Vietnam continues to be a top destination for foreign direct investment companies, offering vast opportunities across manufacturing, services, and technology. Yet, despite its openness, investors must carefully navigate the Vietnam foreign investment restrictions that define sector-specific ownership caps and compliance requirements.
Understanding these frameworks is crucial — especially the foreign investment negative list, which outlines industries where full foreign ownership is limited or conditional. By mastering these regulations early, investors can confidently structure their ventures, avoid compliance risks, and align their strategies with Vietnam’s long-term economic vision.
General Principles for Foreign Direct Investment Companies
The Law on Investment No.61/2020/QH14 sets the foundation. It establishes the “Market Access” principle. Unless a sector is on the “Negative List” of Decree No.31/2021/ND-CP, foreigners are treated the same as locals are, allowing 100% ownership.
Sector I: Agriculture, Forestry & Fisheries
The “Land” Barrier
Law No. 31/2024/QH15 prevents direct ownership. Because land is state property, foreign entities cannot hold freehold titles. Instead, investors must utilize renewable land leases of up to 50 years, necessitating robust lease agreements.
Marine Resources
Vietnam enforces stringent protections to safeguard national security. Decree No. 31/2021/ND-CP classifies “marine resource exploitation” as strictly prohibited. Consequently, foreign entities are barred from holding equity in fishing fleets.
Conditional Access: Rice and Forestry
Strategic commodities like rice fall under conditional rules. Vietnam’s WTO Commitments exclude rice distribution from open sectors. Therefore, international investors typically cannot engage in rice exportation without forming a Joint Venture and specialized licenses from the Ministry of Industry.
Read Related: Setting Up a Limited Liability Company (LLC) in Vietnam: A Full Guide for Investors
Sector II: Industry and Construction
Manufacturing: The Unrestricted Engine
This sector enjoys complete liberalization. Whether producing electronics or textiles, foreign direct investment companies may establish 100% wholly-owned enterprises, effectively eliminating the requirement for local partners in factory operations.
Construction Services
Foreign contractors are permitted to establish 100% foreign-owned enterprises for infrastructure projects. This allows firms to execute civil contracts independently. However, investors must distinguish this from real estate development.
Energy and Mining Regulations
Resource extraction sectors remain heavily regulated. Oil and mining are conditional industries, often requiring Production Sharing Contracts (PSCs) with state enterprises.
Read Related: Investment Registration Certificate (IRC) in Vietnam: Complete Insights for Investors
Sector III: The Service Economy
Banking
The financial sector maintains safeguards under Law on Credit Institutions No. 32/2024/QH15. Foreign ownership in commercial banks is capped at 30% of charter capital. Individual foreign investors are limited to 5%, while institutional investors may hold up to 15%.
Investors seeking exposure outside traditional banking face fewer restrictions. Decree No. 69/2025/ND-CP explicitly permits foreign ownership up to 50% in non-bank credit institutions, fostering greater foreign capital participation in personal credit markets.
Real Estate
The Housing Law No. 43/2024/QH15 authorizes foreign ownership of physical structures. International individuals may purchase apartments within commercial projects, subject to strict quotas. Foreign ownership is capped at 30% of total units per condominium building and 250 houses per ward.
Logistics and Transport Constraints
Logistics services often necessitate local partnerships due to binding WTO commitments. Foreign equity is typically capped at 50% for container handling and 51% for road freight. Consequently, most international firms establish Joint Ventures to ensure legal compliance within supply chains.
Education and Training Investment
Foreign investors may own 100% of educational institutions under Decree 86/2018/ND-CP. However, the barrier is financial. Investors must demonstrate a minimum capital investment of 50 million VND per student, ensuring only well-capitalized, serious educational entities enter the Vietnamese market.
Read Related: Obtaining an Enterprise Registration Certificate (ERC) for Company Setup in Vietnam
Conclusion
Vietnam’s evolving investment framework continues to attract foreign direct investment companies, yet success depends on understanding how ownership caps and regulatory limits apply across sectors.
Manufacturing investors can confidently establish wholly owned subsidiaries, taking advantage of the law that allows 100% foreign equity and full supply chain control without local partners. Financial strategists navigating Vietnam foreign investment restrictions can now leverage Decree 69, which opens opportunities to restructure banks and expand ownership up to 49%. Meanwhile, service providers operating under the foreign investment negative list must strategically form Joint Ventures, balancing compliance with WTO commitments while maintaining market access.
In short, Vietnam’s investment environment rewards those who plan ahead — mastering regulations today ensures sustainable, compliant growth tomorrow.
FAQ
1. Can Foreign Investors Own 100% of Companies in Vietnam?
Yes. For most companies in industries like manufacturing, tech, consulting, and education, foreign investors can own 100% equity. Restrictions only apply if the company’s sector appears on the “Negative List” (e.g., Banking, Logistics, Media).
2. Can Foreigners Own Land in Vietnam?
No. Land in Vietnam is collectively owned by the state, so foreign companies and individuals cannot hold freehold titles. Instead, you can lease land for up to 50 years (renewable). You own the factory or building constructed on the land — but not the land itself.
3. Can Foreigners Buy a House or Apartment in Vietnam?
Yes, but with limits. You can own up to 30% of units in a single condo building or 250 houses in one administrative ward. Your ownership title is valid for 50 years and can be renewed once.
4. What Is the Foreign Ownership Limit (FOL) for Banks in Vietnam?
Generally 30%. However, under the new Decree 69/2025, you can own up to 49% if you purchase shares in a “weak” bank undergoing mandatory restructuring, provided you get Prime Minister approval.
5. Can Foreign Investors Own Fintech or Consumer Finance Companies?
Yes. Non-bank credit institutions (such as leasing or consumer finance firms) allow up to 50% foreign ownership under Decree 69/2025, which is significantly higher than the standard cap for traditional commercial banks.
6. Which Sectors Are Prohibited for Foreign Investors in Vietnam?
Marine resources and security. You cannot invest in marine fishing, judicial administration, or security and investigation services. Foreign ownership in these sensitive sectors is strictly capped at 0% to protect national interests.
7. Why Do Logistics Foreign Direct Investment Companies Need a Local Partner?
WTO Commitments. Vietnam’s trade agreements cap foreign equity in logistics (e.g., container handling at 50%, road freight at 51%). Therefore, you must form a Joint Venture (JV) with a Vietnamese partner to operate legally.
8. Is There a Minimum Capital Requirement for Foreign-Invested Companies in Vietnam?
Generally, no. For most sectors, you just need “sufficient” capital for your business plan. However, specific sectors like Education (50M VND per student) or Finance have hard statutory minimum capital requirements.
9. How to Check Foreign Ownership Limits for Companies in Vietnam?
Use your VSIC Code. Find your Vietnam Standard Industrial Classification (VSIC) code and check it on the National Portal on Foreign Investment. If your code is not listed as “restricted,” you are automatically allowed 100% equity.
10. Can Foreign Investors Buy Shares in Public Listed Companies in Vietnam?
Yes. The standard limit is 49%. However, if the company operates in a non-restricted industry (like Dairy or Tech), it can lift its own limit to 100% by updating its charter and notifying the State Securities Commission.
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