Foreign Ownership Limits in Vietnam changed materially with the 2025 Investment Law, and investors now need to check the negative list and any sector-specific cap before sizing a deal. From 1 March 2026, Law No. 143/2025/QH15 (the “2025 Investment Law”) officially replaces the 2020 Investment Law, triggering a full review of Vietnam’s legal framework on foreign ownership limits (“room ngoại”) — the maximum equity stake foreign investors may hold in a Vietnamese enterprise.
Decree 96/2026/NĐ-CP, effective 31 March 2026, sets out the market-access restricted list in a form significantly narrower than the previous list. This briefing, prepared by IVLF Advisors’ foreign investment advisory team, analyses how the 2026 Vietnam foreign ownership limit is determined under the new framework, how multi-sector companies are treated, and the staggered effective dates investors need to track.
The “negative list” principle: foreign investors are treated as domestic investors except for restricted sectors
The 2025 Investment Law and Decree 96/2026/NĐ-CP continue to apply the negative-list approach: foreign investors are granted market access on terms equivalent to domestic investors for every sector not named on the market-access restricted list.
Under Decree 96/2026/NĐ-CP, this list has two parts: Appendix I lists 23 sectors with no market access at all (unchanged in number from the prior regime), and the conditional market-access list has been expanded to 62 sectors. Notably, Appendix IV of the 2025 Investment Law removes 38 conditional business sectors and adjusts 20 others compared with the 2020 Investment Law, reflecting a policy of cutting back investment conditions.
Effective dates to track: not everything takes effect on the same day
A point businesses and investors should watch closely: the 2025 Investment Law does not take effect in its entirety on a single date. Article 50(3) took effect earlier, from 1 January 2026, while Article 7 and Appendix IV (the conditional business sectors list) only take effect from 1 July 2026. During the transition window between 1 March 2026 and before 1 July 2026, businesses need to carefully cross-check which provisions of the old and new laws apply concurrently, to avoid errors when determining market-access conditions for a specific transaction.
How the foreign ownership limit is determined for public companies
For public companies, the maximum foreign ownership ratio is determined as follows: if the company’s core business sector is on the restricted market-access list, the FOL follows exactly the ratio specified in that list; if the sector is a conditional-access sector without a specified foreign ownership ratio, the default cap is 50%; if the sector is not on the restricted list, the FOL is in principle unlimited (up to 100%), but opening the room still requires approval by the General Meeting of Shareholders and must be reflected in the company’s charter — the Board of Management has no authority to unilaterally decide to open the foreign ownership room.
Multi-sector companies: the lowest-ratio rule applies
For a company operating across multiple sectors with different foreign ownership caps, the ratio applied to the entire company is the lowest cap among all the sectors the company operates in — even where that sector represents only a small share of revenue. This is a point many companies overlook when self-assessing their FOL, particularly companies with a registered but dormant business line subject to restriction — in principle, as long as the sector remains on the business registration, its restriction still counts toward determining the company’s overall FOL.
Selected sector-specific caps
Banking: the general cap on aggregate foreign ownership of a credit institution’s shares is in principle 30%; for credit institutions receiving a mandatory transfer, Decree 69/2025/NĐ-CP (amending Decree 01/2014/NĐ-CP, effective 19 May 2025) allows the cap to be raised to 49% for certain banks subject to mandatory transfer, and the Prime Minister retains authority to approve a higher ratio in special cases for weak credit institutions.
Securities: securities companies and fund management companies may be 100% foreign-owned under the Securities Law. Businesses should note that sector-specific caps in fields such as aviation and telecommunications network infrastructure need to be separately verified against the relevant specialised regulations at the time of the transaction, as these are fields subject to frequent adjustment.
Registering and publishing the FOL: the role of VSDC
After the General Meeting of Shareholders approves the maximum foreign ownership ratio and the corresponding charter amendment, a public company coordinates with the Vietnam Securities Depository and Clearing Corporation (VSDC) to adjust the FOL ratio published for its stock code on the trading system. This ratio only becomes practically effective for foreign investors (including the automatic blocking of purchase orders exceeding the room on the trading system) from the date VSDC publishes the adjustment — companies should account for the processing time between the shareholders’ resolution and the actual update of the FOL on the trading system.
Counsel’s view: During the transition period between the 2020 and 2025 Investment Laws (particularly from 1 March 2026 to before 1 July 2026, while Appendix IV on conditional sectors is not yet effective), companies should review their full registered business lines to identify which sectors will be removed from or added to the restricted list, so they can proactively prepare room-opening or room-adjustment filings before the new rules formally apply.
Frequently asked questions
When does the 2025 Investment Law take effect? Generally from 1 March 2026, but certain provisions have different effective dates — Article 50(3) from 1 January 2026, and Article 7 with Appendix IV from 1 July 2026. How do multi-sector companies determine their foreign ownership limit? The lowest foreign ownership cap among all the sectors on the company’s business registration applies to the company as a whole.
Can the Board of Management decide to open the foreign ownership room? No — opening the room above the default level requires approval by the General Meeting of Shareholders and must be reflected in the company’s charter. IVLF Advisors’ foreign investment advisory team helps companies review and accurately determine their maximum foreign ownership ratio under the new legal framework. Speak with our team about your company’s foreign ownership room for tailored advice.
Foreign Ownership Limits in Vietnam: Common Compliance Pitfalls
Investors regularly miscalculate foreign ownership limits in Vietnam when a target company operates across several business lines. The lowest-ratio rule means the whole company is capped at the tightest sector limit, not an average.
A second frequent error is assuming a single FOL applies indefinitely. Effective dates under Decree 245/2025/NĐ-CP and related circulars can shift a cap mid-year, so investors should re-verify the registered ratio at VSDC immediately before signing, not just at initial due diligence.
Foreign Ownership Limits in Vietnam: A Practical Due-Diligence Checklist
Before committing capital, foreign investors should work through the following checklist on foreign ownership limits in Vietnam:
- Confirm the target’s registered business lines and identify any restricted or conditional sectors.
- Check the current FOL ratio published by VSDC, not an outdated figure from a data room.
- Verify whether the “negative list” treats the sector as fully open, capped or closed to foreign capital.
- Review the company charter for any internally adopted ownership cap tighter than the statutory limit.
- Assess whether a private placement under Decree 245/2025 or a public market purchase is the more efficient entry route given the remaining foreign room.
More Investor Questions on Foreign Ownership Limits in Vietnam
Does the foreign ownership limit apply to both listed and unlisted public companies? Yes — the FOL regime applies to public companies generally, though the practical mechanics of tracking and publishing the ratio differ between exchange-listed and unlisted public companies.
Can a company voluntarily set a foreign ownership limit lower than the statutory cap? Yes, subject to a resolution of the General Meeting of Shareholders and a corresponding charter amendment, which must then be registered and published through VSDC.
For companies planning a share issuance or IPO and listing in Vietnam, confirming foreign ownership limits early avoids structuring problems later. Official sector classifications and licensing conditions can be verified through the State Securities Commission of Vietnam, while cross-border capital and FX matters generally fall under the State Bank of Vietnam.
Foreign Ownership Limits in Vietnam: Related Resources
For deal structuring advice on Foreign Ownership Limits in Vietnam, see IVLF Advisors’ market entry and M&A advisory services, and check current sector conditions via the Foreign Investment Agency portal.
Foreign Ownership Limit Increases: A Practical Playbook for Investors
Where a target company’s charter currently sets a lower foreign ownership limit than the law otherwise permits, foreign investors can often unlock additional headroom without waiting for a full charter amendment cycle, provided the company follows the correct governance steps.
- Confirm the ceiling. Check whether the company’s business lines fall under WTO commitments, sector-specific caps, or the general 100% negative-list default before assuming a higher ratio is available.
- Board and shareholder approval. Raising the foreign ownership limit in the charter typically requires a shareholders’ resolution, not just a board decision.
- VSDC registration. The revised ratio must be registered with the Vietnam Securities Depository and Clearing Corporation before foreign investors can actually acquire shares up to the new ceiling.
- Disclosure timing. Public companies must disclose the change promptly; see the related disclosure and corporate governance obligations that apply alongside any foreign ownership limit change.
Investors preparing a placement should also review the target’s IPO and listing readiness, since foreign ownership limit constraints are frequently a gating item during pre-IPO due diligence. For the current list of conditional sectors and market-access commitments, the Ministry of Finance publishes consolidated guidance at mof.gov.vn.
How to Check the Foreign Ownership Limit Vietnam Company Before You Invest
Before committing capital, investors should confirm the exact foreign ownership limit Vietnam company applies to, since the FOL calculation Vietnam stock depends on whether the business lines fall under conditional sectors listed in the WTO commitments or domestic investment law. A sector foreign ownership cap Vietnam table published by the custodian or exchange is a useful starting reference, but it should always be cross-checked against the company’s own charter and business registration certificate.
Some issuers have successfully removed all caps and now operate as a 100 percent foreign owned company Vietnam structure, but this requires a formal FOL announcement filed with the State Securities Commission before foreign holdings can exceed the default threshold.
Unsure whether your target sector allows full foreign ownership? Contact IVLF Advisors for a foreign ownership limit assessment.
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.
