WTO commitments Vietnam made on accession in 2007 remain the starting point for every foreign ownership question, but they are no longer the whole answer. Newer free trade agreements grant deeper access in several sectors, and domestic law sometimes opens lines that the schedule left closed.
Investors who read only the WTO schedule routinely reach the wrong conclusion in both directions: assuming a sector is closed when a free trade agreement has opened it, or assuming it is open when a specialised law imposes its own cap. This guide sets out the six tests we apply.
WTO Commitments Vietnam: How the Schedule Works
Vietnam’s Schedule of Specific Commitments in Services lists sectors and, for each, the conditions on cross-border supply, consumption abroad, commercial presence and presence of natural persons. Commercial presence is the mode that matters for establishing a company, and the entry records any equity cap, joint venture requirement or phase-in date.
Where a sector is not listed at all, Vietnam has made no commitment. That is not a prohibition: it means the licensing authority has discretion and will normally consult the specialised ministry. Unlisted sectors are the hardest cases and where most timeline risk sits.
WTO Commitments Vietnam Versus Free Trade Agreements
The CPTPP, the EU–Vietnam Free Trade Agreement, the UK–Vietnam Free Trade Agreement and the Vietnam–UAE Comprehensive Economic Partnership Agreement each grant access beyond the WTO baseline in defined sectors. An investor may rely on whichever instrument is most favourable, provided it qualifies by nationality and, where required, by substantive business operations in the treaty partner.
Nationality is tested at the level of the direct investor, which is why holding company jurisdiction is a structuring decision rather than an administrative one. A group that invests through a jurisdiction with no relevant treaty falls back to the WTO commitments Vietnam baseline even where a better route existed.
WTO Commitments Vietnam and Domestic Law Overrides
Treaty access is a floor, not a ceiling. Domestic sectoral law can be more generous, and in several lines it is. It can also impose conditions that the schedule never mentioned, such as minimum capital, professional qualification of managers, physical facility standards or local partner requirements.
Where treaty and domestic law conflict, the treaty prevails for investors entitled to rely on it. In practice licensing officers work from the domestic instrument first, so a treaty-based application needs the argument set out clearly in the filing rather than raised later. Our market access conditions guide explains the mechanics.
WTO Commitments Vietnam: Mapping Business Lines
Every application must map the intended activity to codes in Vietnam’s system of economic sectors. The mapping determines which commitment applies, and a single commercial activity often spans several codes with different treatment.
A software company that also resells hardware, or a logistics operator that also provides customs brokerage, will encounter one open line and one conditional line in the same application. The practical answer is to register only the lines actually needed at launch and add others later, because a single conditional line can slow the entire licence.
WTO Commitments Vietnam and Indirect Ownership
Where a Vietnamese company is majority owned by foreign investors, it is itself treated as a foreign investor for the purpose of onward investment conditions. The effect is that ownership caps cannot be avoided by inserting a domestic layer, and a multi-tier structure can convert an otherwise domestic company into a regulated foreign investor.
This look-through logic also appears in land legislation and in the securities regime. Groups building holding structures should model the ownership percentage at every tier before committing, as explained in our note on multi-layer ownership structures.
WTO Commitments Vietnam: Evidencing Entitlement
Where an investor relies on a treaty other than the WTO, the filing should include incorporation documents evidencing nationality, and where the treaty requires it, evidence of substantive business operations in the treaty partner such as audited accounts, premises and employees.
Shelf companies with no operations are the most common reason a treaty argument fails. Building the evidence file before filing, rather than in response to a supplementary request, typically saves four to six weeks. See our guide to the investment registration certificate for the filing sequence.
WTO Commitments Vietnam: Practical Checklist Before Filing
Before an application is filed, four questions should be answered on paper. Which instrument gives the best access, the WTO commitments Vietnam schedule or a free trade agreement? Does the investor qualify by nationality and, where required, by substantive operations in the treaty partner? Which business lines are strictly necessary at launch, and which can be added later once the company is trading?
Finally, does domestic sectoral law impose conditions beyond those in the WTO commitments Vietnam schedule, such as minimum capital, qualified managers or premises standards? Answering these before drafting converts a speculative filing into a reasoned submission, and licensing officers respond very differently to the two. Where the analysis shows the sector is genuinely capped, the honest structuring options are a joint venture, a business model that separates the restricted activity, or a convertible instrument that converts when the restriction lifts.
15 Things to Prepare Before Setting Up an FDI Company in Vietnam
A four-page pre-filing checklist covering structure and market access, capital and the DICA account, licensing and legalisation, work permits, and tax. Current to July 2026, including Decree 96/2026/ND-CP, Decree 219/2025/ND-CP and Decree 236/2025/ND-CP.
Frequently Asked Questions
Can foreigners own 100% of a Vietnamese company?
In most business lines, yes. Caps and joint venture requirements apply in a defined set of conditional sectors. Our note on foreign ownership limits lists the main ones.
Do the WTO commitments still matter after the FTAs?
Yes. They remain the baseline for investors from countries without a relevant free trade agreement, and for sectors the newer agreements did not address.
What if my sector is unlisted?
The licensing authority consults the specialised ministry. Expect a longer timeline and prepare a reasoned submission rather than a bare application.
Does the cap apply at the fund or the vehicle level?
At the level of the direct investor in the Vietnamese company, with look-through applied where intermediate entities are themselves foreign invested.
Get a Market Access Opinion
IVLF Advisors maps intended activities to business lines, identifies the most favourable instrument, and prepares the entitlement evidence needed to support it. See also our foreign investment practice and guidance published by the Ministry of Planning and Investment. Contact our team.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
