Market Access for a Foreign-Invested Construction Company in Vietnam

Updated: 22 October 2026 · IVLF Advisors

Before capital is committed, every investor needs a clear answer on market access foreign invested construction company Vietnam rules: may the sector be entered, in what form and on what conditions. The risk is not a published ownership ceiling; it is acting on an assumption, in either direction, about a list that the Government maintains and that is checked on the day of filing.

This article explains how the screening works, where the published law ends, and how to size charter capital and structure around the answer. The answer also differs by sector, from airport terminals and expressways to factories, solar farms and resorts.

Read directly from the legal text: the Investment Law 143/2025/QH15 (in force from 1 March 2026), the Construction Law 135/2025/QH15 and Decree 212/2026/ND-CP. Details of Decree 96/2026/ND-CP come from the analysis of DEDICA Law. We do not state any foreign ownership percentage for construction services, because the conditions are not set out here.

The legal architecture of market access

Article 8(1) of the Investment Law gives foreign investors the same market-access conditions as domestic investors, with one exception. Article 8(2) allows the Government to publish a list of sectors restricted for foreign investors, split into sectors not yet accessible and sectors accessible on conditions. Article 8(3) lists the kinds of conditions that may be imposed:

• the ratio of charter capital that foreigners may hold;
• the form of investment;
• the scope of activity;
• the capability of the investor or the partner; and
• other conditions under laws and international treaties.

Article 8(4) leaves the detail to the Government. The consequence is that the answer for a construction business is found in a regulation and in treaty commitments, not in the statute. A cap, a form restriction or a partner requirement is possible in principle; whether any of them exists for your activity is a factual check.

Market-access screening for a construction businessPlanned activitiesdesign, survey, works,supervisionAppendix I, Decree96/2026entries 47 and 20 (per DEDICA)Published conditionsnational investment portalCumulative rule andtreatiesmore favourable treaty mayprevailDated screeningmemorandumresult on the filing dateStructure and capitaldecided after the screening123451Each activity matched to a list entry2Current condition text read on the filing date3Conditions applied cumulatively, treaties checked4Result recorded because the list can change5Memorandum informs form of investment and capital

Where construction sits on the list

According to DEDICA Law, Appendix I to Decree 96/2026 (the list of sectors accessible on conditions) includes entry 47, “Construction and related engineering services”, and entry 20, “Construction activities of foreign contractors”. The existence of the entries means the sector is not free of conditions to be checked. It does not tell us what the conditions are, and we have not read them. Do not rely on any summary, including this one, for the percentage or the form.

A workable screening method has four steps:

1. Match each activity to an entry. Design, surveying, construction works, supervision and project management may fall under different headings.
2. Read the current condition text in Appendix I and in the Government’s publication on the national investment portal on the filing date. DEDICA reports that the decree provides for publication of conditions.
3. Apply the cumulative rule. DEDICA reads Article 17 of the decree as requiring conditions to be applied cumulatively and as allowing a more favourable treaty to prevail.
4. Record the result in a dated memorandum, because the list can change and an amended Investment Law is reported to apply from 1 March 2027.

Where the activity belongs under foreign contractors rather than a Vietnamese company, the capacity route is different, as explained below.

The 50% line: classification, not a cap

Article 20 of the Investment Law defines when a company is treated as a foreign investor for its own investments. This happens if foreign investors hold more than 50% of charter capital, if a company in that category holds more than 50%, or if the two together do. A company in which foreigners hold 50% or less is treated as a domestic investor for the conditions and procedures that apply to it.

The line has three practical effects on market access foreign invested construction company Vietnam planning:

• It decides the procedure. Projects of a foreign investor and of a company above 50% foreign need an Investment Registration Certificate under Article 26; others do not have to obtain one.
• It decides downstream treatment. A foreign-controlled company that later buys shares in another contractor or starts a new project meets the same conditions as a foreign investor.
• It does not decide whether the share is allowed. Whether a given ownership ratio is permitted for a given activity depends on the sector conditions in the list, which must still be checked.

Treating the 50% threshold as the only constraint is a common mistake, as is the opposite assumption that construction is closed to majority foreign ownership. Neither can be asserted without the condition text.

Market access foreign invested construction company Vietnam: structuring options

Market access foreign invested construction company Vietnam: choose a form that fits

Once the conditions are known, the structure follows. The table compares the main options; the legal acceptability of each depends on the screening outcome.

Option	When it fits	Key point
Wholly foreign-owned company	Conditions allow the activity and the investor wants control	No ownership or form condition for the activity (Article 8(3))
Joint venture with a Vietnamese partner	Conditions require or favour a local partner or capital ratio	Ratio and partner capability conditions; governance and exit terms
Acquisition of a Vietnamese contractor	Speed and an existing track record matter	Treatment under Article 20 and due diligence on capacity records
Foreign contractor licence	A single package without a lasting presence	Local partner or subcontract requirement (Decree 212 Article 43)

Our guides on setting up a foreign-owned construction company in Vietnam and on joint ventures and acquiring a Vietnamese construction contractor take the first two paths further. For the licence route, Article 43 of Decree 212 requires a foreign contractor to partner with a Vietnamese contractor or use Vietnamese subcontractors, unless no domestic contractor can perform any part of the package.

Sequence under the 2025 law

Under Article 19(2), a foreign investor may establish the company before applying for the IRC but must meet the market-access conditions when it applies to establish. That moves the screening to the start of the process. DEDICA reports that, after the company registration certificate is issued, the investor has 12 months to apply for the IRC and may implement the project only once it holds one. Source texts are available in the Investment Law 2025 and the Construction Law 2025.

Treaty commitments: the second half of the screening

Domestic conditions are only part of the picture. Vietnam’s international commitments, including WTO commitments, CPTPP and other free trade agreements, can open a sector further than the domestic list for investors from a party country. DEDICA reads the decree as allowing the more favourable treaty rule to apply. In practice, the same activity may have a different answer for a Singaporean, a Japanese and a United States investor, and for the same investor depending on the holding vehicle’s jurisdiction.

Treaty analysis should therefore cover the ultimate parent and any intermediate holding company, the specific commitment schedule entry for construction and related engineering services, and the effective date of the treaty provision. Keep copies of the schedules used, because the licensing authority may ask which commitment you rely on.

Three illustrative scenarios

These hypothetical examples show how the checks differ by investor profile. They are not conclusions about any actual list entry.

Scenario (hypothetical)	First question	Likely structure to test
Contractor group wants a lasting Vietnam subsidiary	Do the conditions for the activity allow its intended share?	Foreign-owned company, or joint venture if the list requires a local partner
Fund wants to buy a Vietnamese contractor	Does Article 20 treat the target as foreign after closing?	Acquisition with capacity due diligence
Engineering firm has won one foreign-funded package	Is a licence and local partner simpler than a company?	Foreign contractor licence under Decree 212

Charter capital: practical sizing without a stated minimum

We do not assert a statutory minimum charter capital for construction companies, and none should be assumed. The capital should instead be sized against commercial and contractual demands, which are usually higher than any registration requirement.

• Security. On public-investment and PPP projects only, Decree 210 requires performance security between 2% and 10% of contract value (Article 13) and an advance payment guarantee for advances above VND 1 billion (Article 12(3)). On private projects the parties agree the terms, but lenders and employers tend to ask for similar protection.
• Working capital. Retentions, delayed certification and payment periods tie up cash. Public-investment and PPP contracts must pay within 14 working days of a valid file under Article 28(4)(l); private contracts follow the agreement, so the capital must cover the longest realistic cycle.
• Equipment and mobilisation. Plant, temporary works and early site costs come before the first payment.
• Capacity credibility. The company’s disclosed capacity at the national construction database (csdlhdxd.gov.vn) is what employers consult (Construction Law Article 88(6)), so a thinly capitalised company with an empty record is a weak bidder.

Foreign currency invested as capital is generally routed through a direct investment capital account; DEDICA refers to Circular 06/2019/TT-NHNN (Articles 5 and 9). Plan the timing of contributions against the 12-month period and the first bank guarantee requests.

People and capacity after market access

Clearing market access does not by itself qualify the company to do the work. The Construction Law 2025 places organisational capacity on self-disclosure (Article 88(6); Decree 212 Article 41) and places the hard conditions on individuals. Practising certificates are required for design leads, survey leads, supervision and cost roles (Article 88(1)), and the site commander, inspection lead and project management director must meet capability and experience conditions (Article 88(2)). Foreign professionals may need certificate legalisation or conversion, depending on the length of stay.

For a new entrant, the practical sequence is to identify the qualified individuals first, confirm their certificates are valid in Vietnam, and only then commit to bid deadlines. Secondment from a foreign parent is common, but the conditions for foreign personnel, including work authorisation, are outside this article and should be reviewed with employment advisers.

These requirements work as a separate market-access filter in practice: a company that is permitted to enter the sector but cannot staff the named roles will lose bids.

Public projects, procurement and disputes

Market access is not the same as the right to win public work. Participation in public-investment and PPP projects is governed by the Procurement Law 2023 and the PPP Law, which we name only and have not analysed; eligibility and any preference rules apply separately. Once a contract exists, the Construction Law (Article 86(5)) gives priority to domestic arbitration institutions in public-investment and PPP contracts, with international-practice models available where a treaty requires them or the investment decision-maker permits and the contract provides. Private contracts have more freedom.

Investors should therefore decide at the structuring stage which kind of work the company is built for. A company aimed at private industrial or commercial projects faces a different compliance profile from one aimed at public tenders.

A due diligence checklist before committing capital

• Written map of planned activities against the restricted-sector list, dated and signed off.
• Treaty analysis for the investor’s home country, with copies of the relevant commitments.
• Structure memorandum: sole owner, joint venture, acquisition or licence, with reasons.
• Capital plan covering guarantees, working capital and equipment.
• Staffing plan with named certificate holders.
• Check of public procurement eligibility rules under the Procurement Law 2023 and the PPP Law, which we name only and have not analysed.

Update the memorandum immediately before filing. Conditions, treaty positions and the Government’s list can change, and a stale analysis is the usual source of rejected files.

Timeline and documents to prepare

Begin with the screening memorandum, then prepare the file: legalised and translated investor documents, ownership chart to the ultimate beneficiaries, a description of the planned activities and the proposed charter capital with its funding source. Realistic timelines depend on the licensing authority and on how quickly foreign documents are legalised. DEDICA reports a 10-working-day period for issuing the IRC and a 12-month window after company registration, but the pre-filing work often takes longer than the statutory review.

Build in a decision point after the screening: if the conditions are restrictive for your profile, change the structure before incurring registration costs.

Market Access Foreign Invested Construction Company Vietnam: How the Check Applies to Each Project Type

The sector list is applied to activities, not to project labels. The same company may meet the conditions for a factory fit-out and still find that a different activity needs further checking.

Infrastructure and transport: expressways, ports, metro, high-speed rail stations and airport terminals

Market access answers whether you may carry out the activity; it does not decide whether you are eligible for a particular package. The North–South high-speed railway (about 1,541 km from Hanoi to Ho Chi Minh City through 15 provinces and cities, design speed 350 km/h, per press reports of 9 October 2026) and Long Thành International Airport, whose phase 1 passenger terminal works began on 31 August 2023 and whose phase 1 commercial operation is expected from 24 December 2026 per press reports, are examples of State-led programmes where procurement rules and employer prequalification will matter as much as the sector list.

Public and PPP packages are often owned by the State or a State-owned enterprise, but the classification depends on the funding source. Check both layers separately.

Heavy industry and FDI factories: steel, petrochemical, cement and industrial parks

These sites are mostly private and follow the parties’ agreement. A foreign-invested contractor serving a foreign-invested plant owner still needs the construction activity itself to pass the list, and the plant owner’s own investment conditions are a separate question. Confirm that the planned scope (civil, structural, mechanical and installation, design) matches the entries on the list and your treaty position.

Renewable energy and power: solar, wind, offshore wind, grid and LNG-to-power

Energy owners and their financiers often ask the contractor to confirm that it is lawfully able to perform each activity. Whether the project is public or private depends on ownership and the power-purchase structure, so it is fact-specific. For offshore wind and other offshore energy, check whether the marine and installation activities are treated as construction or as another regulated activity.

Real estate: resorts, hotels, urban areas, mixed-use complexes and housing

A foreign-invested contractor building for a resort, hotel or urban-area developer works under a private contract, but the developer’s own land and real-estate rights are governed by the land and real-estate regimes, which we have not read. Do not confuse the developer’s investment conditions with yours. For a mixed-use complex, check each activity (building, fit-out, M&E, project management) against the list.

Sector	Typical contract or risk feature	What to check on market access
Infrastructure and transport	Often public or PPP; prequalification	Sector list plus procurement eligibility, as two separate steps
Heavy industry and factories	Private; EPC or design-and-build	Every activity in scope against the list and treaties
Energy and power	Ownership and power-purchase structure drive status	Marine and installation activities, especially offshore
Real estate	Private; developer holds land rights	Contractor conditions versus developer conditions

Conclusion

The Investment Law gives foreign investors national treatment except where the Government’s list says otherwise, and construction entries exist on that list. The right approach is neither to assume an open sector nor to assume a cap, but to read the current conditions and treaty commitments, then fix the structure, capital and staffing around the result. Your next step: build the dated activity-by-activity screening memorandum before any filing or term sheet.

Frequently Asked Questions

Is there a foreign ownership cap for construction companies in Vietnam?

We do not state one. Conditions on ownership ratio may be set in the Government’s restricted-sector list or treaties, so check the text in force at filing.

What does the 50% threshold mean?

Above 50% foreign capital, the company is treated as a foreign investor for its own investments and needs an IRC. It is a classification rule, not an ownership cap.

Which regulation lists the conditions?

The Investment Law delegates to the Government. According to DEDICA, Appendix I to Decree 96/2026 contains the construction entries, which should be read in the original.

Is a minimum charter capital required?

We do not assert one. Size capital against guarantees, working capital and equipment needs, and confirm any rule for the chosen activity.

Can a foreign contractor work without a Vietnamese entity?

Yes, with a construction activity licence and a Vietnamese partner or subcontractor, unless no domestic contractor can perform any part of the package (Decree 212 Article 43).

Disclaimer: this article is general information, not legal advice for a specific matter. It reflects the law as of 22 October 2026. Please obtain advice on your own facts before acting.