Vietnam is currently one of the most attractive investment destinations in the global market. The Law on Investment 2025, effective from 01 March 2026, marks a significant shift in Vietnam’s approach to investment governance and promotion, particularly in the context of deep international integration and intensifying competition for global capital flows. Beyond technical amendments, the new Law focuses on removing procedural barriers, enhancing investor autonomy, and clarifying market access mechanisms in a manner that is transparent and predictable.

The following article provides foreign investors with a clear, practical, and up-to-date overview of the market access conditions applicable to foreign investment in Vietnam. 

1. Overview of Market Access Conditions for Foreign Investors in Vietnam

General Framework of Market Access Conditions for Foreign Investors in Vietnam

Market access conditions play a central role in determining whether and how foreign investors may participate in business activities in Vietnam. Rather than adopting a case-by-case approval system, Vietnam applies a structured legal framework that clearly defines which sectors are open, conditionally open, or restricted to foreign investment.

Understanding these conditions is essential for foreign investors, as market access requirements directly affect investment structuring, ownership ratios, licensing procedures, and long-term operational compliance. Failure to assess market access conditions at an early stage may lead to delays, additional compliance costs, or rejection of investment applications.

1.1. What Are Market Access Conditions?

Market access conditions refer to the legal requirements and limitations imposed on foreign investors when entering specific business sectors in Vietnam. These conditions determine whether foreign investment is permitted, and if so, under what scope and form such investment may be conducted.

The Government promulgates the List of Sectors and Trades with Restricted Market Access for Foreign Investors, which includes:

a) Sectors and trades in which market access is not permitted; and

b) Sectors and trades in which market access is permitted subject to specific conditions.

In practice, market access conditions may include:

• Restrictions on foreign ownership ratios
• Requirements on investment form (e.g. joint venture or wholly foreign-owned enterprise)
• Limitations on the scope of permitted business activities
• Conditions related to investor qualifications, experience, or capital
• Compliance with Vietnam’s commitments under international treaties and free trade agreements

Vietnam adopts a negative list approach, meaning that foreign investors are allowed to access all business sectors except those expressly restricted or prohibited by law. This approach enhances transparency and predictability, enabling investors to better assess regulatory risks before making investment decisions.

1.2. Legal Framework Governing Market Access Conditions for Foreign Investors in Vietnam

Market access conditions for foreign investors in Vietnam are governed by a combination of domestic legislation and international commitments, forming a comprehensive and hierarchical legal framework.

Key legal instruments include:

• The Law on Investment 2025, effective from 01 March 2026
• Guiding decrees and implementing regulations issued by the Government
• Vietnam’s market access commitments under the WTO, CPTPP, EVFTA, RCEP, and other bilateral and multilateral free trade agreements
• The official List of Sectors with Restricted Market Access for Foreign Investors (Negative List)

Under Vietnamese law, foreign investors must satisfy both statutory market access conditions and treaty-based commitments, depending on the applicable sector. In cases where domestic regulations and international commitments differ, the more favorable provisions for foreign investors may be applied, provided they are clearly recognized by competent authorities.

This legal framework reflects Vietnam’s ongoing efforts to balance investment liberalization with regulatory control over sensitive sectors, ensuring both openness to foreign capital and protection of national interests.

>> SEE ALSO: HOW TO SET UP A 100% FOREIGN-OWNED COMPANY IN VIETNAM?

2. Sectors Prohibited or Restricted for Foreign Investors

Under Vietnamese law, foreign investors face two levels of market limitations:

2.1. Prohibited Sectors

Pursuant to Clause 1, Article 6 of the Law on Investment 2025, the following sectors and business lines are prohibited from investment and business activities in Vietnam:

a) Trading in narcotic substances specified in Appendix I attached to this Law;

b) Trading in certain chemicals and minerals specified in Appendix II attached to this Law;

c) Trading in specimens of wild flora and fauna species harvested from the natural environment as specified in Appendix I to the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES); and specimens of endangered, precious, and rare forest plants, forest animals, and aquatic species of Group I harvested from the natural environment as specified in Appendix III attached to this Law;

d) Prostitution-related business activities;

dd) Trading in human beings, human tissues, corpses, body parts, or human fetuses;

e) Business activities related to human cloning;

g) Trading in fireworks and explosive fireworks;

h) Debt collection services;

i) Trading in national treasures;

k) Export trading of relics and antiques;

l) Trading in electronic cigarettes and heated tobacco products.

Foreign investors are not permitted to access these sectors under any form of investment, including establishment of enterprises, capital contribution, acquisition of shares or equity interests, or investment under contractual arrangements.

2.2. Conditional Sectors 

Conditional business sectors are sectors in which investment and business activities conducted within the territory of Vietnam are subject to specific conditions due to reasons of national defense and security, public order and safety, social ethics, or public health.

The list of conditional investment and business sectors is provided in Appendix IV attached to the Law on Investment 2025.

3. Market Access Conditions Applicable to Foreign Investors 

Applicable Market Access Requirements for Foreign Investors

3.1. Sectors Subject to Restricted Market Access for Foreign Investors

Foreign investors are subject to the same market access conditions as domestic investors, except for investment sectors and business lines included in the List of Sectors with Restricted Market Access for Foreign Investors. This List is promulgated by the Government and applied uniformly nationwide.

Pursuant to the Law on Investment, sectors with restricted market access for foreign investors fall into the following two categories:

(i) Sectors Not Yet Open to Market Access

These are sectors in which foreign investors are not permitted to invest under any form, unless otherwise provided by Vietnamese law or by an international treaty to which Vietnam is a party. Such sectors typically involve national defense and security, politics, press and publishing, and certain other sensitive or specialized activities.

Where an investment project falls within a sector that is not yet open to market access, the competent state authority shall refuse to consider the issuance of an Investment Registration Certificate or approval of investment policy for the foreign investor’s project.

(ii) Sectors Open to Market Access Subject to Conditions

These are sectors in which foreign investors are permitted to invest subject to compliance with specific market access conditions prescribed by law. Such conditions are designed to ensure consistency with Vietnam’s investment management policies, international commitments, and the protection of public interests.

Foreign investors may only carry out investment activities after demonstrating full compliance with the applicable market access conditions for each specific sector or business line.

3.2. Contents of Market Access Conditions Applicable to Foreign Investors

Pursuant to Clause 3, Article 8 of the Law on Investment 2025, the market access conditions applicable to foreign investors as specified in the List of Sectors with Restricted Market Access for Foreign Investors include:

a) Foreign ownership ratio in the charter capital of an economic organization

Vietnamese law may prescribe a maximum foreign ownership ratio in certain sectors. Such ownership limits may vary depending on the sector or business line and Vietnam’s international commitments.

b) Forms of investment

Foreign investors may be restricted in terms of investment forms, such as being permitted to invest only through joint ventures with Vietnamese partners, business cooperation contracts (BCCs), or other investment forms as prescribed by law.

c) Scope of investment activities

Certain sectors permit foreign investment but impose restrictions on the scope of activities, geographical areas of investment, or types of services provided, in order to meet state management requirements.

d) Capacity of the investor and investment partners

In some sectors, the law requires foreign investors or proje ct partners to satisfy specific requirements relating to financial capacity, experience, professional qualifications, or reputation relevant to the proposed investment activities.

dd) Other conditions

Other conditions as prescribed by laws, resolutions of the National Assembly, ordinances and resolutions of the Standing Committee of the National Assembly, decrees of the Government, and international treaties to which the Socialist Republic of Vietnam is a party.

Key Compliance Note:

From 1 March 2026, Vietnamese law allows foreign investors to establish an economic organization prior to completing the procedures for obtaining an Investment Registration Certificate (IRC), provided that all applicable market access conditions are fully satisfied.

Failure to comply with market access conditions often results in the refusal to grant an Investment Registration Certificate (IRC), requirements to adjust registered business lines or the scope of investment activities, restructuring of ownership structure, delays in project implementation, and increased legal risks during post-licensing inspections and compliance reviews.

Accordingly, early-stage legal due diligence is essential to avoid costly restructuring and remedial adjustments at a later stage.

>> SEE ALSO: INVESTMENT REGISTRATION CERTIFICATE (IRC) APPLICATION PROCEDURE IN VIETNAM

4. Strategic Considerations for Foreign Investors in 2026

Investment Strategies and Considerations for Foreign Investors in 2026

For foreign investors planning to enter Vietnam in 2026, several strategic points should be considered:

• Conduct a sector-specific market access review before investment decisions
• Carefully structure ownership and investment vehicles from the outset
• Leverage Vietnam’s FTA commitments to obtain more favorable access conditions
• Seek professional legal advice to interpret overlapping regulations and treaties

Vietnam remains highly welcoming to foreign investment, but compliance with market access conditions is non-negotiable. Investors who understand and plan for these requirements early will gain a significant advantage in both approval timelines and long-term operational stability.

>> SEE ALSO: VIETNAM’S RELIABLE LAW FIRM FOR FOREIGN BUSINESSES

The above information outlines Market Access Conditions for Foreign Investors in Vietnam 2026, as provided by Hung Phi Law Firm to our clients.

Should you have any questions regarding this matter or require legal advice tailored to your specific case, please do not hesitate to contact the lawyers of Hung Phi Law Fir m for timely support and professional consultation.

Contact Information:

Hung Phi Law Firm

Phone: (+84) 962 75 28 38

Email: luathungphi@gmail.com

Website: hungphi.vn

Sincerely,