Learn how to establish a 100% foreign-owned company in Vietnam in 2026, including ownership restrictions, investment requirements, legal procedures and licenses.
A 100% foreign-owned company in Vietnam can be established by foreign individuals or foreign organizations in many business sectors, provided that the relevant foreign investment and market access requirements are satisfied.
Under the Law on Investment No. 143/2025/QH15 and Decree No. 96/2026/ND-CP, foreign investors must assess ownership restrictions, business conditions, and investment registration requirements before establishing a wholly foreign-owned enterprise in Vietnam.
This article by Song Thinh International Law Firm explains the legal requirements, permitted business sectors, restricted industries, and company registration procedures applicable to foreign investors in Vietnam in 2026.
1. Can Foreigners Own 100% of a Company in Vietnam?
Yes. Foreigners may establish and fully own companies in Vietnam when the applicable laws and international commitments permit 100% foreign ownership.
A wholly foreign-owned company is a Vietnamese legal entity whose charter capital is entirely held by one or more foreign investors.
Foreign investors may be:
- Foreign individuals.
- Companies incorporated outside Vietnam.
- Foreign investment organizations.
- Multiple foreign investors jointly establishing a Vietnamese company.
For example, a foreign individual may establish a single-member limited liability company in Vietnam and own its entire charter capital, provided that the proposed business activities are legally open to full foreign ownership.
Similarly, a foreign corporation may establish a wholly owned subsidiary in Vietnam to conduct permitted business operations.
However, the right to own a company must be distinguished from the right to carry out specific business activities.
A company may be legally established but still require additional permits before commencing certain commercial operations.
2. Article 8 of Vietnam’s Law on Investment 2025: Foreign Market Access Conditions
Article 8 of Law on Investment No. 143/2025/QH15 establishes the legal framework governing market access by foreign investors.
2.1. General Principle of Market Access
Under Clause 1, Article 8, foreign investors are generally subject to the same market access conditions as domestic investors, except where foreign investment restrictions apply.
This creates an important starting point for evaluating whether a foreign investor may establish a company with 100% foreign ownership.
However, the general principle does not override restrictions imposed by Vietnamese legislation or applicable international treaties.
2.2. Two Categories of Restricted Business Sectors
Clause 2, Article 8 provides for two categories of restricted market access:
Category A: Business sectors in which foreign investors are not permitted to access the market.
Foreign investors cannot undertake the prohibited investment activities falling within this category.
Category B: Business sectors subject to conditional market access.
Foreign investors may undertake these activities only if they satisfy the applicable market access conditions.
The relevant list is published in Appendix I of Decree No. 96/2026/ND-CP.
2.3. Five Types of Foreign Market Access Conditions
Under Clause 3, Article 8, market access conditions may relate to:
- Foreign ownership ratio: The permitted percentage of charter capital held by foreign investors.
- Forms of investment: The investment methods or corporate structures permitted.
- Scope of investment activities: Restrictions on the services, products, or activities the enterprise may undertake.
- Investor qualifications and business partners: Requirements concerning investor capacity or participation by relevant partners.
- Other statutory or treaty conditions: Additional requirements under Vietnamese law and applicable international agreements.
Importantly, a business sector may permit full foreign ownership but still impose other conditions concerning professional qualifications, investment licenses, business locations, or operational activities.
Therefore, ownership percentage alone is insufficient to determine whether a foreign investment project is legally feasible.
3. What Business Sectors Allow 100% Foreign Ownership in Vietnam?
Foreign investors may generally establish wholly foreign-owned enterprises in business sectors without applicable foreign ownership restrictions.
Examples of business activities that may accommodate 100% foreign ownership, subject to their specific scope and applicable regulations, include:
3.1. Software Development and Information Technology
Foreign investors may establish software development and certain information technology service companies in Vietnam.
Common business activities include:
- Software programming.
- Software development and maintenance.
- IT consulting.
- Information technology solutions.
- Certain computer-related services.
However, telecommunications, cybersecurity-related services, digital platforms, and other regulated activities may be subject to separate rules.
3.2. Manufacturing and Industrial Production
Foreign investors may establish wholly foreign-owned manufacturing companies in numerous industrial sectors, including certain garment, furniture, electronic component, and mechanical production activities.
The relevant legal requirements may depend on the products manufactured, project location, environmental impacts, land use, fire safety, and construction permits.
Full foreign ownership does not eliminate the obligation to obtain required investment and operational approvals.
3.3. Management and Business Consulting
Certain management consulting and business advisory services may be open to full foreign ownership.
Nevertheless, investors must distinguish ordinary business consulting from regulated professional services.
Legal services, auditing, financial services, and other specialized professional activities may be governed by separate market access and licensing requirements.
3.4. Import and Export Activities
Foreign-invested enterprises may undertake permitted import and export activities, subject to foreign investment regulations, trade controls, and product-specific restrictions.
However, import and export rights must be distinguished from wholesale distribution, retail distribution, and the operation of retail outlets.
Additional business licensing requirements may apply to particular goods and activities.
3.5. Other Potentially Open Business Activities
Depending on the precise scope of activities and applicable legal commitments, other business areas may permit full foreign ownership.
These may include certain:
- Technical consulting services.
- Industrial production support activities.
- Engineering-related activities.
- Commercial support services.
- Computer and software consulting services.
Important: These examples are not a statutory list of automatically approved business sectors. The legal assessment must examine the exact business activities, applicable classifications, the investor’s nationality, and relevant specialized laws.
4. What Business Sectors Are Restricted for Foreign Investors in Vietnam?
Appendix I of Decree No. 96/2026/ND-CP identifies business sectors subject to restrictions on market access by foreign investors.
The list separates sectors where market access is not permitted from those where access is subject to conditions.
4.1. Sectors Not Open to Foreign Investors
Examples under Section A of Appendix I include:
- Press and news-gathering activities.
- Fishing or exploitation of aquatic resources.
- Investigation and security services.
- Certain judicial administration services, including notarization and judicial appraisal.
- Services sending Vietnamese employees to work overseas under contracts.
- Certain public postal services.
- Business activities involving goods or services reserved for state monopolies.
- Certain temporary import and re-export activities.
Foreign investors should not assume that these activities become permissible simply by establishing a company with Vietnamese shareholders.
The relevant prohibition or restriction must be examined directly.
4.2. Sectors Subject to Conditional Market Access
Section B of Appendix I identifies industries in which foreign investors may be permitted to invest subject to additional requirements.
Examples include:
Telecommunications
Foreign ownership and investment structures may be restricted depending on the type of telecommunications service and whether network infrastructure is involved.
Advertising Services
Foreign investors must examine applicable market access commitments and requirements concerning their investment structure and participation by Vietnamese business partners.
Logistics and Transportation
Permitted foreign ownership ratios and business conditions vary according to the precise type of transportation or logistics service.
Banking, Insurance and Securities
These activities are subject to specialized laws, regulatory approvals, financial capacity requirements, and foreign ownership restrictions where applicable.
Education Services
Foreign investors must consider requirements concerning educational programs, facilities, investment capital, teaching personnel, and education licensing.
Retail and Distribution
Foreign-invested enterprises may face additional business licensing and retail outlet requirements, depending on their business activities, products, and legal status.
Real Estate Business
Foreign investors may participate in certain real estate business activities, but the permitted scope, ownership rights, land use arrangements, and project approval requirements are governed by specialized laws.
Healthcare and Related Services
Applicable licensing, professional qualifications, facility requirements, and other conditions must be assessed before establishing or operating a healthcare business.
The inclusion of a sector in the conditional market access list does not automatically mean that foreign ownership must be below 100%.
Some sectors impose ownership limits, while others primarily impose conditions relating to qualifications, business partners, operating scope, or licensing.
5. Does a Foreign Investor Need a Vietnamese Partner?
Not always.
A Vietnamese partner is generally unnecessary where the proposed business activities permit full foreign ownership and the foreign investor can independently satisfy all applicable legal requirements.
For example, a foreign investor establishing a permitted software development company may be able to hold 100% of its charter capital without a Vietnamese shareholder.
However, certain regulated industries may require a specific investment form, a Vietnamese partner, or other conditions under applicable legal commitments.
Investors should not automatically choose a joint venture merely because they are unfamiliar with Vietnamese investment procedures.
A joint venture creates additional legal and commercial considerations, including:
- Shareholding arrangements.
- Voting rights.
- Management authority.
- Capital contributions.
- Profit distributions.
- Transfer restrictions.
- Deadlock mechanisms.
- Dispute resolution.
Where a Vietnamese business partner is required or commercially desirable, the parties should negotiate a clear shareholders’ agreement or joint venture agreement before completing the investment.
6. Does the Investor’s Nationality Affect Foreign Ownership Rights?
The investor’s nationality may be relevant when determining applicable foreign market access conditions.
Vietnam is a party to international agreements that contain commitments concerning investment and trade in services.
Depending on the business sector, foreign investors may need to review:
- Vietnam’s commitments under the World Trade Organization (WTO).
- Applicable free trade agreements.
- Bilateral or multilateral investment agreements.
- Relevant Vietnamese laws and regulations.
Different treaty commitments may affect the market access assessment in certain sectors.
However, investors should not assume that nationality automatically grants unrestricted access to every Vietnamese business activity.
The exact business activity and applicable legal instrument remain decisive.
7. How to Establish a 100% Foreign-Owned Company in Vietnam in 2026
The following procedures outline the principal legal steps for establishing a wholly foreign-owned enterprise.
Step 1: Assess Foreign Market Access Conditions
Identify the proposed business activities and determine whether they:
- Are open to foreign investors.
- Allow 100% foreign ownership.
- Require a joint venture or other investment form.
- Are subject to specialized licensing conditions.
- Require investment policy approval.
A preliminary legal assessment helps avoid registration difficulties and unsuitable ownership arrangements.
Step 2: Select the Appropriate Company Structure
A foreign investor may consider establishing:
Single-Member Limited Liability Company (LLC)
Suitable where one foreign individual or foreign legal entity will own the company.
Multiple-Member Limited Liability Company
Suitable where two or more investors wish to contribute capital.
Joint-Stock Company (JSC)
Suitable for a shareholding structure with multiple shareholders and potential future capital raising.
The legal structure should reflect the investor’s ownership objectives, governance arrangements, and financing strategy.
Step 3: Prepare the Registration Documents
Depending on the investor and investment structure, required documents may include:
- Identification documents of the foreign individual investor.
- Corporate registration documents of a foreign organizational investor.
- Company charter.
- Enterprise registration application.
- Information concerning company members, shareholders, and beneficial owners, where required.
- Authorization documents.
- Project information and financial capacity documents, where applicable.
- Documents relating to the proposed registered office or project location, where required.
Foreign documents may require consular legalization and certified Vietnamese translation, subject to applicable exemptions.
Step 4: Register the Company and Complete Investment Registration
Under Article 19 of the Law on Investment 2025, foreign investors may establish an economic organization before completing the procedures for issuance or amendment of an Investment Registration Certificate, provided that applicable market access conditions are satisfied.
This represents an important change in the foreign investment registration framework effective from March 1, 2026.
However, investors must separately determine whether their investment project requires an Investment Registration Certificate (IRC).
An Enterprise Registration Certificate (ERC) confirms the legal registration of the enterprise, while an IRC records information concerning an investment project.
The correct procedural sequence must comply with Law No. 143/2025/QH15, Decree No. 96/2026/ND-CP, and applicable enterprise registration regulations.
Step 5: Open Bank Accounts and Contribute Capital
The newly established company must comply with applicable banking and foreign exchange regulations.
Depending on the investment structure, capital contributions may need to be conducted through a direct investment capital account.
Investors must observe applicable capital contribution deadlines and documentation requirements.
Step 6: Obtain Additional Business Licenses Where Required
Depending on the proposed business activities, the company may need further authorizations before commencing operations.
These may include:
- Business licenses for regulated trading activities.
- Retail outlet licenses.
- Construction-related permits.
- Environmental permits.
- Education operating licenses.
- Other specialized business approvals.
An ERC does not replace the licenses required for regulated business activities.
Step 7: Maintain Corporate and Investment Compliance
After incorporation, the company must comply with applicable obligations concerning:
- Corporate taxation.
- Accounting and financial reporting.
- Electronic invoicing.
- Investment reporting.
- Labor and social insurance.
- Corporate governance.
- Changes to investment registration information.
- Specialized business regulations.
8. Is There a Minimum Capital Requirement for a 100% Foreign-Owned Company?
Vietnam does not impose a single minimum charter capital requirement applicable to every wholly foreign-owned enterprise.
However, some industries require minimum capital, financial guarantees, deposits, or proof of financial capacity.
Even where no fixed legal minimum applies, the proposed investment capital should be reasonable in relation to the business activities, operational requirements, and implementation plan.
For example, the capital requirements of a small software consulting company may differ substantially from those of a manufacturing enterprise requiring machinery, industrial premises, and employees.
Investors should distinguish among:
Charter Capital: Capital contributed or committed by the company’s members or shareholders according to the applicable enterprise regulations.
Total Investment Capital: The capital required to implement the investment project, which may include contributed capital and other financing sources.
Legal Capital or Sector-Specific Financial Requirements: Minimum financial conditions imposed on certain regulated activities.
The appropriate amount must be assessed on a case-by-case basis.
9. Can Foreign Investors Acquire 100% of an Existing Vietnamese Company?
Yes, in certain circumstances, foreign investors may acquire all shares or equity interests in an existing Vietnamese enterprise.
However, the acquisition must comply with foreign market access conditions, the relevant investment registration requirements, corporate regulations, and other applicable laws.
Certain acquisitions require registration of capital contribution or share purchase before the change in ownership is completed.
Additional review may be necessary where the target company operates in a restricted sector, holds regulated assets, or has relevant land use rights.
Before acquiring a Vietnamese company, investors should consider legal due diligence covering:
- Corporate registration and ownership.
- Existing contracts and liabilities.
- Tax obligations.
- Employment obligations.
- Land and property rights.
- Licenses and permits.
- Pending disputes.
- Regulatory compliance.
Acquiring an existing company may offer commercial advantages, but it can also expose investors to pre-existing legal risks.
10. Common Legal Risks of Foreign Ownership in Vietnam
Foreign investors should pay particular attention to the following issues.
Incorrect Business Sector Classification
A company may be registered for activities that do not accurately reflect its proposed business model.
This can lead to difficulties when applying for investment or operating licenses.
Failure to Assess Foreign Ownership Restrictions
Assuming that every industry permits 100% foreign ownership can result in an unsuitable investment structure.
Inadequate Corporate Governance
Without clear governance arrangements, disputes may arise concerning management authority, profit distribution, capital contributions, and exit rights.
Failure to Obtain Specialized Licenses
Company registration alone does not authorize the undertaking of regulated business activities.
Incorrect Capital Contribution Procedures
Noncompliance with banking and foreign exchange requirements may cause complications concerning investment capital and future profit transfers.
Using Outdated Investment Legislation
Investment procedures changed in 2026. Investors should not rely exclusively on materials describing the former registration sequence under earlier investment legislation.
An appropriate legal assessment should be completed before registration, capital transfer, or acquisition.
11. Frequently Asked Questions About 100% Foreign Ownership in Vietnam
Can a foreign individual own 100% of a company in Vietnam?
Yes. A foreign individual may own 100% of a Vietnamese company if the proposed business activities permit full foreign ownership and all applicable legal requirements are satisfied.
Can a foreign corporation establish a wholly owned subsidiary in Vietnam?
Yes. A foreign corporation may establish a wholly owned subsidiary in Vietnam in sectors that permit full foreign ownership.
Can foreigners open a consulting company in Vietnam?
Foreign investors may establish companies providing certain consulting services. However, regulated professional consulting activities may be subject to additional restrictions or licensing requirements.
Can foreigners own 100% of a manufacturing company in Vietnam?
Full foreign ownership is permitted in many manufacturing activities. Nevertheless, investors must assess product-specific rules, investment registration obligations, environmental conditions, and other relevant requirements.
Can foreigners own a retail company in Vietnam?
Foreign investors may participate in retail activities where permitted, but business licenses, retail outlet licenses, product restrictions, and other conditions may apply.
Do foreigners need a Vietnamese director?
Not necessarily. A foreign national may be appointed as a company director or legal representative, subject to applicable enterprise, immigration, and employment regulations.
Is an Investment Registration Certificate always required before company incorporation?
No. Under Article 19 of the Law on Investment 2025, a foreign investor may establish an economic organization before completing IRC procedures, subject to the relevant requirements. Whether an IRC is required remains a separate legal question.
Is 100% foreign ownership available to investors from every country?
The applicable assessment may depend on the investor’s nationality, business sector, Vietnamese legislation, and relevant international agreements. Full ownership should not be assumed without a sector-specific review.
Can a foreign investor purchase all shares in a Vietnamese company?
Potentially yes, if market access and other applicable legal requirements are satisfied. The transaction may require prior registration or other regulatory procedures.
Can a 100% foreign-owned company transfer profits abroad?
Foreign investors may transfer lawful profits abroad subject to applicable tax, accounting, investment, and foreign exchange requirements.
12. Legal Basis for Foreign Ownership in Vietnam in 2026
The key legal instruments include:
- Law on Investment No. 143/2025/QH15, dated December 11, 2025, effective March 1, 2026, particularly Articles 8, 19, 20, and 26.
- Decree No. 96/2026/ND-CP, dated March 31, 2026, particularly Articles 15–18 and Appendix I concerning foreign market access restrictions.
- Law on Enterprises No. 59/2020/QH14, as amended and supplemented.
- Law No. 76/2025/QH15, amending and supplementing the Law on Enterprises.
- Decree No. 168/2025/ND-CP concerning enterprise registration.
- Applicable international treaties and specialized laws governing individual business sectors.
The actual foreign ownership conditions must be determined by reference to the relevant business activities and legal framework.
13. Foreign Investment Legal Services – Song Thinh International Law Firm
Are you planning to establish a 100% foreign-owned company in Vietnam?
Understanding foreign ownership regulations is an essential first step before investing in the Vietnamese market.
Song Thinh International Law Firm provides legal consultation and assistance to foreign individuals and organizations seeking to establish, acquire, or operate businesses in Vietnam.
Our services include:
- Assessment of foreign market access conditions.
- Legal advice on 100% foreign ownership eligibility.
- Consultation on restricted business sectors.
- Establishment of foreign-owned companies.
- Investment Registration Certificate (IRC) procedures.
- Enterprise Registration Certificate (ERC) procedures.
- Legal advice on joint ventures and corporate structures.
- Foreign capital contributions and share acquisitions.
- Corporate restructuring and investment license amendments.
- Ongoing corporate compliance and commercial dispute resolution.
Why Seek Legal Advice Before Investing?
A preliminary legal assessment can help investors identify ownership restrictions, choose an appropriate corporate structure, prepare registration documents, and reduce avoidable regulatory risks.
Contact Song Thinh International Law Firm
SONG THINH INTERNATIONAL LAW FIRM
Foreign Investment & Corporate Legal Services in Vietnam
Address: 176/39 Tran Huy Lieu Street, Cau Kieu Ward, Ho Chi Minh City, Vietnam.
Phone: +84 945 076 879
Email: [email protected]
Website: https://luatsongthinh.com
Contact us today for professional legal advice on foreign ownership, company formation, and investment registration in Vietnam.
Legal Disclaimer: This article provides general legal information as of October 17, 2026. It does not constitute advice for a specific investment transaction. Market access conditions and ownership restrictions must be assessed for the particular investor, business activity, and proposed investment structure.
