Conditional business lines in Vietnam: list, forms of conditions and how to check

What are conditional business lines in Vietnam?

Conditional business lines in Vietnam are lines in which any investor, Vietnamese or foreign, must meet extra conditions set by law before and while operating, because of national defence, national security, social order and safety, social ethics or public health. Clause 1, Article 7 of the Investment Law 143/2025/QH15 uses the full term "conditional investment and business lines" and places the list in Appendix IV. An investment and business condition is a condition that an organisation or individual must meet to do business in these lines; it does not include technical standards and regulations on product or service quality (Clause 9, Article 3).

Two points often confuse readers who search for conditional business lines in Vietnam:

• "Sub-licence" is not a legal term. It is the everyday word for permits issued outside the business registration. The law speaks of conditions, and a licence is only one of five forms (see the table below). Some lines have a condition but no licence at all, only a requirement the company must satisfy by itself.
• Many guides still cite the 2020 Investment Law or quote only 198 lines. Article 7 and Appendix IV of Investment Law 61/2020/QH14 ceased to apply on 1 July 2026 (Clause 4, Article 51 of Law 143/2025/QH15). The new Article 7 and Appendix IV also took effect on that date (Clause 2, Article 51), later than the rest of the law, which took effect on 1 March 2026. On the same date Resolution 66.17/2026/NQ-CP put a 142-line list in place of the 198 figure until the end of 28 February 2027 (see the list section below). Line counts and line names from older guides may therefore be out of date.

How do conditional business lines in Vietnam differ from prohibited and free lines?

The law sorts business activity into three groups, each treated differently.

Two notes. First, debt collection and e-cigarettes or heated tobacco sit in the prohibited group, not the conditional group, so there is no licensing route for them. Producing or using certain prohibited products for analysis, testing, scientific research, medicine, pharmaceutical production, crime investigation, defence and security follows the Government's rules (Clause 2, Article 6; Article 10 of Decree 96/2026/ND-CP). Second, from 1 January 2027 Law 24/2026/QH16 adds Point m to Clause 1, Article 6: trading in N2O gas for human inhalation is prohibited, except for medical, food technology, testing, scientific research and other purposes set by the Government (Clause 1, Article 1 and Clause 2, Article 2).

What forms can the conditions take, and who may set them?

Clause 5, Article 7 of the Investment Law lists five forms of condition:

The third column is LexData's reading, not the wording of the law. The Investment Law also does not list capital, staffing or premises requirements separately; specific requirements of that kind sit in the sector laws and decrees.

Three rules on how conditions are set help test whether a requirement is lawful:

1. Only certain documents may set conditions. Conditions are set in laws, National Assembly resolutions, ordinances, Standing Committee resolutions, government decrees and treaties to which Vietnam is a party. Ministries, ministerial-level agencies, People's Councils, People's Committees and other bodies may not issue rules on investment and business conditions (Clause 2, Article 7). If you meet a requirement that appears only in a circular or a provincial decision, ask which law or decree it rests on. A rule on conditions must also state who and what it covers, the form, the content, the authority and other items listed in Clause 4, Article 7, where the dossier, procedure and validity period of a licence are required only if applicable.
2. Conditions must be public. The law requires the lines and conditions to be published on the National Business Registration Portal (Clause 7, Article 7). Articles 11 and 12 of Decree 96/2026/ND-CP took effect on 1 July 2026 (Clause 2, Article 111); the Ministry of Finance compiles and posts the conditions, and when conditions change the line ministry must update the portal within 5 working days of the issue of the new document (Clause 3, Article 12). This entry does not guarantee that the portal already carries every line; if you do not find yours, read the sector law or decree directly.
3. Two further lists will be published by the Government. One list of conditional lines that need a licence or certificate before operating, and one list of lines that must move from licensing to published conditions with after-the-fact inspection (Clause 1, Article 7; Clause 4, Article 12 of Decree 96/2026/ND-CP). As of 3 October 2026 LexData has not seen either list published, so which lines need a licence in advance must be read from the sector law.

Which conditional business lines in Vietnam are on the list, and what changes on 1 March 2027?

Appendix IV to Law 143/2025/QH15 is numbered 1 to 198 and runs from security and public order, legal services, finance, energy, transport, real estate and telecommunications to education, healthcare and natural resources. Item 198, the last one, is personal data processing services (item 142 in the Resolution 66.17 list and item 136 in the list from 1 March 2027); see personal data processing services in Vietnam.

In practice three lists follow one another:

Resolution 66.17/2026/NQ-CP was issued on 15 May 2026. While it is in force, if its rules on conditional lines differ from related legal documents, the Resolution applies (Clause 3, Article 6), except where a law or resolution that takes effect within the period says otherwise (Clause 2, Article 6). On LexData's reading, the list that applies from 1 July 2026 to the end of 28 February 2027 is therefore the 142-line list, and from 1 March 2027 it is the 137-line list under Law 24/2026/QH16 (passed on 24 August 2026). How the Resolution interacts with the original Appendix IV in a specific case is a point to confirm with a lawyer.

Two cautions. First, the three examples in the table (accounting, asset auctioneering, bailiff practice) are dropped only from the list of conditional lines in the Investment Law. Professional conditions, certificates and practice rights sit in sector laws such as the Law on Accounting or the Law on Asset Auctions; Resolution 66.17 does not amend those laws, and Law 24/2026 directly amends only the Construction Law and the Road Law (Clauses 4 and 5, Article 2). A line leaving the list therefore does not necessarily mean every professional condition has gone, so check the sector law at the time you operate. The table gives examples, not a full list of removed lines. Second, a line leaving Appendix IV does not free a foreign investor from market access conditions, which sit in a different list (see the FDI section).

Names may not match across laws. If an older law conflicts with the Investment Law on prohibited or conditional lines, the Investment Law prevails, and the names of lines in other laws must be consistent with Articles 6 and 7 and the appendices (Clause 2, Article 4). The conditions, procedures and authority for credit institutions, insurance and oil and gas still follow the Law on Credit Institutions, the Law on Insurance Business and the Petroleum Law (Point d, Clause 3, Article 4).

A line missing from the list is also not necessarily free. Labour outsourcing is not on Appendix IV, but according to LexData's summary of Decree 145/2020/ND-CP, Article 54 of the Labour Code on licences and deposits and Chapter IV of Decree 145 have not been amended or repealed, so a company still has to apply for a licence under the sector law. This is a grey area between the Investment Law list and sector laws; ask the sector authority before operating.

Registering a conditional line and keeping the conditions while operating

Right and duty. A company is free to do business in lines the law does not prohibit (Clause 1, Article 7 of the Law on Enterprises 59/2020/QH14). In return, to operate in a conditional line it must meet the conditions and keep meeting them throughout operation (Clause 1, Article 8). Decree 96/2026/ND-CP repeats this: an investor may do business once it fully meets the conditions and must keep meeting them (Clause 1, Article 11), and an investor that meets the conditions is entitled to the licence; a refusal must be notified in writing with reasons (Clause 2, Article 11).

Recording the line. On establishment, on notifying a change of lines or on exchanging for a new Enterprise Registration Certificate, the company chooses a level-4 economic activity in the Vietnam Economic Activity System and may add detail below level 4 (Clauses 1 and 6, Article 7 of Decree 168/2025/ND-CP). A conditional line is recorded under the name in the legal document that sets it (Clause 3).

Registration is not proof of the conditions. This is the point companies miss most often:

• To obtain the registration, the line only has to be non-prohibited, with a valid name, a valid dossier and the fee paid (Clause 1, Article 27 of the Law on Enterprises). The law does not ask for proof that the conditions of a conditional line are met at this step.
• The Enterprise Registration Certificate is not a business licence (Clause 3, Article 6 of Decree 168/2025/ND-CP). A company has the right to operate from the date of registration, except in a conditional line (Clause 2, Article 33); that a conditional line may be run only once its conditions are met rests on Clause 1, Article 11 of Decree 96/2026/ND-CP.
• State management of conditional lines, including checking conditions, belongs to the sector authority under sector law (Clause 8, Article 7).

The order of steps is therefore set by the sector law. For banking, insurance, oil and gas and securities, the Investment Law preserves the procedures and conditions in the law of that sector (Points d and dd, Clause 3, Article 4). For an FDI company set up before the IRC is issued, see the limits on adding business lines in the FDI section.

What happens if a company operates without the conditions?

In the business registration texts the consequences come in three layers, but the fine for the underlying breach is outside this entry. Penalty decrees of each sector and criminal liability rules may also apply depending on the case; this entry does not analyse them.

1. A prohibited act. Operating in a conditional line without meeting the conditions, or without keeping them, is prohibited; so is operating in a prohibited line or in a line not yet open to foreign investors (Clause 6, Article 16 of the Law on Enterprises).
2. Suspension or termination through the registration office. When a competent authority notifies that the company does not meet the conditions, the provincial business registration office issues, within 3 working days, a notice requiring it to suspend or terminate that line. If the company does not comply, the office requires a report under Point c, Clause 1, Article 216 of the Law on Enterprises (Clause 7, Article 21 and Clause 1, Article 61 of Decree 168/2025/ND-CP).
3. A fine for ignoring that notice. Point a, Clause 2, Article 48 of Decree 122/2021/ND-CP, as replaced by Article 4 of Decree 288/2026/ND-CP (in force from 21 July 2026), fines an organisation VND 40-50 million for failing to suspend or terminate, as requested, a conditional business line or a line with conditional market access for foreign investors. An individual committing the same act pays half.

The fine for operating without the conditions. That fine is in the administrative penalty decree of each sector (trade, health, education, construction and others), not in Decree 122/2021/ND-CP. LexData does not give a single figure because sectors differ; check the penalty decree of the right sector before assessing the risk.

If a company chooses to pause part of its activity to meet the conditions, see business suspension procedures in Vietnam.

Conditional business lines in Vietnam for FDI companies: how market access conditions differ

A foreign-invested company passes two tests that are often merged into one:

One activity may sit in one list, both or neither:

Advertising shows that a line can be free of conditions for a domestic company yet conditional for an FDI company. Logistics in general is similar, but sub-sectors such as bonded warehouses or transport are conditional for every investor, so the exact sub-sector must be identified. A foreign investor operating in several Appendix I lines must meet all the conditions of those lines (Clause 6, Article 17) and may not invest in a Section A line (Clause 2, Article 17). If a law or decree has set a market access condition that the list has not yet picked up, the law or decree applies (Clause 3, Article 18). A foreign-invested organisation that already enjoys conditions more favourable than the new list keeps the conditions written in its IRC (Clause 9, Article 52 of the Investment Law). Beyond the lists, a foreign investor must also meet any conditions on land, labour, natural resources, state-monopoly goods and services, housing and real estate, and similar matters (Clause 3, Article 15). For how to check a line step by step, see market access conditions for foreign investors.

An IRC does not replace the sector licence. The IRC records the investor's registered project information (Clause 11, Article 3), while a sector licence is a separate form of condition (Point a, Clause 5, Article 7). For a project that does not need investment policy approval, the registration authority issues the IRC only if the project meets the market access conditions for foreign investors (Point dd, Clause 3, Article 39 of Decree 96/2026), but that does not mean the project already meets the conditions of the line. See the investment registration certificate (IRC) in Vietnam and what is an FDI company in Vietnam. If a foreign investor sets up the company before the IRC is issued, the application for business registration must include a commitment to meet the market access conditions, the company must complete the IRC within 12 months, and it may add any other business lines only after the IRC is issued (Clauses 3 and 4, Article 72); after the IRC, added lines must fit the market access conditions (Clause 1, Article 73).

Decree 342/2026/ND-CP, effective 18 October 2026. This decree replaces Decree 09/2018/ND-CP (Article 45) and adds a separate licence layer for foreign-invested economic organisations. Decree 342 requires a Business Licence for nine groups of activity, including retail distribution of goods, logistics services (except sub-sectors where Vietnam has committed to open the market), commercial intermediary services and managing or operating an intermediary e-commerce platform (Clause 1, Article 5), and a Retail Outlet Licence when setting up a retail outlet (Clause 2, Article 5). Other goods-trading activities need no Business Licence but must be registered in the documents issued under the Investment Law and the Law on Enterprises (Clause 1, Article 6). The provincial People's Committee where the head office is located issues the Business Licence (Clause 1, Article 8). A foreign-invested company running an e-commerce platform may therefore have to meet a condition of a conditional line, the Appendix I market access condition and a licence under Decree 342. Related service: business licences for foreign-invested companies in Vietnam.

How to check whether a business line is conditional

An economic activity code does not answer the question: the code is only how a line is recorded in the registration. For a conditional line, the line is recorded under the name used in the legal document that governs it (Clause 3, Article 7 of Decree 168/2025/ND-CP). Check in this order:

1. Describe the actual activity. Write down what the company really does, what it sells, to whom and by what method. One code may cover both conditional and unconditional activities.
2. Rule out the prohibited group and match the list. Check Article 6 of the Investment Law (and Point m from 1 January 2027), then the list that applies on the date of the procedure: 142 lines to the end of 28 February 2027, 137 lines from 1 March 2027.
3. Read the specific conditions. The law requires conditions to be published on the National Business Registration Portal (Clause 7, Article 7 of the Investment Law). Check whether the portal already carries your line; if not, read the sector law or decree for the form of condition, dossier and authority.
4. Check the level of the document and the sector law. A condition is valid only if it sits in a law, National Assembly resolution, ordinance, Standing Committee resolution, decree or treaty (Clause 2, Article 7); verify the basis of any requirement found only in a circular or a provincial decision. For an activity not on the list, still ask the sector authority whether a sector law requires a licence or certificate.
5. If there is foreign capital, add Appendix I of Decree 96/2026/ND-CP, any investment treaty, the IRC and (from 18 October 2026) Decree 342/2026/ND-CP.
6. Obtain the licence or put the condition in place before starting, then keep a record. Do not treat the Enterprise Registration Certificate as a licence; note the date of the search and the document and clause applied, and track the validity of licences, certificates, staffing and premises conditions, since conditions and lists are changing.

Common mistakes

• Calling everything a sub-licence and missing the self-assured conditions, such as staffing or premises requirements with no document issued.
• Assuming the Enterprise Registration Certificate or the IRC is enough to operate. They are different procedures from the conditions of the line.
• Using the wrong list or the wrong date. Citing the 2020 Investment Law, or quoting only 198 lines while ignoring Resolution 66.17 and the 137-line list from 1 March 2027, or treating a line that is not on the list as free of every sector-law condition.