Market Access Conditions for Foreign Investors

What are market access conditions?

Under the 2025 Investment Law (No. 143/2025/QH15, effective 01/3/2026), “market access conditions for foreign investors” are conditions foreign investors must meet when investing in business lines on the restricted market access list (clause 10, Article 3 and clause 3, Article 8). There are 05 condition groups: (1) the charter capital ownership ratio of foreign investors in the economic organization; (2) investment form; (3) scope of investment operations; (4) capacity of investors and partners participating in the investment activity; and (5) other conditions under laws, National Assembly resolutions, ordinances, decrees, and international treaties Vietnam has joined.

Simply put, before discussing procedures, foreign investors need to determine which of the three groups their planned business lines fall into:

• Prohibited group: 11 prohibited business lines — prohibited for all investors, domestic and foreign (Article 6 of the 2025 Investment Law).
• Restricted market access group: 23 business lines not yet accessible and 62 business lines accessible with conditions for foreign investors (Section A and Section B of Appendix I, Decree 96/2026/NĐ-CP).
• Remaining group: foreign investors access the market like domestic investors, with no additional access conditions.

Important note: the specific lists and conditions are provided in Decree 96/2026/NĐ-CP (effective 31/3/2026, replacing Decree 31/2021/NĐ-CP) plus each sector’s specialized laws and international treaties Vietnam has joined. The content below reflects the legal framework through September 2026; for specific projects, cross-check the instruments in force at implementation time.

11 prohibited business lines

Under Article 6 of the 2025 Investment Law, the following business lines are prohibited — applying to both domestic and foreign investors:

• Trading narcotics (per Appendix I of the Law).
• Trading chemicals and minerals (per Appendix II).
• Trading specimens of wild flora and fauna species harvested from nature (per Appendix III).
• Prostitution business.
• Buying and selling humans, tissues, corpses, human body parts, human fetuses.
• Human cloning business activities.
• Firecracker business.
• Debt collection services business.
• National treasures business.
• Exporting relics and antiques owned by the State or by political or socio-political organizations.
• E-cigarette and heated tobacco business.

If the planned business lines touch the sensitive areas above, investors should talk to a lawyer before taking any step — including signing an MOU with a partner.

Restricted market access list: how to look it up

The current list is in Appendix I of Decree 96/2026/NĐ-CP, with two sections:

• Section A — 23 not-yet-accessible business lines: foreign investors are not yet permitted to invest in these business lines.
• Section B — 62 conditionally accessible business lines: foreign investors may invest but must meet the corresponding conditions (on ownership ratios, investment forms, scope of operations, etc.). New compared to the old list is the addition of “construction activities of foreign contractors.”

Typical Section B business lines FDI investors encounter: banking, insurance, securities; postal, telecom; advertising; education; natural resource, mineral, and petroleum exploration and extraction; transport; river port, seaport, and airport business; real estate; goods trading and activities directly related to goods trading; tourism; healthcare and social services; auditing, accounting, tax services; logistics; providing e-commerce trading floors and social networks with e-commerce activities.

Three notes when looking up:

• Appendix I only names the business lines — specific conditions for each must be cross-checked against Articles 15 to 18 of Decree 96/2026/NĐ-CP, specialized laws, and relevant international treaties.
• The Ministry of Finance publishes market access conditions on the National Portal on Investment (Article 18 of Decree 96/2026/NĐ-CP) — the official lookup channel investors should consult.
• Business lines on the enterprise registration certificate must be expressed with the right sector codes; “dodging” by registering a different business line than actual operations can create risks when regulators inspect — see Business Licenses and Conditional Business Lines.

Foreign ownership ratios and international treaties

For conditionally accessible sectors, the “foreign room” — the maximum charter capital ownership ratio of foreign investors — is usually the first condition to check. Decree 96/2026/NĐ-CP provides these application principles (Article 17):

• If an international treaty Vietnam has joined provides market access more favorable than Vietnamese law, investors may apply that treaty.
• Investors covered by several treaties with different provisions may choose one treaty for all business lines and must fulfill all rights and obligations under the chosen treaty.
• Total ownership of foreign investors must not exceed the highest level under the treaty applying to the specific sector; companies doing business in multiple restricted sectors apply the lowest level among those sectors.

Some illustrative examples (detailed conditions need cross-checking against specialized instruments and the specific commitment schedules at implementation time):

• Advertising: foreign organizations and individuals may only cooperate with or invest in Vietnamese advertising service businesses as a joint venture or business cooperation contract — no 100% foreign-owned enterprise (clause 1, Article 40 of the 2012 Advertising Law).
• Distribution, retail: foreign-invested economic organizations establishing retail outlets beyond the first one must undergo an economic needs test (ENT), except in cases such as outlets under 500 m² inside shopping centers (Articles 22 and 23 of Decree 09/2018/NĐ-CP).
• Logistics: foreign ownership ratio limits vary by service type (maritime transport, road transport, warehousing, freight forwarding, etc.); the specific level depends on which treaty covers the investor and the selection principle above.

Because the foreign room depends simultaneously on domestic law, each treaty’s service commitment schedule, and how business lines are expressed in the dossier, counsel should cross-check this directly for each project rather than mechanically applying a single figure. Contact FLAT LAW FIRM for a review of the conditions applying to your specific business lines.

Distinguishing: market access conditions vs. sub-licenses

This is the most common confusion. The two layers of conditions differ in nature:

A company with an enterprise registration certificate (ERC) is not necessarily cleared to carry out all planned operations — the operational license layer must still be completed. See Business Licenses and Conditional Business Lines.

Two forms of foreign investor presence

After determining the business lines are accessible, investors choose the form of presence. The two most common forms differ significantly on access conditions:

• Establishing a new economic organization (greenfield project): the investor obtains the Investment Registration Certificate (IRC) then registers the enterprise (ERC). A notable new point: current law permits enterprise registration before the IRC is granted — the enterprise registration dossier must include a commitment to meet market access conditions, and the investor must complete IRC procedures within 12 months from establishment; the investment project may only be implemented after IRC procedures are completed (Article 19 of the 2025 Investment Law; Article 72 of Decree 96/2026/NĐ-CP). IRC-issuing authority: industrial park, export processing zone, high-tech park, or economic zone management boards for in-zone projects; the Department of Finance for out-of-zone projects (Article 27 of the 2025 Investment Law). See Company Formation and Corporate Legal.
• Capital contribution, share purchase, capital portion purchase (M&A): foreign investors must meet market access conditions, national defense and security conditions, and land law; and must complete capital contribution/share purchase registration before changing members/shareholders in cases where: (1) the contribution/purchase increases foreign ownership in an economic organization doing conditionally accessible business; (2) it leads to or increases ownership above 50% in statutory cases; (3) the foreign investor buys into an economic organization holding land use right certificates on islands, border/coastal communes, wards, towns, or other areas affecting national defense and security (Article 21 of the 2025 Investment Law; Article 76 of Decree 96/2026/NĐ-CP). Dossiers are filed at the investment registration authority where the economic organization is headquartered, with a 10 working day review period. See M&A and Corporate Restructuring and Capital Contribution and Share Purchase by Foreign Investors.

Each option has its own advantages and risks on timing, dossiers, inherited liability, and sector conditions — the decision should be made after market access conditions are reviewed, not before.

Pre-decision assessment checklist

Before signing with a partner or filing, investors should self-check these questions — the answers determine the right deal structure:

1. Which group do the planned business lines fall in: prohibited, restricted access (Section A or B of Appendix I, Decree 96/2026/NĐ-CP), or accessible like domestic investors?
2. If in Section B: what are the specific conditions — maximum ownership ratio, permitted investment forms, scope of operations, capacity requirements?
3. Which international treaties cover the investor (WTO, EVFTA, CPTPP, bilateral agreements)? Which treaty offers the most favorable conditions and should it be chosen?
4. The planned company will do business in multiple sectors — what is the lowest ownership cap among them?
5. Which form fits better: greenfield (using the pre-IRC enterprise registration mechanism) or capital contribution/share purchase (is pre-change registration required)?
6. Project location: inside or outside industrial parks/economic zones (determining the IRC authority: management board or Department of Finance)? Any land in border, coastal, or island areas?
7. After meeting market access conditions, what sub-licenses are needed before operations (specialized licenses, facility conditions, personnel)?
8. Does the desired timeline fit dossier review periods (e.g., 10 working days for capital contribution/share purchase registration) and the 12-month IRC completion deadline?

If any question lacks a firm answer, that is exactly what counsel should review before deciding. See Foreign Investment in Vietnam and Investment Guide.

Risks of skipping the market access check

• Mid-deal restructuring: discovering after signing a framework agreement that the sector restricts ownership ratios or investment forms — renegotiating from scratch, losing time and credibility.
• IRC or contribution registration dossiers rejected: the investment registration authority assesses market access conditions during review; non-compliance means no grant.
• Operating “off the books” beyond permitted scope: registering a different business line than actual operations to dodge conditions — risking administrative penalties and forced remediation on inspection.
• Miscalculated ownership cap in multi-sector business: checking only one sector while missing another with a lower cap, resulting in a non-compliant capital structure.
• Missing land and defense-security factors in M&A: buying shares in a company holding land use rights in sensitive areas without prior registration — the transaction may be revisited.
• Confusing market access with sub-licenses: meeting access conditions but operating without specialized licenses — still violating specialized laws.

Legal updates through September 2026

The foreign investment legal framework fundamentally changed in 2026. The 2025 Investment Law (No. 143/2025/QH15), adopted by the National Assembly on 11/12/2025, is effective 01/3/2026 (Article 7 on conditional investment business lines and Appendix IV effective 01/7/2026), replacing the 2020 Investment Law. Decree 96/2026/NĐ-CP (issued 31/3/2026, effective from signing) guides the 2025 Investment Law and repeals Decree 31/2021/NĐ-CP — the current restricted market access list is the 23 + 62 business lines in Appendix I of this Decree.

Notable new points: the pre-IRC enterprise registration mechanism (completing the IRC within 12 months); IRC-issuing authority for out-of-zone projects belonging to the Department of Finance; the principle of applying more favorable international treaties and the right to choose one treaty when covered by several; adding “construction activities of foreign contractors” to the conditionally accessible list. Circular 55/2026/TT-BTC (dated 15/5/2026) provides templates and reports on investment activities in Vietnam.

Full texts of the above instruments can be found at the Government’s legal normative documents system and the National Portal on Investment. Page content should be cross-checked against the instruments in force at the time of the procedure.

What does FLAT LAW FIRM do?

• Reviewing market access conditions for planned business lines: cross-checking Appendix I of Decree 96/2026/NĐ-CP, specialized laws, and the international treaties applying to the investor’s nationality.
• Assessing the foreign room and ownership structure options: determining the maximum ownership ratio and choosing the applicable treaty when the investor falls under several.
• Advising on investment form selection: greenfield (using the pre-IRC enterprise registration mechanism) vs. capital contribution/share purchase — analyzing pros and cons on timing, dossiers, and sector conditions.
• Preparing IRC and capital contribution/share purchase registration dossiers: drafting, filing, and working with management boards or the Department of Finance.
• Reviewing the sub-license layer after market access: listing all specialized licenses to complete before operations — see Business Licenses and Conditional Business Lines.
• Supporting Chinese and Taiwanese investors: our team works in Vietnamese, Chinese, and English and understands FDI project implementation practice — see Chinese Investors.

Frequently Asked Questions

Useful links

You should talk to a lawyer if:

• Your planned business lines fall in the conditionally accessible group or the applicable conditions are unclear.
• You are weighing greenfield establishment, capital contribution, share purchase, or a joint venture.
• The project spans multiple business lines and the foreign ownership cap needs determining.
• You fall under several international treaties and need to choose the most favorable option.
• The project involves land in border, coastal, or island areas or has national defense/security factors.
• The project needs to lease land or factories in industrial parks or complete many specialized licenses after meeting access conditions.