Market headlines keep talking about relaxed foreign room in aviation, but the legally effective figure is still 34 percent. Readers must separate three layers: the rules in force, the draft under consultation, and the services around airlines whose openness is entirely different.
The current cap: 34 percent and the largest-shareholder condition
Under Decree 89/2019/ND-CP amending Decree 92/2016/ND-CP on conditional business lines in civil aviation, foreign investors may hold at most 34% of the charter capital of a Vietnamese air-transport business; in addition, at least one Vietnamese individual or legal entity must hold the largest capital portion, and where that Vietnamese entity itself has foreign capital, the foreign part inside it must not exceed 49%. A proposal to lift the ceiling to 49% appears in the draft air-transport decree on which the Ministry of Construction consulted in early 2026 — as of writing it has not been issued, so every deal valuation must still run on the effective 34% ceiling.
Founding an airline: capital scaled to fleet size
An air-transport business must meet minimum capital scaled to operations: up to 10 aircraft requires VND 300 billion, 11 to 30 aircraft requires VND 600 billion, and over 30 aircraft requires VND 700 billion (capital comprising equity and mobilised funds as prescribed), plus conditions on aircraft, operating personnel and business plan to obtain the air-transport business licence. The same draft proposes easing capital conditions (VND 300 billion for up to 30 aircraft) and using audited equity reports instead of capital escrow — also not yet in force; investors should track it but never treat it as the current condition.
Opportunities around the airline: airports, ground services, catering
Beyond airline equity capped at 34%, investors have other doors: airport-service businesses currently require minimum capital of VND 100 billion with foreign ownership not exceeding 30% of charter capital; airport construction and operation investment follows the public-private partnership model under the PPP Law 64/2020/QH14 and aviation law; support services such as ground handling, catering and maintenance carry their own conditions and openness levels in the conditional-lines catalogue. The practical strategy of many investors is to enter through wider-room services and wait for the airline framework to change, rather than pricing in a cap relaxation that is not yet law.
Frequently asked questions
What is the current foreign cap in Vietnamese airlines, and is it being raised?
As of writing, the foreign ownership cap in a Vietnamese airline remains 34% of charter capital under Decree 89/2019/ND-CP, with the condition that a Vietnamese shareholder holds the largest portion. The proposed rise to 49% exists only in a draft decree under consultation and has not been issued — investors should not price deals on 49% until the text takes effect.
What are the conditions for founding an airline in Vietnam?
Current minimum capital scales with fleet size: VND 300 billion for up to 10 aircraft, VND 600 billion for 11–30 aircraft and VND 700 billion for over 30 aircraft, under the Decree 92/2016/ND-CP framework as amended by Decree 89/2019/ND-CP. Beyond capital, the business must meet aircraft, operating-personnel and business-plan conditions for the air-transport business licence.
Can foreign investors invest in airports under PPP?
Yes, airport construction and operation investment is deployed under the public-private partnership model of the PPP Law 64/2020/QH14 and approved airport planning. Airport-service businesses under the current framework need minimum capital of VND 100 billion, with foreign investors holding no more than 30% of charter capital — tighter room than airlines, so project structure must be planned from the start.
What about ground services and airline catering?
Ground handling and airline catering are conditional business lines in civil aviation, with licensing, equipment-capacity and staffing requirements at each airport; the openness level for foreign capital follows the specific service in the commitments catalogue and sector rules. Investors usually diligence airport by airport, because service rights at a port attach to that port’s planning and operating capacity.
FLAT Law Firm — FLAT Law Firm advises on aviation investment in Vietnam: per-service equity-cap diligence, airline founding conditions and PPP airport project structures.
This article has been quality-reviewed by the FLAW AI Legal Council