The default position: 100% foreign ownership
Article 9 of the 2020 Investment Law establishes market access for foreign investors on materially the same terms as domestic investors, except where a business line appears on Vietnam's own conditional-sector list or is otherwise restricted by an international treaty Vietnam has signed, principally its WTO Schedule of Specific Commitments. For the great majority of business lines relevant to a new foreign investor — trading, manufacturing, professional and business services, software and technology, most B2B activity — no such restriction applies, and a wholly foreign-owned enterprise (100% foreign-invested) is the default, unremarkable structure, not a special exception requiring separate approval.
This matters commercially because it reverses a common assumption among first-time investors, particularly those arriving from markets where a local joint-venture partner is customary or required. In Vietnam, requiring a local partner is the exception that needs a specific legal basis, not the default that needs to be negotiated around.
Where the exceptions apply — conditional market access sectors
Vietnam's conditional-sector framework operates on three layers, and getting the layering right is the actual technical work in a market-access assessment.
Sectors with their own specific statutory cap. A small number of sectors have a foreign-ownership ceiling set directly by specialised legislation. Banking is the clearest example: under Decree No. 69/2025/ND-CP, aggregate foreign shareholding in a Vietnamese credit institution is capped at 30% of charter capital, with narrower sub-limits depending on investor type — up to 5% for a foreign individual, up to 15% for a foreign non-credit institutional investor, and up to 20% for a foreign credit institution, all counted toward the 30% aggregate ceiling. Film screening services carry a separate, sector-specific cap of 51% foreign ownership.
WTO-scheduled sectors without a further domestic cap. A number of service sectors were opened to foreign investment on specific terms as part of Vietnam's WTO accession commitments — for example, passenger and inland waterway freight transport carries a scheduled ceiling of 49% foreign ownership under Vietnam's WTO Schedule of Specific Commitments.
The residual 49% fallback. Where a business line is classified as conditional market access but no specific percentage has been fixed by either specialised legislation or a treaty schedule, the applicable default ceiling is 49% foreign ownership. This is a meaningful category in practice — it captures conditional sectors that have not yet been the subject of dedicated implementing regulations — and it is often the category first-time investors overlook, assuming (incorrectly) that the absence of a named cap means no cap applies.
How to determine your own sector's cap
The correct sequence for any specific business line is, first, to identify the precise registered business activity against Vietnam's national economic sector classification and check it against Vietnam's WTO and other treaty commitments; second, to check whether specialised domestic legislation sets its own cap for that sector, applying the lower of the two figures where both exist; and third, where a business spans multiple registered activities with different caps, to apply the most restrictive applicable percentage across the combined registration rather than assuming the least restrictive one governs. This is a sector-by-sector legal determination, not a general rule that can be safely assumed from a comparable case in another jurisdiction or even from a similar-sounding business line in Vietnam itself.
