Three separate lists stand between your business idea and a Vietnamese licence. Miss one and your application bounces. Vietnam screens every business activity through three gates: a prohibited list, a set of conditional business lines, and a market-access list aimed squarely at foreign investors. Our guide to market access for foreign investors explains the third gate. Is your idea even allowed? Will you need an extra permit? Can you own 100% of it? Answer all three before the money moves.
TL;DR – Three lists decide your fate in Vietnam. The prohibited list (11 groups) ends the conversation. The 142 conditional business lines add conditions: some need a licence or certificate up front, others are simply checked after you start. The market-access list decides what a foreign investor may touch and how much of it. The three-question test below checks all three, in order, before you sign anything.
This is our third article in our ongoing legal series. You may refer to the others here:
- Appendix IV Is Not a Foreign-Investor List: Vietnam’s Conditional Business Lines, Explained
- Vietnam’s 142 Conditional Business Lines, Named, and What the July 2026 Cut Removed
- Vietnam’s Market-Access List, Named: The 23 Closed Lines and the 62 Conditional Ones
Why Does One Business Line Trigger Three Separate Tests?
Because they do three different jobs. The prohibited list protects public order. The conditional regime protects consumers and public safety, so anyone who meets the conditions gets approved. The market-access list implements Vietnam’s treaty commitments, so it shifts with your nationality and your ownership chart. It sits in Decree No. 96/2026/ND-CP (ND-CP marks a decree of the Government). Our review of what changed under the 2026 investment law puts this three-list structure in context.
A Vietnamese investor generally needs to answer the first two questions. A foreign investor must answer all three. That gap is the most common blind spot we see, as of October 2026.
Run every intended activity through three questions, in this order. Is it prohibited outright? Is it a conditional business line that needs extra approvals? Is it open to foreign investors at all, or capped by ownership limits? Passing one test tells you nothing about the other two. Most stalled ventures trace back to a founder who ran only one.
What Is on the Three Lists?
Each gate lives in a different legal instrument (QH15 marks the 15th National Assembly term), and every name below links straight to the Government Gazette text:
- Prohibited? Article 6 no-go list: 11 groups, from narcotics to human cloning. Governing instrument: Law on Investment No. 143/2025/QH15, Article 6.
- Conditional? Appendix IV conditional business lines: 142 lines (from 1 July 2026) that add conditions, such as law, audit, banking, security services, road transport, food, e-commerce and crypto. Governing instrument: Law on Investment No. 143/2025/QH15, Appendix IV.
- Open to foreign investors? Appendix I negative list: 23 lines closed, 62 conditional with ownership caps, the rest open. Governing instrument: Decree No. 96/2026/ND-CP, Appendix I.
Is Your Business Idea Prohibited in Vietnam?
Article 6 of the Law on Investment No. 143/2025/QH15 is the no-go list: eleven activities you simply cannot run in Vietnam. The law passed on 11 December 2025, took effect 1 March 2026, and replaced the Law on Investment 2020. Its text sits in the Official Gazette, and the Government News portal carries an English overview of Vietnam’s Law on Investment 2025. The eleven groups:
- Narcotics.
- Prohibited chemicals and minerals.
- Endangered wildlife and plants.
- Prostitution.
- Trafficking in persons, human bodies or human fetuses.
- Human cloning.
- Firecrackers.
- Debt collection services.
- National treasures.
- Export of relics and antiquities.
- E-cigarettes and heated tobacco.
Prohibited means prohibited. No licence exists to apply for and no ownership cap to negotiate. If this answer is yes, stop and rework the business model, not the application.
Which New Ban Starts in 2027?
Law No. 24/2026/QH16 (QH16 marks the 16th National Assembly term), passed on 24 August 2026, adds the sale of nitrous oxide (N2O) for human inhalation to the no-go list from 1 January 2027, bar medical, food-technology, testing and research uses. Sell gas products? Put that date in your compliance calendar. The list you read today is not the list that applies next year.
Do You Need an Extra Permit for a Conditional Business Line?
Probably. Appendix IV of the Law on Investment is the list of conditional business lines, and this is where founders get burned: conditional does not mean prohibited.
The activity is permitted once the applicable conditions are met, but the condition bites in one of two ways: a licence or certificate you must hold before you operate, or a condition you are simply checked against after you start, depending on the sector. Think food safety certification, fire prevention approval, education licences or telecoms permissions. Meet the condition, not a miracle.
How Many Conditional Lines Are There Now?
The count moves. 142 lines apply from 1 July 2026 under Resolution No. 66.17/2026/NQ-CP (NQ-CP marks a resolution of the Government), which cut the statutory list of 198 that came with the new law on the day the regime took effect. Law No. 24/2026/QH16 then trims the list to 137 from 1 March 2027. Treat it as a moving target: verify the current count against the Gazette text before you build a plan around it.
Who Has to Meet These Conditions?
Everyone. The conditions do not care about nationality, which is why they sit in a separate layer from market access. As a foreign investor you answer question two and question three independently. Miss either one and a sound business model turns into a delayed launch.
Can a Foreigner Own 100% of This Business?
This is where foreign investors get surprised. The activity may be perfectly legal, and your Vietnamese competitor runs it freely, while your company hits a cap or a wall.
The filter is called market access, and it lives in Appendix I of Decree No. 96/2026/ND-CP, issued 31 March 2026: 23 lines closed to foreign investors, 62 conditional, the rest open. Appendix I is the headline list, not the whole answer: other Vietnamese laws and investment treaties can set market-access conditions of their own (Article 18(3) of the decree). Decree No. 96/2026/ND-CP replaced Decree No. 31/2021 and its amendments, including Decree No. 239/2025/ND-CP, all of which lapsed when the law took effect on 1 March 2026.
When Does a Company Count as Foreign?
Any foreign member or shareholder makes the company foreign-invested, however small the stake. The 50% line is a different trigger: cross 50% foreign ownership of charter capital and an existing company follows the foreign-investor investment rules for its next investment. Add the partners together: three investors at 20% each make 60% foreign ownership, not “no controlling shareholder”. Count them separately and your market access analysis is wrong on the day it matters most.
Where Do the Ownership Caps Come From?
Two places. The negative list itself, and Vietnam’s treaty commitments, principally the World Trade Organization (WTO) Schedule of Specific Commitments in Services, alongside other trade agreements. Where more than one treaty applies, you may choose the better treatment on offer. In practice, foreign ownership limits come down to your nationality plus your ownership chart.
Clear all three questions and the entry sequence is simple. Since 1 March 2026, you may register the company first and obtain the Investment Registration Certificate (IRC) within 12 months (Article 19 of Law No. 143/2025/QH15 and Article 72 of Decree No. 96/2026/ND-CP). Our post on the two documents that create a project in Vietnam explains that side of the framework.
What Is the Three-Question Checklist?
- Prohibited? Check Article 6 first. A yes means stop. No licence exists.
- Conditional? Check Appendix IV. A yes means extra conditions: budget time and money for a licence or certificate before launch, or prepare to be checked after you start, whatever your nationality.
- Open to foreign investors? Check Appendix I of Decree No. 96/2026/ND-CP plus Vietnam’s treaty commitments, and match your combined foreign ownership against any cap before you sign anything.
Which Mistakes Cost Founders the Most Time?
- Confusing prohibited with conditional. Founders spend months preparing a licence application for an activity that can never be approved, or walk away from one that simply needs a fire safety certificate. Find the right list before deciding.
- Forgetting to add up the partners. Each foreign stake may look small, but the test is the total foreign share of charter capital. Above 50%, your company follows the foreign-investor investment rules for its next investment.
- Working from a stale document. Decree No. 31/2021 and its amendments lapsed on 1 March 2026, so any memo or checklist built on them is out of date. As our guide to common mistakes when setting up a business in Vietnam covers, the currency of your source documents matters as much as their accuracy.
Conclusion
Prohibited, conditional and open to foreigners are three different questions, not three shades of one. Article 6 draws the hard line, Appendix IV gates the regulated activities, and Appendix I of Decree No. 96/2026/ND-CP decides what you may reach and how much of it, with other Vietnamese laws and investment treaties free to add market-access conditions of their own. Run the test in that order and you will know what your business line demands, before the capital moves.
If the test throws up a surprise, take advice now, not after the charter capital is paid in. Our step-by-step guide to setting up a business in Vietnam covers what comes next.
Thinking about entering or expanding in Vietnam? Contact United Consulting to discuss how the three-question test applies to your business line.
