Vietnam Foreign Ownership Rules by Business Activity

Translate the business model into activities

Start with a description of what the Vietnam company will actually sell. “Technology,” “marketing” and “logistics” describe commercial themes, but they do not identify a single market-access rule. A software development contract, an advertising placement contract and a trucking contract each need their own classification. Record who contracts with the customer, what is delivered and which activities the company performs itself.

Build one row for each service or product line. Match the proposed Vietnamese business description with the relevant sector legislation and, for services, the treaty description and Central Product Classification (CPC) reference where one is used. A matching label alone is insufficient: check the included work, exclusions and delivery mode. The WTO schedule identifies a locally established service operation as mode 3, or commercial presence.

Keep three questions separate. First, what foreign equity is allowed? Second, is a Vietnamese partner or a particular investment form required? Third, what customers, services or operational conditions are permitted? A positive answer on equity leaves the other two questions open. Vietnam’s WTO services schedule, published by the Ministry of Industry and Trade sets out these conditions in separate market-access and national-treatment columns, read with its horizontal commitments.

The current general framework also distinguishes market access from the conditions for doing business. Article 8 of the Investment Law 143/2025/QH15 recognizes foreign-investor conditions concerning ownership, investment form, scope and investor or partner capacity. Articles 15–17 of Decree 96/2026/ND-CP connect the restricted list with applicable laws and treaties. A line outside that list receives domestic-equivalent market access, while relevant operating conditions still need checking.

Complete this classification before preparing company registration in Vietnam . The useful starting brief is a set of intended contracts and activities, together with the investor’s nationality and proposed shareholding, so the legal scope can be checked against the commercial plan.

Activity crosswalk: ceiling, form and scope

Use these selected service activities as a comparison tool, not an exhaustive list of Vietnam’s business sectors. The WTO rows concern commercial presence within the named service scope, read with the horizontal commitments. The logistics rows reflect Article 4(3) of Decree 163/2017/ND-CP for investors from WTO-member countries or territories; alternative treaty rights require a separate eligibility check.

The advertising and travel rows show why no scheduled percentage ceiling cannot be treated as permission for a sole foreign owner. Both specify a Vietnamese-partner structure. The computer and consulting rows show a different result: the relevant commitments allow the wholly foreign-owned form. An activity’s legal form therefore matters even when a quick comparison produces no number.

Logistics needs similar precision. Article 4(1) of Decree 163 requires the conditions applicable to each particular logistics service to be satisfied. For example, a container-handling percentage cannot answer a question about driving goods by road. If the commercial plan includes several services, write each one separately and retain the source for its own ownership and operating conditions.

Test a company that combines several activities

Consider an illustrative investor proposing a Vietnam company for management consulting, road freight and rail freight. Assume the activities fit the categories above and no more favorable treaty rule has been established. This is a scope test, not a reported client case or an approval prediction. The consulting commitment alone would not supply the ownership answer for the combined company.

1. Management consulting: retain the open commercial-presence result for the correctly classified consulting service.
2. Road freight: record the 51% route and Vietnamese-driver condition, together with the applicable form and treaty conditions.
3. Rail freight: record the 49% foreign-capital limit and the relevant investment form.
4. Combined scope: test the entity at no more than 49% foreign ownership under these assumptions, then check the remaining conditions for every retained service.

This outcome follows from the activity-specific limits above and Article 17(6) and 17(10)(d) of Decree 96 : all restricted-activity access conditions apply, and differing treaty ownership limits are combined using the lowest ceiling. The company’s primary revenue line does not cancel another registered activity’s restriction. A small planned rail operation can therefore change the ownership analysis even if consulting is expected to generate most revenue.

Now change the business plan. If the company sells only management consulting and purchases transport from an independent carrier, establish whether it truly remains a consulting customer rather than a transport service provider. Review the customer contract, responsibility for delivery, invoicing and the work performed. Simply outsourcing trucks while promising a transport service does not, by itself, establish a different classification.

A separate entity or narrower scope may be worth considering, but neither should be assumed to solve access conditions automatically. Each entity needs a truthful activity description and its own ownership analysis. Compare the commercial effect of removing a service with the effect of adding a partner before choosing a structure; avoid retaining a restricted activity merely as an unused future option.

Resolve nationality and transaction differences

Treaty eligibility belongs in the evidence file. Article 17(7)–(9) of Decree 96 provides for WTO-equivalent conditions for non-WTO investors unless Vietnamese law or the relevant treaty provides otherwise, and addresses more favorable eligible treaty conditions. Where several investment treaties offer different conditions, its selection rule concerns one treaty’s conditions across all business activities and the rights and obligations under that treaty. Do not assemble a preferred percentage from one instrument and a preferred form from another without checking that rule.

For each investor, retain nationality or place-of-establishment evidence and identify the treaty provisions supporting the chosen route. If the proposed shareholder is an overseas company, verify that the claimed commitment applies to that investor rather than relying only on the founder’s passport. An alternative treaty advantage is a conclusion to substantiate, not an automatic uplift to every percentage in the table.

Buying an existing company requires a separate transaction check. Article 21(3) of the Investment Law contains prior registration triggers for foreign capital contributions and equity purchases, including specified conditional-access increases, crossing 50%, increasing an existing holding above 50%, and certain land or security circumstances. An acquisition below an activity’s ceiling can still require that procedure. New establishment and equity purchase should therefore have distinct filing assessments.

An ownership finding also does not establish permission to commence every operation. Article 15(3) of Decree 96 preserves additional applicable conditions, including those concerning land, labor and other regulated matters. Market access and operational readiness should be separate entries in the project file. Note the authority, permit or other proof still required for the actual service without describing ownership approval as a trading license.

A practical due diligence check before fixing business scope should connect each unresolved classification, investor qualification and operating requirement to a person responsible for obtaining the evidence. Keep unresolved items visible while comparing structures so an uncertain condition does not silently become an assumption in the application.

Set ownership only after every activity clears

Settle the final activity list first, then document one defensible ownership result for the proposed entity. The working file should identify each service, its classification, applicable primary provision, equity ceiling or open result, required form and remaining operating conditions. Attach the investor eligibility evidence and distinguish new-establishment steps from any acquisition registration. This produces an answer that can be checked against the intended contracts.

Choose the structure that accommodates the activities you genuinely plan to perform. If all retained lines support full foreign ownership and no partner condition applies, proceed with that evidence. If a retained line requires a joint venture or a lower cap, address it in the shareholding and governance plan. If the activity or treaty route remains uncertain, resolve that specific point before locking in the percentage. Recheck the analysis whenever the company adds a service or changes its foreign ownership.