A foreign logistics company preparing to expand into warehousing and trucking faced three related sectors with three different condition regimes. During appraisal it discovered one of its existing sub-licences belonged to a line just removed from the conditional list in the new review round: the licence was no longer needed, but the new post-inspection conditions differed. The conditional business lines list is not a read-once document — it is a living list, and every review round changes enterprise compliance costs.
What Appendix IV does: the boundary between business freedom and conditions
Under Investment Law 143/2025/QH15, conditional business lines are those where business activity must meet conditions for reasons of national defence, security, social order and safety, social ethics and public health; the list is set out in Appendix IV of the law. Every line outside the list is free business — enterprises simply register and operate, and no one may impose conditions beyond the law.
Business conditions take forms such as licences, eligibility certificates, practice certificates, capital confirmations, or facility and personnel requirements. Every condition in the list must trace back to a specific law or decree — the basis on which enterprises can push back against condition demands that appear in no legal list.
The amendment review round: cutting and shifting to post-inspection
The Government’s business-conditions reform programme runs on three principles across review rounds: remove lines that no longer need condition-based management; shift conditions from pre-inspection (prior licensing) to post-inspection (register, notify, then be inspected) for lines with controllable risk; and simplify retained conditions (dropping legal-capital and formal-experience conditions in favour of published technical standards).
Along this direction, recent review rounds concentrate on popular service sectors of FDI interest — distribution, logistics, education, auxiliary healthcare, information technology — aiming to cut the number of lines requiring sub-licences. However, the specific list of each round only has value once the amending instrument is officially issued; enterprises should not structure transactions on an unadopted draft list.
Foreign market access: two lists that must not be confused
Distinguish the Appendix IV conditional list (applying to all investors, domestic included) from the list of sectors with restricted market access for foreign investors. A line may be free for domestic investors yet carry ownership caps or joint-venture requirements for foreign investors, and conversely a line conditional for everyone is not necessarily further restricted for foreign capital beyond that common condition.
Each cut in Appendix IV automatically widens space for foreign investors in the corresponding lines, but ownership-cap relaxations must come from new international commitments or a separate amendment of the market-access list. FDI project appraisal must always run these two lookups independently.
How enterprises should audit the sub-licences they hold
A self-audit has four steps: first, list every sub-licence and eligibility certificate held and map each to its line in the current Appendix IV; second, identify licences in lines just removed from the list (no renewal needed, but shift to the corresponding post-inspection regime) and licences whose conditions changed in content; third, check the amending instrument’s transitional clause for licences still in term; fourth, update the internal compliance matrix and renewal calendar to the new status.
The commonly missed point: when a line leaves the conditional list, technical standards and post-inspection duties do not disappear — they become standing compliance obligations subject to inspection. Enterprises that cut compliance staff right after a licence is abolished usually stumble at the first post-inspection round.
Frequently Asked Questions
Which lines are expected to leave the conditional list?
Review rounds are oriented to cut lines no longer needing condition-based management and shift controllable-risk lines to post-inspection, concentrating on services such as distribution, logistics and support services. The specific list has legal value only when the Appendix IV amendment is officially issued — check your line in the current appendix and do not structure deals on drafts.
How are conditions for remaining lines simplified?
By principle: drop formal conditions on legal capital and seniority; replace paper conditions with published technical standards; convert pre-inspection to post-inspection where eligible; and digitalise retained licensing procedures. Every retained condition must trace to a specific law or decree in the list.
In which lines is foreign market access relaxed?
Appendix IV cuts relax conditions for all investors in the corresponding lines, but foreign ownership caps and joint-venture requirements belong to the separate restricted market-access list — changed only by new international commitments or amendments to that list. Run both lookups independently in FDI appraisal.
How should enterprises audit their existing sub-licences?
Map every sub-licence to its line in the current Appendix IV; identify licences in lines just removed or with changed conditions; check transitional clauses for in-term licences; and update the compliance matrix. Note: leaving the list does not erase technical duties — they become post-inspection obligations.
This article has been quality-reviewed by the FLAW AI Legal Council
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