Market access conditions for foreign investors in Vietnam are the conditions a foreign investor must meet to invest in a sector on the government's list of sectors with restricted market access (Article 3(10) of the Investment Law 143/2025/QH15). Vietnam uses a negative list: outside that list, a foreign investor is treated like a domestic one (Article 8(1)). The current list is Appendix I of Decree 96/2026/ND-CP. It has two sections: 23 sectors still closed to foreign investors, and 62 sectors open on conditions. The appendix only names the sectors. The actual conditions, such as foreign ownership limits or a joint-venture requirement, come from sector laws and from Vietnam's treaty commitments, starting with its WTO schedule.
Many guides still quote Decree 31/2021/ND-CP, with 25 closed and 59 conditional sectors. Those are the 2021 figures: Decree 239/2025/ND-CP had already cut them to 23 and 61 from 3 September 2025, and both decrees stopped applying on 1 March 2026 (Article 111(3)(a) and (c) of Decree 96/2026). Even the official lookup pages on the National Investment Information Portal, when we checked them, still followed the old list.
What market access conditions for foreign investors cover#
Article 8(2) of the Investment Law lets the government publish the list of restricted sectors, based on laws, ordinances, decrees and the international treaties Vietnam has joined. Article 8(3) then sets out five types of market access conditions for foreign investors. One sector can carry several at once:
| Type of condition (Article 8(3)) | In practice | Typical form |
|---|---|---|
| (a) Foreign ownership of charter capital | A cap on the foreign share of the company | Foreign capital not above 49%, 50% or 65% |
| (b) Form of investment | The route in | Joint venture or business cooperation contract (BCC) only, no wholly foreign-owned company |
| (c) Scope of activities | Which part of the sector | Some sub-sectors, products or services excluded |
| (d) Capacity of the investor; local partner | Who may invest, and with whom | The Vietnamese partner must already be licensed in the sector |
| (dd) Other conditions | Anything else in a law, decree or treaty | An economic needs test for additional retail outlets |
The third column only illustrates the forms these conditions take; sector-specific examples follow below.
On top of the negative list, foreign investors and foreign-invested companies must meet any conditions on land, labour, natural resources, state-monopoly goods and services, housing and real estate, state subsidies and participation in equitisation of state companies (Article 15(3) of Decree 96/2026). These apply even outside Appendix I.
Market access conditions are not the same as conditional business lines#
Vietnam runs two separate filters. Conditional business lines (Article 7 of the Investment Law) apply to every investor, Vietnamese or foreign. Market access conditions apply only to foreign investors and to companies treated as foreign investors. A sector can sit in one list, both, or neither. Advertising is the usual example: it is not a conditional business line for a Vietnamese company, but it is item 6 of Section B of Appendix I for a foreign investor. The handbook entry on conditional business lines in Vietnam compares the two filters in detail.
Trading activities face a third layer. From 18 October 2026, Decree 342/2026/ND-CP requires a foreign-invested company to hold a Business Licence for nine groups of activities, including retail distribution, logistics (except sub-sectors Vietnam has committed to open) and running an intermediary e-commerce platform (Article 5(1)). Meeting the market access conditions does not replace that licence.
Who must meet market access conditions in Vietnam#
Appendix I applies to two groups (Article 16(1) of Decree 96/2026):
- Foreign investors: individuals with a foreign nationality and organisations set up under foreign law (Article 3(19) of the Investment Law).
- Vietnamese companies more than 50% foreign-owned, directly or through another company that is itself more than 50% foreign-owned (Article 20(1)(a) to (c) of the Investment Law), when they set up another company, buy into a company or sign a BCC.
A company outside these three cases invests further under domestic rules (Article 20(2)). But when a foreign investor buys into that company, the foreign investor still has to meet the market access conditions (Article 21(2)(a)).
A Vietnamese citizen who also holds a foreign nationality may choose to invest under domestic rules or foreign-investor rules. Choosing domestic rules means giving up the rights and obligations of a foreign investor (Article 16(2) of Decree 96/2026).
Worked example (hypothetical figures). Company A, a Vietnamese company, has three members: a Singapore investor X with 40%, Company B with 15%, and a Vietnamese individual with 45%. Company B is a Vietnamese company 60% owned by a Japanese investor, so B falls under Article 20(1)(a). Foreign investors and point (a) companies together hold 40% + 15% = 55% of A, which is above 50%, so A falls under Article 20(1)(c). If A buys into an advertising agency, it must meet the market access conditions and follow the foreign-investor procedure, even though A is a Vietnamese company. If B were exactly 50% foreign-owned, B would not count, and A would sit at 40%.
The 2025 law no longer mentions setting up another company or signing a BCC in Article 20(1), unlike Article 23(1) of the 2020 law. Decree 96/2026 still applies Appendix I to both (Article 16(1)(b); Article 104(2)). Our reading is that companies should follow the decree. See also business cooperation contracts in Vietnam.
The negative list in Appendix I of Decree 96/2026#
Appendix I gives sector names only, with no economic activity codes and no conditions. Foreign investors may not invest in Section A sectors (Article 17(2)); for Section B sectors they must meet the conditions published under Article 18 (Article 17(3)).
Section A: 23 sectors closed to foreign investors#
| Group | Sectors (item numbers in Section A) |
|---|---|
| State monopoly, security, justice | Goods and services under state trading monopoly (1); press and news gathering (2); investigation and security services (4); judicial administrative services: forensic assessment, bailiffs, asset auctions, notarisation, insolvency administrators (5); handling public assets of armed forces units (16) |
| Trade | Goods transit trading (13); temporary import for re-export (14); export, import and distribution rights for goods foreign-invested companies may not trade (15); import and dismantling of used ships (11) |
| Public and social services | Sending workers abroad under contract (6); cemetery infrastructure for land-use right transfer (7); household waste collection (8); public opinion polling (9); public-utility postal services (12); travel agency services, except inbound international tourism (23) |
| Technical, maritime, transport | Blasting (10); maritime aids to navigation, surveys and charts (18); maritime safety control and electronic maritime information (19); inspection and certification of transport vehicles and offshore oil and gas equipment, fishing vessel registration (20) |
| IP, agriculture, forestry, fisheries | Marine fishing (3); industrial property representation and IP assessment (17); natural forest survey and exploitation (21); new livestock genetic resources, breeds and lines before approval or recognition (22) |
Three items catch foreign-invested companies by surprise: transit trading and temporary import for re-export (items 13 and 14) for trading companies; industrial property representation (item 17) for IP consultancies; and travel agency services (item 23), where only inbound international tours are open.
Section B: 62 sectors open on conditions#
| Group | Sectors (item numbers in Section B) |
|---|---|
| Finance | Insurance, banking, securities and related services (4) |
| Media, culture, publishing | Cultural products and video recordings (1); TV programmes, music, theatre, film (2); radio and television broadcasting (3); printing, except packaging without goods labels, and publication distribution (7); publishing houses (39); heritage, copyright, photography, recording, exhibitions, festivals, libraries, museums (52) |
| Telecoms, advertising, e-commerce | Postal and telecommunications (5); advertising (6); intermediary e-commerce platforms, social networks with e-commerce, integrated platforms (56) |
| Trade and distribution | Trading in goods and directly related activities of foreign service suppliers (23); traditional markets (30); commodity exchanges (31) |
| Transport, logistics, ports | Freight and passenger transport by all modes (13); river ports, seaports and airports (18); domestic consolidation (32); logistics (43); coastal shipping (44); air transport support services (50); ship agency and towage (51); maritime pilotage (59) |
| Real estate and construction | Real estate business (19); construction by foreign contractors (20); building materials (46); construction and related engineering (47) |
| Professional services | Surveying and mapping (8); aerial photography (9); legal services (21); technical testing and analysis (24); audit, accounting, bookkeeping and tax (33); valuation of enterprises for equitisation (34); commercial arbitration and mediation (42) |
| Education, health, social | Education (10); health and social services (26); family-related services (55) |
| Tourism, leisure, sport | Betting and casinos (16); tourism (25); sport and entertainment (27); sport, performing arts, fashion, beauty contests, recreation (49); tourism promotion (53); agency and management for artists and athletes (54) |
| Resources, energy, environment | Exploration and processing of minerals, oil and gas (11); hydropower, offshore wind and nuclear power (12); waste collection and environmental monitoring (41) |
| Agriculture, forestry, fisheries | Aquaculture (14); forestry and hunting (15); veterinary services (22); agricultural, forestry and fishery services (35); rare plants and wild animals (45); aerial seeding and spraying (58) |
| Manufacturing | Paper (28); vehicles with more than 29 seats (29); aircraft (36); locomotives and rolling stock (37); tobacco (38); shipbuilding and repair (40); motorcycle assembly (48) |
| Defence and security | Weapons, explosives and support tools (61); military materials and equipment (62) |
| Other | Security guard services (17); cemeteries and funeral services (57); sectors under pilot schemes (60) |
Sector names above are shortened; filings should use the exact wording of Appendix I, which is the full list of restricted sectors for foreign investors.
What changed on 1 March 2026#
The framework itself did not change: Article 8 of the 2025 Investment Law repeats Article 9 of the 2020 law almost word for word, and Articles 15 to 18 of Decree 96/2026 follow the structure of Decree 31/2021. The changes sit in the list and the order of steps when setting up a company. Part of the list had already changed through Decree 239/2025 (Article 1(30) and (31), in force on signing, 3 September 2025), which also moved the job of publishing the conditions to the Ministry of Finance (Article 2(1)).
| Point | Decree 31/2021 (as amended by Decree 239/2025) and Investment Law 2020, to 28 February 2026 | Decree 96/2026 and Investment Law 143/2025 |
|---|---|---|
| Section A / Section B | 25 / 59 sectors in the original text; 23 / 61 from 3 September 2025 | 23 / 62 sectors |
| Weapons, explosives, support tools | Section A (item 11); moved to Section B (item 60) from 3 September 2025 | Section B (item 61) |
| Military materials and equipment | Section A (item 18); moved to Section B (item 61) from 3 September 2025 | Section B (item 62) |
| Livestock breeds | Section A: new livestock genetic resources (item 24) | Adds production and trading of new breeds and lines not yet approved or recognised (Section A item 22) |
| Printing | All printing services (Section B item 7) | Excludes printing of packaging without goods labels (Section B item 7) |
| Construction by foreign contractors | Not listed | New (Section B item 20) |
| Price appraisal | "Price appraisal; valuation of enterprises for equitisation" (Section B item 33) | Only valuation for equitisation (Section B item 34) |
| E-commerce | "E-commerce activities" (Section B item 55) | Only running intermediary platforms, e-commerce social networks and integrated platforms (Section B item 56) |
| Setting up a company | Project and investment registration certificate (IRC) required first, except innovative start-up SMEs and start-up investment funds (Article 22(1)(c) of the 2020 law) and, from 1 July 2025, certain strategic technology, innovation centre and R&D projects (point (d), added by Law 90/2025/QH15) | Company may be set up first, with a market access commitment in the registration form and an IRC within 12 months (Article 19(2) of the 2025 law; Article 72(3) and (4) of Decree 96/2026) |
Three points to read carefully:
- Moving from Section A to Section B does not mean the sector is open. Weapons and military equipment remain governed by their own laws; where a law sets a condition the list has not caught up with, that law applies (Article 18(3) of Decree 96/2026).
- Dropping off the list does not mean no conditions. Price appraisal is no longer in Appendix I, but any condition in the sector law or a treaty still applies under Article 18(3).
- More favourable existing terms are kept. A foreign-invested company already enjoying better terms than the new list keeps the terms in its IRC (Article 52(9) of the Investment Law 143/2025).
Decree 31/2021 ended on 1 March 2026, but Decree 96/2026 took effect on signing, 31 March 2026 (Article 111(1) and (3)). The text does not say which list governed filings made between those dates.
How to check market access conditions in Vietnam: five steps#
The Ministry of Finance must compile the conditions for each Appendix I sector and post them on the National Investment Information Portal, with the sector, the legal basis and the conditions (Article 18(1) and (2) of Decree 96/2026). When we accessed the relevant section of vietnaminvest.mof.gov.vn on 19 October 2026, its pages were dated 13 November 2024. They still use the Decree 31 numbering (logistics is item 42, not 43), still list "e-commerce activities", and the goods-trading page still cites Decree 09/2018/ND-CP, which Decree 342/2026 replaced (Article 45). The portal is useful for sub-sector commitments but not enough on its own.
| Step | What to do | Basis in Decree 96/2026 | What to record |
|---|---|---|---|
| 1 | Describe the actual business: what you sell, to whom, through which channel, own infrastructure or leased | Project file | A list of activities, not a list of codes |
| 2 | Check Section A; if listed, stop | Article 17(2) | "Not in Section A" and the date checked |
| 3 | Check Section B; read the sector page on the portal | Article 17(3); Article 18 | Sub-sector conditions and the page date |
| 4 | Pick one treaty that covers the investor (WTO, CPTPP, EVFTA, bilateral investment treaties) | Article 17(7) to (9) | The chosen treaty |
| 5 | Check new sector laws and uncommitted sectors, then work out the overall foreign ownership limit | Article 17(4), (5), (10); Article 18(3) | Final cap, form and scope |
WTO, CPTPP or EVFTA: which commitments apply?#
Treaties on investment include investment protection agreements, free trade agreements and Vietnam's WTO accession protocol (Article 2(4) of Decree 96/2026). Article 17 sets the rules:
- An investor from a non-WTO country gets the same terms as one from a WTO member, unless Vietnamese law or a treaty says otherwise (Article 17(7)). The WTO schedule is therefore the floor.
- A treaty more favourable than Vietnamese law prevails (Article 17(8)).
- An investor covered by several treaties picks one and applies it to all its sectors, with all its rights and obligations (Article 17(9)). You cannot use CPTPP for one sector and EVFTA for another.
- For sectors Vietnam has not committed (Article 2(12)), foreign investors are treated like domestic ones unless Vietnamese law restricts them (Article 17(4)). A new law restricting an uncommitted sector does not unwind approved investments, but applies to new projects, new acquisitions and new business lines (Article 17(5)).
Foreign ownership limits are aggregated under Article 17(10): several foreign investors together may not exceed the highest cap in any one treaty for that sector; investors from the same country may not exceed the cap in their treaty; securities law prevails for public companies and securities firms where it differs; and a company with several sectors is held to the lowest cap.
Worked example (hypothetical figures). Company D plans two lines: one with a 65% foreign cap and one with a 50% cap. Under Article 17(10)(d), total foreign ownership in D is capped at 50%. To hold 65%, the investor would need to move the second line into a separate company or drop it.
Sector examples: advertising, logistics, distribution, telecoms, software#
The table quotes the portal (pages dated 13 November 2024, not yet updated for Decree 96) and current law to show what market access conditions look like in practice. It does not replace a check against the treaty that applies to your investor.
| Activity | Appendix I | Conditions posted on the portal (summary) | Points from current law |
|---|---|---|---|
| Advertising (CPC 871, excluding tobacco) | Section B, item 6 | Joint venture or BCC with a Vietnamese partner licensed for advertising; no cap on foreign capital in the joint venture | The condition is the form and the partner, not a cap. The portal still cites Decree 181/2013; the Advertising Law was amended by the National Assembly in 2025, so check the current text |
| Logistics | Section B, item 43 | By sub-sector: container handling (not at airports) through a joint venture with foreign capital up to 50%; customs brokerage through a joint venture with no cap; bill of lading checks, freight brokerage and transport documents through a joint venture with no cap (AFAS, EVFTA: no restriction) | A Business Licence is also needed for logistics, except sub-sectors Vietnam has committed to open (Article 5(1)(d) of Decree 342/2026) |
| Distribution (wholesale, retail, commission agents) | Section B, item 23 | WTO commitments exclude certain goods (tobacco, books and newspapers, recorded media, precious metals, pharmaceuticals, explosives, oil, rice, sugar); outlets beyond the first are subject to an economic needs test | Decree 342/2026 requires a Business Licence for retail distribution and a Retail Outlet Licence (Article 5(1) and (2)); the needs test applies only to investors from countries without a treaty commitment removing it, and does not apply to an outlet under 500 m2 inside a shopping centre that is not a convenience store, mini-supermarket or supermarket (Article 22(1)) |
| Telecoms | Section B, item 5 | Services without network infrastructure: joint venture with a licensed Vietnamese operator, foreign capital up to 65% under the WTO schedule (VPN up to 70%); basic services with network infrastructure up to 49%; CPTPP and EVFTA set their own levels | A foreign investor's project in telecoms with network infrastructure needs investment policy approval from the Prime Minister (Article 24(7) and Article 25(2)(a) of the Investment Law) |
| Software development and licensing | No separate item | No separate page | Outside Appendix I, foreign investors are treated like domestic ones (Article 17(1) of Decree 96/2026). If the product is an intermediary marketplace (Section B item 56) or a value-added telecom service such as internet access, check further; the portal's telecoms page lists "online information and data processing (CPC 843, in part)" among value-added services |
Two "tech companies" can land in very different places: one that develops software for overseas clients usually sits outside Appendix I, while one that runs a marketplace matching buyers and sellers falls under item 56 and needs a Decree 342 licence. Step 1 decides the answer.
Where market access conditions are tested#
There is no separate procedure for market access conditions. They are tested inside other procedures:
| Situation | Who checks, and when | Basis | Further reading |
|---|---|---|---|
| Setting up a company, IRC first | Investment registration authority, when issuing the IRC | Article 39(3)(dd) of Decree 96/2026 | Foreign-owned company in Vietnam |
| Company first, IRC later | Commitment in the registration form; tested when the IRC is issued within 12 months | Article 19(2) of the Investment Law; Article 72(3) and (4) of Decree 96/2026 | Investment registration certificate |
| Buying shares or capital | Registration before the change of members if foreign ownership rises in a conditional sector, goes above 50%, or rises further once above 50% | Article 21(2) and (3) of the Investment Law; Article 75(4) and Article 76(4) of Decree 96/2026 | Foreign investor buying shares |
| Adding business lines after the IRC | Business registration office, within 3 working days | Article 73(1) of Decree 96/2026; Article 49(2) of Decree 168/2025/ND-CP | Changing business lines |
| Company under Article 20(1) investing further | Foreign-investor procedure | Article 20(1) of the Investment Law; Article 16(1)(b) and Article 104(2) of Decree 96/2026 | What is an FDI company |
Doing business in a closed sector is prohibited (Article 16(6) of the Enterprise Law). In a conditional sector, once the competent authority finds the conditions are not met, the business registration office issues a notice within 3 working days requiring the company to suspend or stop that line (Article 61(1) of Decree 168/2025). An organisation that ignores the notice faces a fine of VND 40 to 50 million (Article 48(2)(a) of Decree 122/2021/ND-CP, as amended by Article 4 of Decree 288/2026/ND-CP).
Common mistakes with restricted sectors for foreign investors#
- Using the Vietnamese economic activity code (VSIC) to decide. The four-level code is only how a business line is entered on the enterprise registration (Article 7(1) of Decree 168/2025). Appendix I uses activity names, and service schedules use UN CPC codes. One VSIC code can hold both open and restricted activities, so match the description, not the code.
- Looking only at the ownership cap. Advertising has no cap inside a joint venture, but still requires a joint venture or BCC with a licensed Vietnamese partner. Distribution is open but excludes certain goods. Meeting the cap with the wrong form or scope still fails.
- A Vietnamese company not realising it counts as a foreign investor. Article 20(1) adds in shares held through other more-than-50% foreign-owned companies, as in the Company A example. Such a company that buys into another business under domestic procedures has used the wrong procedure.
- Relying on a lookup page without checking its date. The portal still followed the old list when we checked; a new sector law applies even before the list is updated (Article 18(3) of Decree 96/2026).
- Mixing treaties or forgetting to aggregate caps. One treaty must be used for all sectors (Article 17(9)); a multi-sector company is held to its lowest foreign ownership limit (Article 17(10)(d)).
If you are preparing a project and need a sector-by-sector map of market access conditions, LexData covers this in its company formation and capital contribution and share purchase services. For trading activities, see business licences for foreign-invested companies.
