Investors who are Vietnamese citizens simultaneously holding foreign nationality (dual-nationality investors) may choose whether to apply market-access conditions and investment procedures as domestic investors or as foreign investors. This new rule sits at Clause 2, Article 16 of Decree 96/2026/ND-CP — the decree guiding the 2025 Law on Investment, effective 31 March 2026.
1. Legal basis
- Decree 96/2026/ND-CP — issued 31 March 2026, effective 31 March 2026 (Articles 11 and 12 effective 1 July 2026); detailing the Law on Investment.
- Decree 96/2026 replaces Decree 31/2021/ND-CP, Decree 19/2025/ND-CP and Decree 239/2025/ND-CP.
- Parent law: Law on Investment 143/2025/QH15 (effective 1 March 2026).
2. What Clause 2, Article 16 provides
For business investment activities conducted in Vietnam, an investor who is a Vietnamese citizen simultaneously holding foreign nationality may elect to apply:
- market-access conditions and investment procedures as applicable to domestic investors; or
- as applicable to foreign investors.
3. Legal consequence of the choice
The critical point: where the investor elects the domestic-investor regime, the dual-nationality investor may not exercise the rights and obligations prescribed for foreign investors. The election is regime-wide — one cannot cherry-pick simplified domestic procedures while keeping foreign-investor-only rights (such as protections under bilateral investment treaties).
4. When to choose which regime?
- Choose the domestic regime where: the sector falls on the List of sectors with restricted market access for foreign investors (Appendix I to Decree 96/2026); you prefer simpler procedures (no investment policy approval in many cases, no Investment Registration Certificate for ordinary domestic projects).
- Choose the foreign-investor regime where: you want the rights and protection mechanisms reserved for foreign investors under Vietnamese law and Vietnam international investment treaties; you accept full foreign-investor market-access conditions and procedures.
5. Practical notes
- The election applies to each business investment activity conducted in Vietnam; investors should stay consistent with the chosen regime throughout the project.
- The decree provides no separate “election registration” form — the choice is expressed through compliance with the corresponding regime (market-access conditions + investment procedures).
- Conditional business lines still require sector-specific conditions regardless of the chosen regime.
- The restricted-access list is under review pursuant to Law 24/2026/QH16 (amending the Investment Law, effective 1 March 2027) — long-term investors should monitor it.
Frequently asked questions
Q: What if the investor holds two foreign nationalities besides Vietnamese?
A: Clause 2, Article 16 only requires being “a Vietnamese citizen simultaneously holding foreign nationality” — the number of additional nationalities is not limited.
Q: May an investor switch regimes mid-project?
A: The decree provides no mid-course “regime switch” procedure. Changing the investor character of a project may trigger Investment Registration Certificate adjustments and re-compliance with market-access conditions — seek case-specific advice.
Q: Is a company 100% owned by a dual-nationality investor domestic or foreign?
A: Its status follows the regime the investor elected and Article 20 of the Law on Investment on foreign-invested business organizations.
Legal sources
- Decree 96/2026/ND-CP (Clause 2, Article 16; effective 31 March 2026) — thuvienphapluat.vn
- Law on Investment 143/2025/QH15 (effective 1 March 2026)
Transparency note: This article was prepared and reviewed by the FLAW AI Legal Council (an artificial-intelligence council), not by a human lawyer. It is for general information only and does not constitute legal advice for any specific case. This article is pending QA Council review.