Foreign ownership limits and market access rules in Vietnam by sector

Foreign ownership limits in Vietnam apply to a minority of business activities, but where they apply, they decide the whole structure of the investment. A logistics group can own 100% of a warehousing company and still be capped at 51% the moment it adds trucking.

That is the core point of this page. Limits attach to specific activities, often identified by the service codes in Vietnam's WTO commitments, not to broad industries like "logistics" or "media". This page sets out those limits with their legal basis. The registration procedure itself is covered in the guide to set up company in Vietnam.

A note on sources before the tables. Ownership figures come from 3 layers: the Law on Investment 2025 and Decree 96/2026/ND-CP, Vietnam's WTO Schedule of Specific Commitments, and sector laws. Where a figure has not been confirmed against the current text, this page says so rather than presenting it as settled.

Can foreigners invest in every business sector in Vietnam?

No, but they can invest in most. The rule runs in this direction: everything is open unless a list says otherwise.

Article 8 of the Law on Investment 2025 (Law No. 143/2025/QH15, effective 1 March 2026) gives foreign investors the same market access as domestic investors, except for activities on the restricted list. Decree 96/2026/ND-CP, effective 31 March 2026, publishes that list in its Appendix I in 2 parts:

Section A includes activities such as press and news agencies, security services, notarization, fishing, and certain public postal services. For these, the question of an ownership percentage never arises.

Everything outside Sections A and B is open on the same terms as domestic investment, which in practice means up to 100% foreign ownership. In other words, foreign ownership limits in Vietnam are the exception, and they have to be found in a specific provision before they apply.

Market access conditions for foreign investors

For the 62 activities in Section B, Article 8.3 of the Law on Investment 2025 allows 5 types of condition:

1. Ownership ratio: a maximum share of charter capital held by foreign investors.
2. Form of investment: for example, only through a joint venture or a business cooperation contract.
3. Scope of activities: for example, inbound tourism only, or limits on the number of outlets.
4. Capacity of the investor or partner: experience, licensing or financial thresholds.
5. Other conditions: under sector laws and treaties to which Vietnam is a party.

Foreign ownership limits in Vietnam are only the first of these 5 types. An activity can carry more than 1 condition at once. Road transport is a good illustration: it requires a joint venture (form), caps foreign capital (ratio), and requires drivers to be Vietnamese citizens (an operating condition).

There is also a choice of regime. Where a treaty gives better access than the WTO baseline, the investor may rely on the treaty, but must apply that treaty's terms consistently. This is why the same activity can be open to a Japanese investor on different terms than to an investor from a country without a free trade agreement with Vietnam.

Foreign ownership limits by business sector

The table below lists well-known foreign ownership limits in Vietnam. It is a reference, not a complete list. Read it with 2 cautions. First, each limit applies to the specific activity named, not to the whole industry around it. Second, treaties after the WTO, such as CPTPP or EVFTA, may give investors from member countries better terms.

Notice how the logistics example from the opening plays out. Warehousing and freight forwarding are open. Road transport is capped at 51% and requires a joint venture. A foreign group that wants both often uses 2 entities: a wholly owned company for warehousing and forwarding, and a joint venture, or a contract with a Vietnamese carrier, for the trucks.

Banking and aviation figures come from sector regulation rather than the WTO schedule, and both have been revised in the past. Treat them as the starting point for a check, not the end of it.

How the percentage is counted

Caps refer to the share of charter capital held by foreign investors. Two counting rules matter. Foreign investors' holdings are added together, so 2 unrelated foreign shareholders with 30% each hold 60% between them. And under Article 20 of the Law on Investment 2025, a Vietnamese company more than 50% owned by foreign investors counts on the foreign side when it invests in another company.

A Thai investor holding 40% directly, plus a further 15% through a Vietnamese company that is 60% Thai-owned, may therefore be treated as above a 49% cap even though no single holding exceeds it. Ownership charts should be checked against these rules before the structure is fixed.

Business activities subject to special conditions

Some activities are fully open on ownership but impose other conditions that matter just as much in practice.

Retail distribution. Foreign investors may own 100% of a retail company. Under Decree 09/2018/ND-CP, they still need a business license for retail and, in many cases, an economic needs test for each additional retail outlet.

Education and training. Foreign-invested schools and training centres can be wholly foreign-owned, but must meet investment and facility requirements and obtain an operating license.

Real estate business. Foreign-invested companies can operate in real estate, but the scope of permitted activities is narrower than for domestic companies under the Law on Real Estate Business.

Conditional business lines generally. The Law on Investment 2025 lists conditional business lines in its Appendix IV, now 198 lines, down from 227. These conditions apply to domestic and foreign companies alike. They sit on top of any market access condition.

The practical lesson: an activity can pass the ownership test and still be months away from trading.

When is a Vietnamese joint venture partner required?

A joint venture is required in 2 situations.

Where the activity's form of investment requires it. Under Vietnam's WTO commitments, advertising services may be provided by foreign investors only through a joint venture or business cooperation contract with a Vietnamese partner licensed for advertising. Road transport, as shown above, also requires a joint venture.

Where an ownership cap is below 100%. Any cap, whether 51%, 49% or 34%, means a Vietnamese shareholder must hold the rest. In practice, that shareholder must be a genuine investor. Decree 296/2026/ND-CP, effective 23 July 2026, states expressly that owners must not hold capital on behalf of others, so a nominee arrangement to work around a cap is both unlawful and unenforceable in a dispute.

A Korean advertising agency entering Ha Noi illustrates the first case. Its options are a joint venture with a Vietnamese advertising company or a cooperation contract with one. A 100% subsidiary is not available for that activity, however the subsidiary is structured.

Capital and other investment conditions

Ownership is not the only number that matters.

Legal capital. There is no general minimum capital for foreign-invested companies. Specific activities, such as banking, insurance and airlines, carry their own capital requirements under sector law.

Capacity conditions. Some Section B activities require the investor or its Vietnamese partner to hold a license or track record in the field. The advertising rule above, which requires a licensed Vietnamese partner, is one example.

Indirect foreign ownership. Under Article 20 of the Law on Investment 2025, a Vietnamese company in which foreign investors hold more than 50% of charter capital is treated as a foreign investor when it invests further. A foreign-controlled Vietnamese company cannot be used to step around a cap.

The strictest-condition rule. A company registering several business lines must meet the strictest condition among them. Adding 1 capped activity to an otherwise open company can reduce the permitted foreign ownership for the entire company.

For the wider set of conditions that every foreign investor must meet, including investor eligibility, premises and beneficial ownership, see the overview of foreign investment requirements in Vietnam.

How to check whether your business activity is permitted

A reliable check follows 5 steps.

1. Describe the activity precisely. "Logistics" is not an activity. "Freight forwarding", "warehousing" and "road freight transport" are.
2. Map it to codes. Identify the Vietnamese industry code (VSIC) you will register and, for services, the matching CPC code in the WTO schedule.
3. Check Decree 96/2026/ND-CP, Appendix I. Is the activity in Section A (closed), Section B (conditional), or neither (open)?
4. Check the treaty that applies to you. Compare the WTO commitment with any free trade agreement covering the investor's nationality, and choose the regime consistently.
5. Check sector law and Appendix IV. Even with ownership cleared, a sector license or conditional business line rule may apply.

Step 2 causes most mistakes when checking foreign ownership limits in Vietnam. VSIC codes and CPC codes do not map neatly, and a wrong mapping can lead an investor to assume an activity is open when the relevant service is capped, or the reverse.

Common legal risks when assessing market access

Reading the industry, not the activity. "Media", "logistics" and "tourism" each contain open and restricted activities.

Relying on old tables. Many published tables of foreign ownership limits in Vietnam still cite decrees that have been replaced. The 2026 list sits in Decree 96/2026/ND-CP, and sector rules such as those for banking have been updated.

Ignoring nationality. The same activity may be capped for 1 investor and more open for another, depending on treaty coverage.

Registering extra lines "just in case". One capped line can lower the cap for the whole company.

Using nominees. Now expressly prohibited, and the beneficial owner must be declared to the individual level.

Assuming open means unlicensed. Retail, education and many other open activities still need sector licenses.

Frequently asked questions about foreign investment conditions

Do foreign ownership limits in Vietnam stop a foreigner from owning 100% of a company?

No, for any activity outside the restricted list in Decree 96/2026/ND-CP and without a cap under treaties or sector law. That covers most manufacturing, consulting, software, trading and wholesale activities.

Where is the official list of restricted activities?

In Appendix I of Decree 96/2026/ND-CP: Section A for activities not yet open and Section B for activities open with conditions.

Do free trade agreements change ownership limits?

They can. Investors from countries covered by agreements such as CPTPP or EVFTA may have better terms than the WTO baseline for some activities.

What happens if a company has 1 capped activity among many?

The strictest condition applies to the company as a whole, so the foreign ownership cap for that activity limits the entire company.

Are airline ownership limits changing?

A proposal to raise the cap from 34% to 49% was discussed in 2026. Until a new decree is issued, the 34% limit under Decree 89/2019/ND-CP remains the reference.

Check the activity, not the label

If you take one step before talking to anyone else, write a single sentence describing exactly what your Vietnamese company will do and for whom. That sentence decides which of the foreign ownership limits in Vietnam, if any, applies to you.

LHD Law Firm reviews business activities against Decree 96/2026/ND-CP, treaty commitments and sector law, and confirms the permitted ownership structure before investors commit capital.

• Ho Chi Minh City: HP Tower, Floor 7, 60 Nguyen Van Thu Street, Tan Dinh Ward. Tel: +84 28 2244 6739. Email: all@lhdfirm.com
• Ha Noi: Anh Minh Tower, Floor 4, 36 Hoang Cau Street, O Cho Dua Ward. Tel: +84 24 6260 4011. Email: hanoi@lhdfirm.com
• Da Nang: 71 Ly Tu Trong Street, Thach Thang Ward. Tel: +84 905 987 929. Email: danang@lhdfirm.com

Legal sources referenced: Law on Investment 2025 (Law No. 143/2025/QH15, Articles 8 and 20, Appendix IV), Decree 96/2026/ND-CP (Appendix I), Vietnam's WTO Schedule of Specific Commitments in Services, Decree 89/2019/ND-CP, Decree 155/2020/ND-CP (Article 139), Decree 09/2018/ND-CP, Decree 296/2026/ND-CP.