Foreign Ownership Limits in Vietnam: Sector Restrictions Explained (2026)
By Dee (Diep) Hoang, Viora (Tien) Tran
Vietnam allows 100% foreign ownership in more sectors than most investors expect. But across telecoms, transport, entertainment, real estate, and dozens of other business lines, caps range from 49% to an outright joint-venture requirement. Get the sector classification wrong, and your deal structure may not be legally permissible.
The rule is simple — check the Negative List
Vietnam's Law No. 143/2025/QH15 on Investment (the 2025 Investment Law) and Decree No. 96/2026/ND-CP govern foreign market access through a Negative List. If your business line is not on the list, you can own 100%. If it is, it falls into one of two categories: completely off-limits, or subject to a cap or joint-venture requirement.
Sectors where foreign investment is prohibited
The following business lines are closed to foreign investors entirely (Section A, Appendix I, Decree 96):
| # | Prohibited business line |
|---|---|
| 1 | Press activities and news collection |
| 2 | Fishing and marine resource exploitation |
| 3 | Investigation and security services |
| 4 | Judicial administrative services (notarisation, bailiff, property auction, judicial assessment) |
| 5 | Guest worker services under contracts |
| 6 | Garbage collection directly from households |
| 7 | Public postal services |
| 8 | Merchanting trade of goods |
| 9 | Temporary import for re-export |
| 10 | Import and dismantlement of used seagoing ships |
| 11 | Public survey services (opinion polling) |
| 12 | Blasting services |
| 13 | Industrial property representative and IP assessment services |
| 14 | Maritime signal, navigational channel, and nautical chart services |
| 15 | Maritime safety regulatory and electronic information services |
| 16 | Vehicle inspection and certification services |
| 17 | Natural forest investigation, assessment, and exploitation |
| 18 | Research or use of genetic resources of new domestic animal strains before MoAE approval |
| 19 | Trading in goods on the State monopoly list |
| 20 | Import/distribution of goods on the foreign-restricted list |
| 21 | Collection and handling of public property at armed forces units |
| 22 | Construction of cemetery infrastructure for land-use-right transfer |
| 23 | Travel services (except inbound international tourism) |
Sectors where foreign ownership is capped or requires a joint venture
The table below consolidates the most commonly encountered ownership restrictions from Vietnam's WTO commitments and domestic specialised laws (Section B, Appendix I, Decree 96). This is not an exhaustive list — Section B contains over 60 restricted business lines.
| Sector | Sub-sector | Market access condition |
|---|---|---|
| Telecoms | Basic telecoms (voice, data, leased lines, IXP) | 49% with infrastructure; 65% without |
| VPN services | 49% with infrastructure; 70% without | |
| Value-added services (email, internet access, EDI) | 50% with infrastructure; 65% without | |
| Banking | Foreign individual in credit institution | 5% of charter capital |
| Foreign institutional investor | 15% of charter capital | |
| Foreign strategic investor | 20% of charter capital | |
| Foreign investor + related persons combined | 20% of charter capital | |
| All foreign investors — commercial bank (aggregate) | 30% | |
| All foreign investors — non-bank credit institution (aggregate) | 50% | |
| Mandatory transfer banks (special exception) | Up to 49% for duration of approved transfer plan | |
| Advertising | Advertising services | JV required, no cap on foreign stake. 100% foreign-owned not permitted — must be JV or BCC |
| Education | Secondary education | Unbound under WTO — subject to domestic law |
| Energy | Hydropower, offshore wind, nuclear | Restricted — conditions per specialised energy law. Caps and licensing vary by power source and project scale |
| Ports & aerodromes | River ports, seaports | JV required under WTO; foreign stake varies by service type |
| Aerodromes | Governed by aviation law with separate licensing | |
| Real estate | Real estate business | No percentage cap. Restriction is on permitted forms and scope: foreign-invested organisations (meeting Investment Law procedures) may invest-build-sell/lease, invest in infrastructure, sublease. Same forms as overseas Vietnamese non-citizens |
| Distribution | Commission agents, wholesale, retail | Excluded goods: cigarettes, books, newspapers, video, precious metals, pharma, explosives, oil, rice, sugar. Each additional retail outlet beyond the first requires an Economic Needs Test |
| Tourism | Travel agencies & tour operators | JV required, no cap on foreign stake. Limited to inbound services and domestic travel for inbound tourists. Outbound travel: not permitted. Tourist guides must be Vietnamese citizens |
| Tourism promotion | Tourism promotion and advertising | JV required (same as advertising). Additional licensing may apply |
| E-commerce | E-commerce platforms, social networks in e-commerce | No headline percentage cap. Foreign investors must follow Investment Law procedures (Art. 21). A foreign investor controlling a top-5 e-commerce enterprise (by traffic, sellers, transactions, value) is subject to national security assessment by MoPS |
| Transport | Inland waterway (passenger & freight) | 49% JV |
| Rail (freight only) | 49% JV. Passenger: unbound (not committed) | |
| Road — passenger | 49% JV | |
| Maritime — fleet under national flag | 49% JV | |
| Maritime container handling | 50% JV | |
| Other cargo handling (excl. airports) | 50% JV | |
| Film & entertainment | Film production | 51% JV or BCC only |
| Film distribution | 51% JV or BCC only | |
| Cinema exhibition | 51% JV or BCC only | |
| Entertainment (theatres, live music, circus) | 49% JV | |
| Electronic gaming | 49% JV or BCC only | |
| Agriculture | Agricultural, hunting & forestry support | JV or BCC required, max 51% |
The conditions for each restricted business line are published and updated on the National Investment Portal (Article 18, Decree 96). Where a new law has changed the conditions but the portal has not yet been updated, the new law applies directly.
Three rules deal teams often miss
(1) Dual-nationality choice. A Vietnamese citizen who also holds foreign nationality may choose domestic or foreign investor treatment — but not both. The choice determines the entity's classification permanently (Article 16(2), Decree 96).
(2) Uncommitted sectors default to open. If Vietnam has not made a WTO commitment for a business line and domestic law does not restrict foreign access, the foreign investor gets the same treatment as a domestic investor (Article 17(4), Decree 96).
(3) Lowest cap wins. If the target operates in multiple business lines with different caps, the foreign holding must not exceed the lowest one (Article 17(10)(d), Decree 96). Check every business line, not just the primary revenue stream.
What this means for your deal
Before committing to a structure, verify:
(1) Check the Negative List for every business line the target operates in. The lowest cap determines the maximum permissible foreign stake.
(2) Check both the WTO schedule and domestic law — a sector can be open under one but restricted under the other.
(3) Confirm whether any conditional business licences impose stricter conditions beyond the Negative List caps.
Missing a restriction in due diligence can require a full restructuring — ownership split, governance, Vietnamese partner, and approval timeline. The earlier it is identified, the lower the cost.
For advice on how foreign ownership limits affect your Vietnam transaction, contact Dilinh Legal at contact@dilinh.com.
About the author
Diep Hoang is the Founding Partner of Dilinh Legal, a business law firm in Ho Chi Minh City. She founded the firm in 2010 and has built it into one of Vietnam's leading practices in Corporate and M&A. Diep has been ranked by Chambers as a leading lawyer in Corporate & M&A since 2020. Dilinh Legal is ranked by Chambers Asia in Corporate & M&A, Dispute Resolution, and Labour & Employment, and by Legal500 in Corporate & M&A and Dispute Resolution.
This article is for general information only and does not constitute legal advice. For further information, please contact Dilinh Legal at contact@dilinh.com | +84 (28) 73000864 | dilinh.com