Foreign ownership restrictions are determined by a combination of the Law on Investment, sector-specific legislation, Vietnam's WTO and FTA commitments, and other applicable regulations. In certain cases, the company's own charter may also impose a lower foreign ownership limit.
Understanding the applicable foreign ownership limit is one of the first and most important steps when structuring an FDI project in Vietnam. It can determine whether an investor can establish a 100% foreign-owned company, must establish a joint venture, or needs to consider another investment structure.
1. Default rule: up to 100% foreign ownership
Under Vietnam's current investment framework, if the proposed business activity is not prohibited and is not subject to restricted market access for foreign investors, foreign investors can generally own up to 100% of the charter capital of a Vietnamese company. Vietnam therefore follows a "negative list" approach to foreign market access: sectors that are not prohibited or restricted are generally open to foreign investors.
Common sectors where 100% foreign ownership is generally available include software and IT services, data and technology services, light manufacturing and assembly, many consulting and professional services, and many trading and export-oriented activities.
However, a sector being generally open does not necessarily mean no additional licensing or operational conditions apply. Investors should distinguish between foreign ownership restrictions, market access conditions, business licensing requirements, and operational conditions applicable after establishment.
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Talk to us →Where foreign ownership is restricted or prohibited
As of 2026, roughly 23–25 business lines are entirely closed to foreign investment, and 59–60+ business lines carry caps, joint-venture requirements, or special licensing. Restrictions are concentrated in regulated or strategically sensitive sectors:
| Sector | Activity | Foreign ownership | Structure / key restriction |
|---|---|---|---|
| Banking | Commercial banks | 30% | Aggregate foreign ownership generally capped at 30%. In certain compulsory-transfer cases, the cap may rise to 49%. |
| Banking | Non-bank credit institutions | ~50% | Subject to sector-specific regulations. |
| Finance | Securities companies / fund management | 50–51% | Depends on the specific license type and applicable regulations. |
| Telecommunications | Facilities-based / infrastructure services | 49% | A joint venture with a Vietnamese enterprise is mandatory. |
| Telecommunications | Non-facilities-based services | 49–65% | Depends on the specific telecommunications sub-sector. |
| Transport | Airlines / air transport services | 34% | Cap is 34% as of mid-2026; proposals to raise it to 49% remained under draft. |
| Transport | Inland waterway / rail freight | 49% | Subject to applicable sector-specific restrictions. |
| Transport | Road passenger transport | ~49% | Subject to applicable sector-specific restrictions. |
| Ports | Maritime container handling / certain port services | ~50% | May vary between 49% and 51%, depending on the exact activity. |
| Advertising | Advertising agencies | <100% | 100% foreign ownership is not permitted; foreign participation is restricted and may require a JV structure. |
| Entertainment | Film production/distribution, entertainment, electronic gaming | 49–51% | JV or BCC structures may be required depending on the specific activity. |
| Publishing | Publishing and press-related activities | Restricted / prohibited | Many activities are prohibited or heavily restricted for foreign investors. |
| Education | Education and training | Conditional | Ownership caps may apply in certain sub-sectors, together with specific licensing and operational conditions. |
| Real estate | Residential property ownership | Quota-based | Foreign individuals may own certain residential properties subject to statutory quotas, including a 30% condominium unit quota in certain cases. |
| Real estate | Real estate development | Conditional | Foreign investment is permitted subject to applicable market access, licensing and sector-specific requirements. |
Note: the percentages above are indicative and should not be treated as a substitute for a sector-specific legal review. The applicable limit may vary depending on the exact business activity, applicable VSIC code, investment structure, licensing regime and current sector-specific regulations.
How is the foreign ownership limit determined?
The applicable limit cannot always be determined simply by looking at the general industry name. For a specific project or M&A transaction, the analysis should generally consider:
3.1 Sector classification
The exact business activities and VSIC codes determine whether the business falls within a restricted sector — a broad label like "technology" or "logistics" isn't enough.
3.2 WTO & FTA commitments
Vietnam's WTO Schedule of Specific Commitments in Services sets baseline caps for telecoms, logistics, distribution and other services; applicable FTAs may add further rules.
3.3 Domestic sector-specific laws
Banking, telecom, transport, securities, education, real estate and other regulated sectors carry their own restrictions layered on top of the general framework.
3.4 Company charter
For listed or public companies, the charter may set a foreign ownership limit lower than the legal maximum — but never higher.
3.5 Default rule where no cap applies
Where no specific restriction applies and the sector isn't subject to restricted market access, foreign investors may generally collectively own up to 100%.
Why foreign ownership limits matter for FDI structuring
Foreign ownership restrictions are not merely an incorporation issue — they can affect the investor's entire investment strategy.
Greenfield investment
The limit determines whether the investor can establish a 100% foreign-owned LLC, a 100% foreign-owned JSC, or must set up a joint venture with a Vietnamese partner.
M&A transactions
When acquiring an existing company, the limit determines the maximum acquisition percentage, registration requirements, and whether a Vietnamese shareholder must remain.
Future expansion
Once a Vietnamese entity is more than 50% foreign-owned, its own downstream investments become subject to foreign-investor market access conditions.
Key takeaway
If a business sector is not prohibited or restricted for foreign investors, 100% foreign ownership is generally permitted. The difficulty lies in determining whether a particular activity is actually restricted and, if so, which specific restriction applies.
Before establishing an FDI company or acquiring an existing Vietnamese business, investors should conduct a foreign market access and ownership assessment based on the exact business activities and VSIC codes, the investor's nationality and structure, applicable WTO/FTA commitments, the Law on Investment, relevant sector-specific laws, existing foreign ownership in any target company, and the proposed governance structure.