An international school is a project where investors routinely underestimate two numbers: the minimum investment capital calculated by student scale, and the share of Vietnamese students allowed into the foreign curriculum. Both are hard licensing conditions under Decree 86/2018/ND-CP, so an over-optimistic admissions plan can break project compliance in its very first school year.
The legal framework
Decree No. 86/2018/ND-CP on foreign cooperation and investment in education sets minimum investment capital by institution type: a university project needs at least VND 1,000 billion, while a general education school is calculated at a minimum of VND 50 million per student, and neither figure includes land use right costs.
The same decree caps Vietnamese students following a foreign education programme at an international school at no more than 50 percent of that programme’s total enrolment; this is an admissions-structure ceiling that must be designed into the school establishment proposal, not fixed after over-enrolment has happened.
Facilities and staffing conditions accompany the capital rules: land and classrooms meeting technical standards, teachers whose qualifications and experience match the programme taught, and appraisal of the foreign curriculum; as a conditional investment sector, the project must also satisfy market-access conditions under Investment Law 143/2025/QH15 and Decree No. 96/2026/ND-CP.
Applied analysis and a practical example
The line between a foreign-invested international school and a purely domestic bilingual private school lies in curriculum and student mix: the closer the project ties itself to a foreign programme, the tighter the 50 percent Vietnamese-student cap and foreign-teacher standards bite, while operating costs for that student group run far above domestic school levels.
Land is where many school projects die: education land must match planning, the land term must fit the project term, and playgrounds and sports areas are mandatory rather than decorative; where the Vietnamese partner contributes land use rights, diligence must confirm the land purpose is genuinely education use.
Inside an education joint venture, conflict usually centres not on capital ratios but on who decides tuition and curriculum: one side pushes revenue by enrolling more Vietnamese students, the other fears breaching the cap and diluting the school’s international identity; the charter and admissions rules should lock the compliance cap as a reserved matter that no vote can override.
Practical example: A British education group planned a K-12 joint venture school in Thu Duc with 900 students, 70 percent of them Vietnamese pupils on the international track. Measured against Decree 86/2018 the plan breached the 50 percent ceiling, so the partners restructured into parallel programme streams within one school, keeping the foreign track compliant while a bilingual stream absorbed the additional Vietnamese demand.
Action checklist
- Compute minimum capital for the exact school type and student scale
- Design admissions so the 50 percent Vietnamese-student cap always holds
- Diligence the land: education purpose, planning fit, sufficient term
- List teachers meeting standards for the foreign programme
- Check market-access conditions for the education project
- Lock the admissions cap as a reserved matter in the charter
Deeper notes
Because minimum capital for a general school scales with planned enrolment, expanding admissions mid-project triggers additional capital obligations and may require an investment project adjustment; the venture’s financial plan should stage capital by enrolment phase instead of fixing one lump sum at establishment.
Foreign education investors should also note content oversight: foreign programmes and materials taught in Vietnam are appraised and must not contain prohibited content, so academic-freedom clauses in the joint venture contract are always bounded by the state education management framework.
Frequently Asked Questions
How much minimum capital is needed to open a joint venture international school?
Minimum capital depends on the institution type. A joint venture university needs minimum investment capital of VND 1,000 billion; a general education school is calculated at a minimum of VND 50 million per student at the planned scale, and both figures exclude land use right costs under Decree No. 86/2018/ND-CP. Because the school figure scales with enrolment, the larger the planned intake, the higher the capital obligation, and this must appear in the establishment proposal.
What are the conditions on facilities and teachers?
Facilities must meet technical standards for land, classrooms, playgrounds and equipment for each education level, with land held for education purposes and a term matching the project. Teachers, especially those delivering the foreign programme, need qualifications, experience and practice eligibility matching their subjects; the foreign curriculum and materials must be appraised before being taught at the school.
What is the maximum foreign capital ratio in education?
Decree No. 86/2018/ND-CP does not impose one simple across-the-board foreign capital percentage cap for every education project; the practical limits come from market-access conditions in the restricted-access list and from sector conditions such as minimum capital, facilities and the Vietnamese-student ceiling. The right approach is to check the conditions for the exact type of institution planned, at the time the project is prepared, rather than ask for one percentage for the whole sector.
This article has been quality-reviewed by the FLAW AI Legal Council
