“Can foreigners do this sector?” — for an FDI company, adding business lines is not just adding a line to the business registration. Unlike domestic companies, each new line of an FDI company must pass the market access test: whether the sector is open to foreign investors, what conditions attach (ownership ratio, investment form, capacity), and where those conditions come from — domestic law or WTO/FTA commitments. Getting this step wrong, the file will stall at appraisal no matter how complete the paperwork.
The second peculiarity: adding business lines for FDI usually runs on two parallel tracks — changing enterprise registration and amending the Investment Registration Certificate (the project objectives). Doing only one leaves an inconsistent legal file. This article shows how to check conditions per sector, the two-track sequence, and the specific dossiers.
Quick summary
| Topic | Adding business lines for FDI companies: checking market access conditions and the two-track procedure (enterprise registration + IRC) |
|---|---|
| Key point | Check the conditions applicable specifically to foreign investors before filing; new lines usually require updating both the enterprise registration and the IRC |
| Authorities involved | Business registration authority (Department of Finance), investment registration authority (Management Authority/Department of Finance) |
| Biggest risk | Registering a line foreign investors cannot access or for which conditions are unmet — the file is returned, time wasted on rework |
Step 0: check market access conditions
Before drafting the file, answer three questions for each proposed new line:
- Is the sector on the conditional business list? Check Appendix IV of the Law on Investment No. 143/2025/QH15 and guiding instruments (Decree 96/2026/ND-CP and amending instruments).
- What specific conditions apply to foreign investors? E.g., capital ownership caps, investment form requirements, financial capacity/experience conditions, investment in-principle approval requirements.
- What do Vietnam’s WTO/FTA commitments say about this sector? Some sectors are open under commitments but domestic law imposes tighter conditions (or vice versa) — read both and apply the correct level to your case.
The rule: do not assume “a similar sector is allowed so this one is too”. Each VSIC code is appraised independently; one different word in the sector name can mean different conditions.
The two-track procedure: enterprise registration and IRC
| Track | Enterprise registration change | IRC amendment |
|---|---|---|
| Content | Adding sector codes to the Enterprise Registration Certificate | Updating the investment project’s objectives to match the new lines |
| Authority | Business registration authority (Department of Finance) | Investment registration authority that issued the IRC |
| When mandatory | Always, when the company actually operates the new lines | When the new lines change the project objectives on the IRC |
Sensible sequence: check conditions → amend the IRC first (if needed, as this is the content appraisal stage) → change enterprise registration → update sector lines on invoices, model contracts and related sub-licenses.
Dossiers for each track
Enterprise registration change (under Decree 168/2025/ND-CP): notice of enterprise registration content change; the owner/Members’ Council/General Meeting of Shareholders decision on adding lines; amended charter (if needed). IRC amendment: amendment request; the investor’s decision; project implementation status report; evidence of meeting the new lines’ market access conditions. For details see the foreign investment project amendment dossier checklist.
If adding lines comes with a capital scale increase to meet conditions (e.g., statutory capital), handle the charter capital change procedure simultaneously.
Sector groups needing special attention
- Sectors with ownership ratio conditions: restructure capital before or in parallel — you cannot “register first, restructure later”.
- Sectors requiring sub-licenses: registering the line is not enough to operate; the sectoral license is needed before rollout (e.g., education, healthcare, logistics).
- New sectors (digital economy, fintech): may fall into a “gray zone” — analyze the activity’s nature and consult the competent authority’s view before committing.
- Location-linked sectors: if new lines are deployed at a different location from the current head office, also review head office/location issues.
Legal basis
- Law on Investment No. 143/2025/QH15 (conditional investment sector list);
- Law 76/2025/QH15 amending the Law on Enterprises;
- Decree 96/2026/ND-CP guiding the Law on Investment No. 143/2025/QH15;
- Decree 168/2025/ND-CP on enterprise registration;
- Decree 29/2025/ND-CP on the functions and tasks of the Ministry of Finance;
- Vietnam’s WTO commitment schedule and FTAs (checked per sector).
Common mistakes
1. Copying a domestic company’s lines. A line freely open to domestic companies does not mean FDI can do it — market access conditions are a separate gate.
2. Changing only enterprise registration, forgetting the IRC. New lines mismatching the project objectives on the IRC — trouble in later procedures (investment reporting, extension, incentives).
3. Registering lines “for later”. Registering many lines not yet operable causes trouble at post-inspection; register only lines with real rollout plans.
FAQ
Does adding lines for FDI require an IRC amendment?
Usually yes, if the new lines change the project objectives on the IRC. The two procedures should be done in sync for a consistent legal file.
Can FDI add conditional sectors?
Yes, if all conditions applicable to foreign investors are met (ownership ratio, capacity, investment form…). Condition compliance must be evidenced in the file.
Where are market access conditions checked?
The conditional sector list in investment law (Appendix IV of the Law on Investment No. 143/2025/QH15, effective 01/7/2026), guiding instruments, and Vietnam’s WTO/FTA commitment schedules.
How long does adding lines take?
It depends on the sector: unconditional lines are quick (enterprise registration change within working days of a valid file); conditional lines or IRC amendments take longer due to appraisal.
May a registered line operate without a sub-license?
No, for sectors requiring sectoral licenses. Registering the line is only a necessary condition; the sub-license is needed before operating.
When should a lawyer be involved?
When the new lines are conditional, when WTO/FTA commitments must be read, or when adding lines involves capital restructuring or location changes — feasibility must be assessed before filing to avoid returns.
