Short answer
On market access conditions, Vietnamese law does not distinguish between foreign individuals and foreign organizations: both are treated like domestic investors, except in sectors on the Government-published list of market-access restrictions (Article 8, Law on Investment 2025). The real differences lie in the dossier: legal-status documents, how financial capacity is proven, and which forms of presence each may choose.
Legal bases
- Law on Investment 2025 No. 143/2025/QH15 (effective 01/3/2026, replacing the Law on Investment 2020): Articles 3 (clauses 18, 19), 8, 18, 19, 21.
- Decree 96/2026/ND-CP (effective 31/3/2026; Articles 11 and 12 effective 01/7/2026): Articles 32, 39, Appendix I (list of sectors with market-access restrictions).
- Decree 111/2011/ND-CP on consular certification and legalization (amended by Decree 196/2025/ND-CP).
1. Market access conditions: applied equally
Article 8 of the Law on Investment 2025 provides that foreign investors — individuals of foreign nationality and organizations established under foreign law (Article 3.19) — are subject to the same market access conditions as domestic investors, except for sectors on the list of market-access restrictions for foreign investors.
The Government publishes this list in two groups (Appendix I, Decree 96/2026/ND-CP):
- Section A — sectors closed to market access (e.g. press, marine fishing, investigation and security services, public polling, blasting services);
- Section B — sectors with conditional market access (e.g. banking, insurance, securities, telecommunications, advertising, education, transport, real estate business).
Market access conditions cover: foreign ownership ratios in economic organizations; forms of investment; scope of investment activities; capacity of the investor and participating partners (Article 8.3). These conditions do not distinguish between individual and organizational investors.
2. The real differences: dossier and proof
2.1. Legal-status documents
Foreign individuals need only personal identification: a valid passport with a notarized Vietnamese translation. In practice, Vietnamese authorities accept a copy of the passport with certified translation; consular legalization of passports is not required.
Foreign organizations must submit a fuller legal dossier: the parent company’s business registration certificate (or equivalent), charter, overseas investment decision, and documents appointing a representative. All documents issued by foreign authorities or organizations must be consularly legalized under Decree 111/2011/ND-CP (as amended by Decree 196/2025/ND-CP) and translated with notarized Vietnamese versions.
2.2. Proving financial capacity
Under Article 32.1.c of Decree 96/2026/ND-CP, investors prove financial capacity with at least one of: financial statements for the two most recent years; a financial support commitment from the parent company; a financial support commitment from a financial institution; a guarantee of financial capacity; or other supporting documents.
Organizations typically use audited financial statements or a parent-company commitment. Individuals have no financial statements, so they rely on “other documents”: bank statements or balance confirmations, and proof of asset ownership. The assets should be proportionate to the registered investment capital.
2.3. Forms of presence
Both individuals and organizations may implement investment projects (Article 18.3) and establish economic organizations in Vietnam (Article 19). However, representative offices and branches under Decree 07/2016/ND-CP are available only to “foreign traders” — a foreign individual not registered as a trader cannot open a representative office or branch, and must instead use the investment-project or enterprise-establishment route.
2.4. Ownership-ratio conditions
The condition on “foreign ownership ratios in economic organizations” (Article 8.3.a) only arises when investing through an economic organization (establishing a company or contributing capital/acquiring shares). An individual investing directly in a project without a company is instead subject to conditions on investment form and scope.
3. Practical notes
- Check the sector first: compare the planned sector against Appendix I of Decree 96/2026/ND-CP. Note that Articles 11 and 12 of the Decree (detailing market access) take effect on 01/7/2026 — watch for guidance during the transition.
- Prepare the dossier early: for foreign organizations, consular legalization abroad often takes weeks — start immediately.
- Work permit exemption: owners/capital-contributing members with contributions of VND 3 billion or more are exempt from work permits under Decree 219/2025/ND-CP.
FAQ
Are foreign individuals more restricted by sector than organizations?
No. The market-access restriction list applies equally. Differences arise only in the practical ability to meet conditions (e.g. banking and insurance require legal-entity status, so individuals can hardly invest directly).
Do foreign organizations get better incentives than individuals?
No. The Law on Investment 2025 treats investors equally (Article 5.5); investment incentives attach to the project (sector, location, scale), not to the investor’s form.
Prepared by the FLAW AI Legal Council. This article is pending QA review by the Council and owner approval before publication.