Foreign ownership in a Vietnam company is not governed by one universal percentage. The practical limit depends on the business activities, Vietnam’s market-access commitments, specialised legislation, licensing conditions and, in some cases, the target company’s existing structure.
For planning in 2026, foreign investors should start with the Law on Investment 143/2025/QH15, effective from 1 March 2026, and Decree 96/2026/ND-CP, effective from 31 March 2026. These rules should be read together with the applicable sector-specific law. Law 24/2026/QH16 has been enacted but does not take effect until 1 March 2027, so it should not be treated as the current rule for a transaction completed in 2026.
There is no single foreign ownership cap for every Vietnam business
A foreign investor may be able to own 100% of a Vietnam company in many sectors, but that conclusion cannot be made only from the company type or the fact that a business line appears on an enterprise registration. The proposed activities must be checked against foreign-investor market-access conditions and specialised rules.
Before deciding the ownership percentage, identify:
- the exact business activities the company will carry out;
- whether those activities are open, conditional or restricted for foreign investors;
- whether an international commitment or specialised regulation sets a specific cap;
- whether a licence requires a Vietnamese partner or another ownership condition;
- whether the transaction changes an existing company’s foreign ownership status; and
- whether land, security, banking, telecommunications, aviation, education or another regulated sector creates additional review.
Three layers to check before relying on an ownership percentage
1. Market-access conditions for foreign investors
The investment framework distinguishes between sectors where foreign investors receive market access comparable to domestic investors and sectors subject to conditions. Those conditions may relate to ownership ratio, investment form, scope of activities, investor qualifications or other requirements.
A percentage that is acceptable for one business line may not work when the same company adds another regulated activity. For multi-activity companies, the restrictive activity can become the practical constraint for the proposed structure.
2. Specialised legislation and licensing rules
Some sectors are governed by separate legal regimes. Banking, insurance, securities, telecommunications, logistics, education, advertising, distribution, aviation and other regulated activities may have their own ownership, approval or licensing conditions. The correct analysis therefore starts from the actual business model, not from a generic “FDI company” label.
3. Transaction-specific approvals and registration
Even where the proposed post-transaction ownership percentage is legally possible, a capital contribution or share acquisition may still require pre-closing registration or another approval. The ownership analysis and the transaction procedure should be reviewed together.
For an acquisition route, see our capital contribution and share acquisition service. For a new entity, see company formation in Vietnam for foreign investors.
When 100% foreign ownership may be possible
Where the proposed activities are open to foreign investment and no specialised rule imposes a cap or local-partner condition, a wholly foreign-owned structure may be available. That does not mean the business can immediately operate every registered activity.
The investor should separately confirm:
- whether an Investment Registration Certificate or another investment procedure is required;
- enterprise registration and capital contribution requirements;
- sector-specific licences before operations;
- location, premises and land-use constraints;
- tax, accounting, labour and foreign-worker compliance; and
- post-licensing notifications or reporting.
Buying into an existing company requires a before-and-after test
For an existing Vietnamese company, review both the target’s current structure and the post-closing structure. The relevant question is not simply “Can a foreigner buy shares?” but whether the target can continue all of its current and planned activities after the foreign investor enters.
A due diligence review should identify business lines, licences, investment registrations, land or premises rights, shareholder restrictions and any approval triggered by the transaction. Where the target already has foreign shareholders, calculate the resulting foreign ownership and control after the proposed acquisition rather than reviewing the new investor in isolation.
See our legal due diligence service and M&A and transactions service for the wider transaction workstream.
Practical ownership check before choosing the structure
| Question | Why it matters |
|---|---|
| What exactly will the Vietnam company do? | Ownership conditions attach to actual sectors and activities. |
| Is the activity open or conditional for foreign investors? | This determines whether domestic-equivalent access or special conditions apply. |
| Does specialised law impose a cap or approval? | A sector-specific rule can override a generic assumption about 100% ownership. |
| Is this a new company or an acquisition? | The registration route and approval sequence differ. |
| Will the company add regulated activities later? | Future activities can affect the usefulness of the initial ownership structure. |
| Does the company rely on a regulated licence or location? | Licence, land or premises rules may create additional constraints. |
Information to send for an ownership review
For a useful preliminary review, provide the investor’s nationality or place of incorporation, the proposed business activities, target ownership percentage, whether the transaction is a new investment or acquisition, the target company’s current registrations and licences, and any intended project location or regulated licence.
Duong Tri Law can then identify the ownership question together with the relevant investment, corporate and licensing steps rather than treating the percentage as a standalone issue.
Related foreign investment services
- Foreign investment legal advice in Vietnam
- Company formation for foreign investors
- Capital contribution and share acquisition
- Investment Registration Certificate guidance
Legal reference note. This guide is a planning overview, not a sector-specific ownership opinion. Foreign ownership must be checked against the activities and facts of the particular investment.