Snapshot: foreign investment law and policy in Vietnam

Law and policy

What, in general terms, are your government’s policies and practices regarding oversight and review of foreign investment?

The government will consider specific factors before approving foreign investment in Vietnam. In particular, foreign investment restrictions are provided in Vietnam’s WTO commitments and other international or bilateral treaties of which Vietnam is a member, and domestic laws. These include restrictions on the percentage of foreign ownership, form of investment, scope of investment activities, capacities of the foreign investors and local partners, national security, antitrust and corporate approval.

The currency control of foreign investment is uniformly managed through the capital account system. When making indirect investments in Vietnam, foreign investors only need to open indirect investment accounts at credit institutions to carry out money transfers related to indirect investment activities.

For foreign direct investment (FDI) in Vietnam, companies must open accounts of direct investment capital at credit institutions to perform capital transfer transactions related to direct investment activities.

The monitoring is carried out through an information and reporting mechanism. Credit institutions where foreign indirect investors and FDI companies open accounts must comply with the regime of monthly reports prescribed by the State Bank of Vietnam (SBV). Thereby, the SBV can capture timely information on capital flows from investment activities to assess the impact of capital flows on the stability of the foreign exchange market in particular and the economy in general.

Listed and public companies are subject to stringent regulations regarding securities activities and the securities market.

What are the main laws that directly or indirectly regulate acquisitions and investments by foreign nationals and investors on the basis of the national interest?

There is no single law governing acquisition and investment by foreign nationals and investors on the basis of the national interest in Vietnam. Foreign investors who wish to invest in Vietnam should pay attention to the specific main laws related to acquisition and investments, and their implementing and guiding regulations, including:

• WTO commitments (the Schedule of Specific Commitments in Services) and other international or bilateral treaties in which both Vietnam and the nations of the foreign investors are members, which describe the services Vietnam is allowing foreign service providers to access, restrictions to market entry, and additional conditions such as limits on foreign ownership in a Vietnam-based company, investment form, scope of investment activities, etc;
• the Law on Enterprises (Law No. 59/2020/QH14 adopted by the National Assembly of Vietnam on 17 June 2020, as amended by Law No. 03/2022/QH15 dated 11 January 2022 and Law No. 76/2025/QH15 dated 17 June 2025), effective from 1 January 2021, which governs the establishment, organisation, restructuring, dissolution and related activities of companies in Vietnam;
• the Law on Investment (Law No. 61/2020/QH14 adopted by the National Assembly of Vietnam on 17 June 2020, as amended by Law No. 03/2022/QH15 dated 11 January 2022, Law No. 57/2024/QH15 dated 29 November 2024 and Law No. 90/2025/QH15 dated 25 June 2025), effective from 1 January 2021, which generally governs inbound and outbound investment activities (a new Law on Investment is expected to be enacted by the end of 2025);
• the Law on Competition (Law No. 23/2018/QH14 adopted by the National Assembly of Vietnam on 12 June 2018);
• the Ordinance on Foreign Exchange Control (Ordinance No. 28/2005/PL-UBTVQH11 adopted by the Standing Committee of the National Assembly on 13 December 2005, as amended by Ordinance No. 06/2013/UBTVQH13 dated 18 March 2013); and
• other specific legislation applicable to foreign investment in Vietnam-based companies that engage in certain regulated areas, for example, banking, financial services and insurance.

Outline the scope of application of these laws, including what kinds of investments or transactions are caught. Are minority interests caught? Are there specific sectors over which the authorities have a power to oversee and prevent foreign investment or sectors that are the subject of special scrutiny?

For accession to international or bilateral treaties (eg, the WTO), Vietnam has committed to opening the market to foreign investments in certain service sectors. Until now, there have been some restrictions on the maximum foreign ownership percentage or the forms of investment with respect to some service sectors. For instance, advertising services require the foreign investor to set up a joint venture with an existing Vietnamese advertising company, while some transportation and banking services have an aggregate cap for foreign ownership.

The Law on Investment is the primary domestic law for foreign investment activities in Vietnam. Its guiding legislation (Decree No. 31/2021/ND-CP of the Government, dated 26 March 2021, as amended by Decree No. 239/2025/ND-CP of the Government dated 3 September 2025) provides a combined list of business lines for which foreign investors are subject to market access restrictions. The list is divided into two sections: (1) the business lines for which Vietnam has yet to open the market for foreign investment; and (2) those for which foreign investors must satisfy conditions to enter the market. These conditions typically include restrictions on the percentage of foreign ownership, form of investment, scope of investment activities, and capacities of the foreign investor and local partners involved in an investment project. Among the service sectors on the list, the ones that are subject to special scrutiny mainly include banking, education, telecommunications with network infrastructure, publishing, pharmaceuticals and healthcare.

The Law on Enterprises provides the legal framework for the corporate establishment, corporate governance and operation of an enterprise in Vietnam. Public or listed companies in Vietnam are additionally governed by the Law on Securities (not covered in the scope of this guide).

The Law on Competition plays a key role in M&A transactions and governs merger filing requirements, while the Ordinance on Foreign Exchange Control and its guidelines provide a legal framework for investment cash flows.

How is a foreign investor or foreign investment defined in the applicable law?

Under the Law on Investment, a ‘foreign investor’ means an individual holding a foreign nationality or an organisation established under foreign laws making a business investment in Vietnam. However, the term ‘foreign investment’ is not defined in the Law on Investment. Instead, the Vietnamese lawmakers introduced the term ‘business investment’, which is generally defined as an investor investing capital to do business. This term is broadly described as investment activities conducted by investors, including foreign investors, Vietnamese investors or foreign-invested business organisations in Vietnam.

Are there special rules for investments made by foreign state-owned enterprises (SOEs) and sovereign wealth funds (SWFs)? How is an SOE or SWF defined?

Vietnamese law does not provide any specific definitions or any special rules applicable to foreign SOEs and SWFs. Foreign SOEs and SWFs are accordingly responsible for complying with investment regulations under international treaties to which both Vietnam and the nation of the foreign SOE or SWF are members, as well as Vietnamese law, which all foreign investors must comply with while investing in Vietnam.

Which officials or bodies are the competent authorities to review mergers or acquisitions on national interest grounds?

In general, if a foreign investor would like to acquire shares or contributed capital of a Vietnam-based company, it must obtain the following regulatory approvals, as appropriate, before entering into the transaction:

• Written approval for capital contribution, or acquisition of shares or contributed capital, from the provincial Department of Finance or the industrial zone’s management authority (if the investment project is located in an industrial zone) in some statutory cases, including increase of foreign ownership or when a target company has land use rights on islands, border or coastal areas, or other areas affecting national defence and security.
• Written clearance for implementation of economic concentration from the Vietnam Competition Commission if the transaction is subject to any of the statutory thresholds for notification of economic concentration, which is identified by either total assets on the Vietnamese market, total turnover on the Vietnamese market, transaction value or combined market share on the relevant market.

To complete the transaction, the target company must also get approvals from the provincial Department of Finance and/or the industrial zone’s management authority (if the investment project is located in an industrial zone) for amendment of its Enterprise Registration Certificate, enterprise registration information and Investment Registration Certificate to reflect the changes from the transaction. In certain investment projects, the target company may also need to obtain or amend ‘in-principle’ approvals from the state authorities, including the National Assembly, the Prime Minister or the Provincial People’s Committees.