“Which sectors bar 100% foreign ownership?” has no fixed answer — the answer lives in a list being updated under the new Investment Law. This article does not enumerate ratios (they are changing); it teaches you how to look them up correctly and understand the legal chain behind the list.
The legal chain behind the “restricted list”: three layers
Market access conditions for foreign investors are built from three stacked legal layers:
- Layer 1 — International commitments: Vietnam’s market-opening commitments under the WTO, CPTPP, EVFTA and bilateral FTAs. This is the “ceiling” — Vietnam may not close beyond what it committed, but may open further.
- Layer 2 — Investment Law 143/2025/QH15 (effective 1 March 2026, replacing Law 61/2020/QH14): sets the principles for market access conditions and tasks the Government with issuing the list of sectors with restricted market access for foreign investors.
- Layer 3 — Sectoral laws: each sector’s specialized law (telecom, banking, transport, education, health, press, etc.) sets concrete conditions: some mandate joint ventures, some cap ownership ratios, some require sub-licenses with conditions on capital, personnel and facilities.
The key point: layer 3 is where the numbers are actually set. The Investment Law’s list is only a map — the real conditions sit in sectoral laws and each ministry’s guiding documents.
How to look it up correctly, in four steps
Step 1: Pin down your sector code under Vietnam’s economic sector system
Every procedure starts from the sector code you register. Get the code wrong here and every later lookup is off. Match your intended business lines against the current Vietnamese economic sector system before anything else.
Step 2: Consult the restricted list in force when the project is structured
The restricted-sector list for foreign investors is published with the Investment Law’s implementing documents. Critical note: Investment Law 2025 took effect on 1 March 2026 and its guiding documents are being reviewed and updated — the list you check today may differ from the one applied when the project launches. Always record the list version and lookup date in your internal file.
Step 3: Cross-check the sectoral law and the line ministry’s guiding documents
For each listed sector, read the sectoral law for concrete conditions: how the investment form is limited, whether sub-licenses apply, statutory capital, personnel and facility requirements. This is the most laborious step — and the one that decides the whole structure’s feasibility.
Step 4: Check bilateral treaties (if the investor’s home country has its own FTA)
Some bilateral FTAs commit to deeper opening than the general undertakings. Investors from a country with a more favorable FTA may receive better-than-list treatment.
Commonly restricted sector groups: for orientation, not conclusions
From practical experience (no substitute for an official lookup), these groups frequently appear as restricted: telecom and network-based IT; transport (aviation, maritime, rail); large-scale distribution and retail; education and training; healthcare; press, publishing and media; legal and audit services; banking, insurance and securities, plus certain security- and defense-related sectors.
But “commonly restricted” does not mean “always barred from 100%”: some sectors only cap ratios, some allow 100% with stringent sub-licenses, some are fully open to investors from certain FTA countries. Never conclude from memory — always run the four steps.
The price of a wrong lookup
Designing a 100% structure for a restricted sector means an IRC refusal — or worse, a granted certificate later revoked on review. The rework cost includes: investment project adjustment, renegotiating with a domestic partner from weakness, and lost opportunity time. A correct lookup upfront is cheaper than any fix.
FAQs
Can I rely on the restricted list under the 2020 Investment Law?
You should not. Investment Law 143/2025/QH15 replaced Law 61/2020/QH14 from 1 March 2026, and its guiding documents are being updated accordingly. The old list may be outdated for some sectors. Always consult the list issued with the 2025 Law’s guiding documents and note your lookup date.
My sector is not on the restricted list — am I definitely clear for 100%?
Almost, but step 3 still applies: some sectors are absent from the Investment Law list yet carry conditions under sectoral law (e.g. sub-license or statutory capital requirements). “No market access restriction” and “no business conditions” are two different concepts.
Are any sectors absolutely closed to foreign investors?
A narrow set of defense-, security-related and other special sectors bars foreign investors in any form. The list is short and explicit — if your sector is outside it, the practical question is “restricted to what extent”, not “allowed at all”.
Do market access conditions apply when a foreign investor buys into an existing Vietnamese company (M&A)?
Yes. Capital contributions, share purchases and stake acquisitions by foreign investors remain subject to market access review — especially where the deal increases foreign ownership or triggers registration with the investment registration authority. Do not treat M&A as a detour around market access conditions.
Contact us
FLAT Law Firm advises foreign investors on investment structuring, IRC/ERC procedures, ownership design and compliance in Vietnam. Contact us for advice on your specific case.
For reference only; not a substitute for legal advice on your specific case.
This article is pending review by the FLAW AI Legal Council.
