Vietnam foreign investment
Prohibited Business Sectors for Foreign Investors in Vietnam
Separate genuine prohibitions from conditional access, then record a defensible decision for each activity.
Misclassifying a restricted activity can lead a foreign investor to pursue an unavailable business model—or abandon a workable one. Vietnam has two separate stop rules: Article 6 of Investment Law 143/2025/QH15 bans specified investment and business activities generally, while Decree 96/2026/ND-CP, Article 17 and Appendix I Section A identifies activities not open to foreign investors. Both must be screened against the actual proposed work.
A conditional-access activity, a foreign ownership ceiling, an uncommitted treaty sector or an outstanding operating permission is a different finding. Identify the precise restriction and its scope before selecting a company structure, acquiring shares or committing to delivery.
Key takeaways
- Screen each product, service and delivery function separately; a broad industry label can conceal a closed activity.
- A general prohibition affects domestic and foreign investors. A Section A entry addresses foreign market access.
- Keep statutory boundaries intact, including direct household waste collection and the inbound-tourism exception.
- Conditional foreign access requires its own legal and treaty analysis; it does not mean the whole industry is banned.
- Use a written stop, hold or proceed-to-permissions decision before registration spending or contractual commitments.
Activities banned for every investor
Start with Article 6(1) of the current Investment Law . Its prohibitions cover the following activities; the product schedules and qualifying words remain part of the rule:
- Trading in the narcotic substances listed in Appendix I, and the chemicals and minerals listed in Appendix II.
- Trading in wild-origin specimens covered by CITES Appendix I, and wild-origin Group I endangered, precious or rare forest plants, forest animals and aquatic species in Appendix III.
- Prostitution; buying or selling people, human tissues, corpses, body parts or fetuses; and business activities involving human cloning.
- Trading in explosive firecrackers and providing debt-collection services.
- Buying or selling national treasures, and exporting relics or antiquities.
- Business in electronic cigarettes or heated tobacco.
Changing the shareholder mix does not remove a general activity ban.
Article 6(2) separately subjects production and use of the listed substances and specimens to government rules for specified purposes, including testing, research, healthcare, pharmaceutical production, criminal investigation and defence or security. That provision is not a general commercial-trading exemption. A project relying on it needs the precise permitted purpose and implementing requirements identified before it is treated as viable.
Describe the transaction itself: the substance or specimen, its origin, whether the company will manufacture, use, trade or export it, and the customer’s purpose. A generic description such as “consumer products” or “collections” is too imprecise to resolve these prohibitions.
Check the proposed activity before selecting an entity
Bring the product description and proposed transactions so the initial review can identify any activity that must be excluded.
Foreign no-access sectors: a scope-sensitive index
The following is a compact index of Appendix I Section A of Decree 96 . Article 17(2) prevents foreign investment in its no-access activities. Use the entry numbers to locate the complete Vietnamese wording; the boundary column identifies details that should remain visible in the business-scope review.
| Section A entries | Activities to flag | Boundary to preserve |
|---|---|---|
| 1 and 15 | State-monopoly goods or services in commerce; export, import or distribution rights for goods on the list withheld from foreign investors and foreign-invested organisations. | Check the underlying goods or monopoly list. These entries do not close all trading. |
| 2 and 9 | Press and news gathering in any form; public-opinion polling. | Classify the actual output and method, rather than relying on a “media” or “research” label. |
| 3 and 21 | Marine capture or harvesting; investigation, evaluation and exploitation of natural forests, including the activities specified in entry 21. | Retain “marine capture” and “natural forest” scope; do not expand the entries to every agricultural business. |
| 4, 5 and 6 | Investigation and security services; judicial-administration services including judicial expertise, bailiffs, asset auctions, notarisation and insolvency administrators; sending workers abroad under contract. | The named regulated service matters. A loosely similar advisory description does not settle classification. |
| 7, 8 and 12 | Cemetery infrastructure investment for transfer of land-use rights with infrastructure; waste collection directly from households; public postal services. | Keep the cemetery transaction, direct-household collection and public-service qualifiers. |
| 10, 11, 13 and 14 | Blasting services; import or dismantling of used seagoing ships; merchanting trade; temporary import for re-export. | Match the trade flow and physical operations, not simply “import-export.” |
| 16 and 17 | Collection, purchase and processing of public assets at armed-forces units; industrial-property representation and intellectual-property assessment services. | Identify the asset owner and the precise intellectual-property service. |
| 18, 19 and 20 | Specified maritime aids, surveys, charts and safety publications; maritime safety regulation and electronic information; specified transport and offshore-equipment inspection or certification, and fishing-vessel registration services. | These are detailed technical entries. Read their full equipment, location and service definitions before deciding. |
| 22 and 23 | Livestock genetic-resource research/use or new livestock-line/breed production and business before the stated ministry appraisal, acceptance or recognition; travel services except international inbound tourism to Vietnam. | Entry 22 contains a prior-approval boundary. Entry 23 expressly preserves the inbound-tourism exception. |
A reviewer should be able to underline the exact words that make a proposed revenue line fall inside an entry. If the match depends on an unstated assumption about customers, assets or delivery, mark the line unresolved and obtain the missing facts. Avoid replacing a narrow statutory description with a sweeping industry ban.
Restrictions that need a different answer
An entry in Section B is conditional access. The analysis then moves to the applicable legislation and eligible treaty: permitted ownership, investment form, activity scope, investor capacity and partner requirements. An ownership ceiling limits the permissible holding. A proposal above that ceiling may be unavailable even though a compliant investment in the same activity is possible. Decree 96, Articles 15–18 supplies the framework for that distinction.
Likewise, a treaty schedule marked “unbound” or an activity without an opening commitment is not enough to declare a ban. Article 17(4) addresses uncommitted sectors by reference to Vietnamese restrictions; where Vietnamese law provides no foreign-access restriction, domestic-equivalent access applies. Record the domestic rule you found instead of treating silence in a treaty schedule as a negative answer.
Consider two scope questions drawn from the official list. Collecting waste directly from households matches A8, while Section B separately lists waste collection and environmental monitoring. The collection customer and delivery chain are therefore material facts. For travel services, A23 expressly excludes international inbound tourism from its no-access wording. That exception sends the proposed inbound activity to further access analysis; it does not itself grant unrestricted permission to operate.
These comparisons are diagnostic examples, not approvals of a particular project. A commercial description should separate each function clearly enough that the reviewer can test it against the provision without guessing. If one company will perform several functions, do not carry an access conclusion for one function across the rest.
Operating conditions and current effective dates
After resolving foreign access, make a separate operating-conditions record. Article 15(3) of Decree 96 preserves other applicable requirements, including those concerning land, resources, public services and real estate. An outstanding sector permission can prevent lawful performance without making the activity a prohibited business sector. Conversely, entity registration is not evidence that every proposed operation is permitted.
For the general conditional-business list on 27 October 2026, check Resolution 66.17/2026/NQ-CP, Articles 3 and 6 . Its time-limited regime runs from 1 July 2026 through 28 February 2027, with stated priority and earlier-ending provisions for relevant intervening instruments. Do not rely solely on the original Investment Law Appendix IV. Law 24/2026/QH16, Article 3 takes effect on 1 March 2027; its future amendments should not be applied early.
Record the date on which the planned activity will actually begin. A dated legal check is especially useful where a proposal crosses a legislative change. Recheck the specific activity and applicable conditions at that point rather than assuming an earlier company-registration review settles the operating position permanently.
Resolve a narrow exception or a missing permission
Separate a scope ambiguity from an operating requirement before changing the commercial model or ownership proposal.
Write a decision ticket for each revenue line
Use the following internal worksheet before signing a lease, paying for registration or promising a regulated service. It turns a list lookup into a reviewable decision. Complete one ticket per distinct revenue-producing activity; combine tickets only after their conclusions are compatible.
| Ticket field | What to record | Decision supported |
|---|---|---|
| Activity and evidence | Product or service, customer, place of delivery, assets used, trade flow and a sample contract or specification. | A scope precise enough to compare with the law. |
| Rule and boundary | Exact article or Appendix entry, effective date, source and the qualifying words that include or exclude the activity. | Stop where a genuine prohibition or no-access match is established. |
| Access conditions | Investor identity and treaty basis, proposed percentage/form, partner credentials and evidence for each applicable condition. | Hold where a condition is unproved; assess a compliant route without calling it a blanket ban. |
| Operating dependencies | Required project or sector steps, responsible person and evidence needed before the relevant work starts. | Proceed to permissions only after the access issue is resolved. |
Give unresolved findings an owner and a precise question. “Confirm legality” is too broad; “Does our proposed collection contract involve direct collection from households under A8?” identifies the missing determination. Keep the document or answer that resolves it with the ticket. A verbal assurance without the scope and source leaves the next reviewer unable to reproduce the conclusion.
The pre-incorporation evidence review helps organise the commercial facts needed for this exercise. Once the access and operating records support the proposed scope, Vietnam company registration can be planned around the activities the company will actually perform.
For an acquisition, complete the ticket against the target’s actual operations as well as the proposed new scope. Treat the target’s existing documents as evidence to inspect, not as a substitute for checking whether the incoming investor and intended business model meet the applicable access requirements. Keep commercial commitments proportionate to what the review has established.
Choose the response that fits the restriction
Escalate a confirmed Article 6 or Section A match before spending on a structure intended to carry out that activity. The review must identify a lawful change in the actual scope or an express applicable exception, with its conditions. A new label for unchanged work does not resolve the match.
Where the issue is a conditional-access requirement or an outstanding operating step, assign that requirement and the proof needed to close it. An unresolved scope boundary belongs on hold. The useful decision is the one a reviewer can reproduce from the proposed work, current provision and supporting evidence—not a broad assertion that an entire industry is open or closed.
Turn the sector decision into a scoped plan
Bring the completed activity tickets and unresolved source questions for a focused assessment of the proposed investment.
Frequently asked questions
Does a Vietnamese shareholder make a prohibited activity lawful?
A general Article 6 prohibition is not removed by changing ownership. For foreign no-access activities, do not assume a minority holding or a local partner resolves the restriction; examine the precise activity and applicable legal rule.
Is all waste collection closed to foreign investment?
The Section A wording concerns collection directly from households. Section B separately covers waste collection and environmental monitoring. The customer, collection arrangement and actual services must be classified before drawing an access conclusion.
Are all travel services prohibited for foreign investors?
Section A23 contains an express exception for international inbound tourism to Vietnam. The exception does not replace the further market-access and operating analysis for that proposed service.
Does an uncommitted WTO sector automatically mean no access?
No. Decree 96 Article 17(4) distinguishes sectors with Vietnamese foreign-access restrictions from those without them. Identify the applicable Vietnamese provisions and the investor’s treaty position.
Can the latest enacted law always be used immediately?
Check its effective date and transitional provisions. Law 24/2026 takes effect on 1 March 2027, while the October 2026 general conditional-business analysis must account for Resolution 66.17 and any relevant intervening effective instruments.
