/ND-CP on contractor selection. Tenders are published and run on the National E-Procurement System, and international bidding is allowed only in defined cases, such as where domestic contractors cannot meet the requirements; foreign contractors must then usually form a joint venture with, or subcontract to, a Vietnamese contractor. Infrastructure PPPs follow Law No. 64/2020/QH14 on PPP Investment, amended in 2024 and 2025 and detailed by Decree No. 243/2025/ND-CP, covering BOT, BT, BTL and other contracts, with state capital generally up to 50%. Study bid documents and security requirements early.
Enterprises keep books under Law No. 88/2015/QH13 on Accounting and Vietnamese Accounting Standards (VAS), following the enterprise accounting regime in Circular No. 99/2025/TT-BTC, which replaced Circular No. 200/2014/TT-BTC from 1 January 2026. Financial statements filed with authorities must be in VND, although a foreign currency may be used for bookkeeping where it is the main transaction currency. Under the IFRS roadmap in Decision No. 345/QD-BTC, eligible groups, including some foreign-owned companies, could apply IFRS voluntarily, with compulsory use for certain entities planned after 2025. Every foreign-invested enterprise must have annual financial statements audited by an independent audit firm licensed in Vietnam and filed within 90 days of year end, and key records kept for ten years.
What approvals are needed when a foreign investor buys into a Vietnamese company?
Under Article 21 of Law No. 143/2025/QH15 on Investment, a foreign investor must register a capital contribution or share purchase with the investment registration authority, usually the provincial Department of Finance, before the change of members or shareholders if it increases foreign ownership in a business line with foreign market access conditions, takes foreign ownership above 50% or increases it once above 50%, or involves a company with land on islands, in border or coastal communes or defence-sensitive areas. Enterprise registration and beneficial owner details are then updated, and merger control or sector consents may apply. A foreign corporate seller of an unlisted stake pays 2% tax on gross proceeds under Decree No. 320/2025/ND-CP. A domestic buyer needs no such registration.
How do I wind up a company or close an investment project?
A solvent company can dissolve voluntarily under Law No. 59/2020/QH14 on Enterprises, as amended in 2025, and Decree No. 168/2025/ND-CP once it has paid all debts, tax, social insurance and employee entitlements and has no pending court or arbitration dispute, filing notices with the Business Registration Office of the provincial Department of Finance and finalising tax before deregistration. A foreign investor must also terminate its investment project under Article 36 of Law No. 143/2025/QH15, and the authority can terminate a project itself, for example 24 months after it misses its schedule. Insolvent businesses fall under Law No. 142/2025/QH15 on Recovery and Bankruptcy, effective 1 March 2026, which replaced the 2014 Bankruptcy Law and adds a rehabilitation procedure.
Where can I check the latest law, and who can advise me?
Primary sources include the national legal database run by the Ministry of Justice (vbpl.vn), the Official Gazette (congbao.chinhphu.vn) and the websites of the Ministry of Finance, the State Bank of Vietnam and the relevant sector ministry; English translations are useful, but only the Vietnamese text is authoritative. For advice on your specific situation, engage a Vietnamese lawyer who holds a practising certificate and is a member of a provincial bar association under the Vietnam Bar Federation, and a licensed tax agent where needed, because this site provides legal information, not legal advice. See the Be Vietnam Wise guide How to find and check a lawyer in Vietnam before you instruct one. These FAQs are re-checked against official sources regularly, but rules change, so always confirm important points directly before you commit.
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This page gives legal and tax information, not legal advice. Rates, thresholds and procedures change; the answers are re-checked against official sources every month, but you should confirm anything important with the relevant authority or a licensed Vietnamese lawyer before you act.