Conditional Business Lines in Vietnam: Foreign Investor Guide

Match each revenue activity to its legal scope

Start with what customers will buy. Describe the deliverable, who supplies it, the intended customers, and whether goods, premises or regulated professional work are involved. “Technology”, “consulting” or “logistics” can conceal several legally different activities. A registration code helps organise the filing, but the scope described in the applicable instrument must support the classification.

The Investment Law’s Articles 7 and 8 address different questions. Article 7 concerns business conditions for listed activities; Article 8 concerns foreign investors’ access, including ownership, investment form, activity scope and investor or partner requirements. Record the applicable rule rather than treating the word “conditional” as a complete legal answer.

For example, an advertising service and a company supplying computer services should not share an assumed ownership conclusion merely because both support digital businesses. The official WTO services schedule gives them different commercial-presence commitments. An investor must establish that the particular scheduled activity and relevant investor eligibility fit before relying on the commitment.

Create a separate scope entry whenever a new deliverable changes that analysis. Precise exclusions are useful: identify services the company will not supply, rather than adding every commercially adjacent activity to the first filing. Retain a sample contract or product description alongside the scope entry so later sales proposals can be checked against it.

Use the rules effective on the intended start date

Article 7 and Appendix IV of Law 143/2025/QH15 took effect on 1 July 2026. However, reading the original annex alone is insufficient for the current list: Resolution 66.17/2026/NQ-CP issues an attached conditional-business list in Article 3(1). Article 6 makes the resolution effective from 1 July 2026 through 28 February 2027, with corresponding provisions ending earlier where relevant instruments take effect under Article 6(2). During its operation, its priority rule applies subject to that exception.

The practical check is therefore date-specific. Identify the activity in the resolution’s annex, then check whether an effective later instrument has changed the corresponding treatment. Do not carry forward the original annex’s wording simply because it appears in an older registration checklist. Save both the operative scope and the date checked in the condition register.

An enacted reform is not automatically an effective rule.

Law 24/2026/QH16 has already been enacted, but its Article 3(1) sets 1 March 2027 as the effective date . It changes the general list and parts of the investment framework. Plan a fresh review for activity commencing under that later framework; do not apply its revised annex early. A reform removing a general business condition also needs a separate foreign-access analysis before any ownership or partner assumption changes.

Build a condition register for every activity

Use the following cross-check after defining the scope and checking the effective instruments. It is a decision aid, not a list of sector permissions. Each row describes a possible combination; the company’s entry should cite the actual provision and record how the proposed investor and business satisfy it.

The access classifications above follow Decree 96, Article 17 and Appendix I . Its Section B is conditional foreign access; it is not another name for the Investment Law’s general conditional-business list. Add a final column in your working register for “cleared”, “proof pending” or “scope unresolved”, with a person responsible and a review date.

Resolve the gaps a company certificate leaves open

A company document establishes what it actually records; it should not be used as evidence for a different approval or an untested condition. Compare the document’s holder and activity scope against the proposed operation. If a file says only “company registered”, leave the relevant operating-condition entry open until the governing sector rule has been checked.

Article 7(5) recognises several forms of business conditions, including requirements that do not need written confirmation by an authority. The compliance evidence must fit the requirement. A licence, professional credential or other approval may be relevant in a particular activity, but asking every conditional business for the same generic “business licence” can miss the real obligation. The statutory forms of business conditions are a starting point; the sector instrument supplies the applicable detail.

Other project requirements also deserve a separate entry. Decree 96 Article 15(3) preserves applicable conditions involving matters such as land and resources, public services, housing and real estate, and State-enterprise equitisation. A favourable foreign-access analysis therefore does not resolve a premises or project issue that falls under another legal rule.

For an acquired business, inspect the target’s existing evidence rather than relying on its trading history. Ask who holds each document, what operation it covers, whether it remains current, and whether the proposed transaction requires a fresh review under the relevant rule. Treat an unexplained discrepancy as an item to resolve before committing to the affected activity.

Assign proof to the party that must hold it

Turn each legal requirement into an evidence request with a named owner . This is especially useful when a founder, a joint-venture partner, a professional and the operating company supply different parts of the file. Ask which person or entity must meet the requirement; evidence about a related company or a consultant may not answer that question.

• For investor eligibility, retain nationality or incorporation evidence and the basis for using any particular treaty.
• For ownership and form, connect the applicable condition to the proposed capital table and transaction documents.
• For operating conditions, specify the required holder, permitted scope, proof of compliance and any applicable validity period.
• For an unresolved condition, name the question, source to check, responsible person and decision that must wait.

Use the operating readiness checks for a registered company to organise the handover from formation documents to the evidence needed for actual activities. Keep commercial launch dates linked to completion of the relevant entries.

For several restricted activities, Decree 96 Article 17(6) requires the applicable conditions to be satisfied across those activities. Review the combined scope before adding a secondary service. Then carry the resolved scope into the Vietnam company registration plan, so the filing work and the operating-condition work use the same assumptions.

Decide which activities can enter the launch scope

Escalate an activity when its legal classification is unresolved, the proposed investor or structure does not fit the access condition, or essential compliance evidence has no identified holder. State the specific missing answer. A clear issue such as “confirm whether this deliverable falls within the restricted scope” is more useful than an unexplained red status beside an industry name.

A workable launch scope contains activities with supported findings and an achievable compliance plan. Keep deferred activities out of sales commitments until their open items are resolved. If the intended start date crosses into March 2027, reopen the date check before relying on the register: the record should support the law applicable to the operation, rather than preserve the assumptions of an earlier draft.