How Much of a Vietnamese Company Can a Foreign Investor Own?

One of the first questions a foreign investor asks about Vietnam is a simple one: can I own the whole company myself? The honest answer is that it depends on what the company will do. For most ordinary business lines, full foreign ownership is allowed and common. For a defined set of sensitive or regulated sectors, the law attaches conditions — a ceiling on foreign shareholding, a requirement to partner with a Vietnamese company, or an additional licence before you may begin.

Understanding where your project falls, before you commit capital or sign a lease, saves months of difficulty later.

The two sources that decide the answer

Market access for foreign investors is shaped by two sources, read together. The first is Vietnam's commitments as a member of the World Trade Organization, which set out, sector by sector, what foreign service providers may do and under what limits. Whether and how those commitments apply to a particular investor can also depend on the investor's home country — for example, whether it is a WTO member or has a treaty with Vietnam. The second source is the domestic market-access negative list introduced under the Law on Investment 2020 and its guiding Decree 31/2021/ND-CP.

The negative list works by exception. Rather than listing what is permitted, it names what is not. It generally has two parts:

• Sectors not yet open to foreign investors — a short list.
• Sectors open on conditions — a longer list, where you may invest but must meet specific requirements.

Anything not named on either list is, in principle, open to foreign investors on the same terms as domestic ones. This is why most ordinary sectors — manufacturing, many services, technology, and trading — allow full foreign ownership.

What "conditional" actually means

A conditional sector is not a closed door. It means the law attaches one or more requirements to foreign participation. In practice, those conditions usually take one of these forms:

• A foreign-ownership cap — a maximum percentage that foreign investors may hold, with the balance reserved for Vietnamese parties.
• A joint-venture requirement — you may enter only in partnership with a Vietnamese company, sometimes with the local side holding a minimum stake.
• A licensing or qualification condition — an additional permit, a minimum level of capital, or a professional standard beyond the ordinary registration.

Advertising, logistics and transport, some distribution and retail activities, telecommunications, banking and finance, education, and certain real-estate and tourism services are common examples of conditional lines. The precise limit for a given activity comes from matching your intended business to the WTO schedule and the negative list — not from a single fixed rule.

Reading your own project correctly

The determining factor is the actual activity, not the label. Two companies that both call themselves "consulting" may fall on different sides of the line depending on what they really do. Because Vietnam classifies business lines carefully, the wording of your registered scope matters. It is worth confirming the classification early, since it drives both the ownership answer and the licensing route.

Where a sector is conditional, structure follows the rule. If a cap applies, the ownership split must respect it. If a joint venture is required, the choice of local partner and the terms of the partnership become central commercial decisions, and the company charter should set out governance, charter capital, and the thresholds for major decisions clearly from the start.

From answer to approval

Once the ownership question is settled, the setup path is the familiar one. A foreign-invested project generally obtains an Investment Registration Certificate (IRC) from the provincial investment authority first, then an Enterprise Registration Certificate (ERC). Investment capital is typically contributed through a Direct Investment Capital Account (DICA) at a licensed bank, and charter capital must generally be paid in within 90 days of the ERC being issued. The process usually takes a few months; for sensitive or conditional sectors, expect the authority to examine the market-access conditions closely at the IRC stage, which can lengthen it further.

For investors in the Đà Nẵng and Quảng Nam region, now a single administrative unit, the licensing authority has been consolidated, and high-tech and free-trade-zone incentives may apply to qualifying projects — a further reason to confirm both your sector's conditions and any available incentives before you file.

This article is general information as of 2026 and is not a substitute for licensed legal advice. Laws and their interpretation change.