Yes. In most sectors, a foreign investor can own 100% of a Vietnamese company. The exceptions live in a single list, and its real name is Appendix I. If your business is not on that list, foreign investors generally get the same market access as a domestic investor, subject to other applicable laws and treaties.
If it is, the list tells you the limits that apply. Working out which side of the line your business falls on is the market-access question in our three-question test, and it is the question this guide answers.
Everything else is generally open, subject to other applicable laws and treaties. Appendix I is not the same document as the Appendix IV list of conditional business lines, which applies to every company. Check your exact business line before you fix your ownership structure.
TL;DR – Appendix I is Vietnam’s market-access negative list for foreign investors, and it lives in Decree No. 96/2026/ND-CP. Section A names 23 business lines that are closed to foreign investors. Section B names 62 more that are open only with conditions, such as ownership caps.
This is our fourth article in our ongoing legal series. You may refer to the others here:
- Vietnam’s Market-Access List, Named: The 23 Closed Lines and the 62 Conditional Ones
- The Three-Question Test: Is Your Business Line Prohibited, Conditional, or Actually Allowed in Vietnam?
- Appendix IV Is Not a Foreign-Investor List: Vietnam’s Conditional Business Lines, Explained
What Exactly Is Appendix I?
Appendix I is the list of business lines where Vietnam restricts foreign investors. Think of it as a negative list: anything it does not name is generally open. It sits inside Decree No. 96/2026/ND-CP, the operative text since 31 March 2026. Decree No. 31/2021/ND-CP and its 2025 amendment, Decree No. 239/2025/ND-CP, lapsed when the Law on Investment 2025 took effect on 1 March 2026. The government’s own reporting on the change appears on the Government News portal.
That replacement matters more than it sounds. Market-access rules here move quickly, and when a decree is swapped out like this, any ownership structure built on the old text needs a second look.
One thing to clear up before you go further. Appendix I is not the same as the conditional business lines you may have read about. Those live in a different list, Appendix IV, and they apply to every company, Vietnamese or foreign. Appendix I is only about how much a foreign investor may own. Two lists, two separate questions.
What Is Actually on It?
What Is on the Market-Access Negative List?
Appendix I has two sections. Section A is a hard no. Section B is a maybe. Here is what each one actually holds.
Section A names 23 business lines that are closed to foreign investors outright. They cluster around functions the state keeps for itself: notarial, bailiff and judicial-inspection services, press activities and news gathering, public opinion polling, investigation and security services, fishing and marine-resource exploitation, natural forest exploitation, public postal services, blasting, and direct waste collection from households. If any part of your project touches one of these lines, no amount of structuring gets you in.
Section B names 62 business lines where foreign investors are welcome, but only with conditions. This is where the ownership caps live. A condition can take several forms: a ceiling on the share of charter capital you may hold, a requirement to partner with a Vietnamese investor, a limit on the form of investment, or a licence or qualification you have to meet first. Read the condition itself, not just the line name.
What Do the Caps Actually Look Like?
How Much Can a Foreign Investor Own?
This is the part that never appears in the one-line summaries. The caps are specific, and they are different in every sector. These caps come from sector decrees and World Trade Organization (WTO) or Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) treaty schedules, not from Appendix I itself. A few real examples:
- Airport operations and ground handling: foreign ownership is capped at 30%.
- An airline: 34%.
- Inland-waterway freight and passenger transport: 49%.
- Basic telecoms: 49% if you run the infrastructure, up to 65% if you do not.
- Banking: one foreign individual may hold 5% of charter capital, a foreign institution 15%, and total foreign ownership of a bank is capped at 30%.
- Online gaming: the applicable treaty framework, not the list itself, can produce a very different result. WTO commitments have historically capped foreign equity at 49%, while CPTPP treatment allows 100% after the phase-in.
Read those numbers as ceilings on charter capital, which is the capital registered and contributed in the company itself. A cap of 30% means foreign shareholders together may hold no more than 30% of charter capital. It is not a limit on revenue, on the amount you invest, or on what you earn. It is a limit on how much of the company you can own.
That last one matters. The cap can turn not just on what you do, but on where you are from and which treaty framework applies. The same activity can be 49% for one investor and 100% for another.
Treaty vs Domestic Caps: Which Applies?
Where an applicable investment treaty is more favourable than Vietnamese law, you may rely on it. That is treaty precedence, and the online gaming example is the clean illustration. Where several treaties apply, the treaty-selection rules in Decree No. 96/2026/ND-CP decide which framework you use.
This cuts both ways. Treaties can also leave you with conditions that domestic law does not impose, and what applies is the combination of your nationality and your business line. Never assume the friendliest number in any summary is the number you get.
How Do I Know If My Sector Is on It?
How to Check Your Business Line
This is the market-access half of the three-question test. Work through your business line in this order.
- Write down your exact business line, the way you would register it. Use wording a licensing authority would recognise, not an internal project nickname.
- Check Section A. If your line is there, stop. No foreign ownership is possible.
- Check Section B. If it is there, read the condition. It may be a cap, a Vietnamese-partner requirement, a limit on the form of investment, or a qualification you have to meet.
- If your line is in neither section, you generally get the same market access as a domestic investor, subject to other applicable laws and treaties.
- Re-run the check whenever the business scope changes. Adding one activity can pull a company from the open tier into Section B.
Two extra rules are worth holding on to. The first is the foreign-company rule: a company with any foreign shareholder is a foreign-invested company, even if no single shareholder meant it that way. The majority rule then matters at the next step: where foreign investors together hold more than 50% of a company’s charter capital, that company follows the foreign-investor investment procedures for further investment. The test counts the total, so three foreign shareholders at 20% each cross that line without any one of them crossing a threshold. A joint venture that looks Vietnamese on paper can be foreign in law.
The second is treaty precedence: where an applicable treaty is more favourable than Vietnamese law, you may rely on it, such as the CPTPP treatment for online gaming. Both rules turn on numbers, so fix your shareholding chart before you sign anything, and keep it under review as capital moves.
What Trips People Up?
Three mistakes do most of the damage.
- Mixing up the two lists. Appendix I caps foreign ownership. Appendix IV lists conditional business lines that need extra permits, and it applies to everyone. Different lists, different questions.
- Working from a dead document. Decree No. 31/2021/ND-CP and its 2025 amendment lapsed on 1 March 2026. If your notes still cite them, re-run them against Decree No. 96/2026/ND-CP.
- Trusting a summary instead of your own line. Published totals for this list have been reported slightly differently across sources. The only check that counts is whether your specific business line is named.
The full text of Appendix I sits inside Decree No. 96/2026/ND-CP, in Vietnamese. The diagram above gives you the shape of the list in English, and the safe next step is to check your exact business line against the source rather than any summary.
Conclusion
Vietnam is far more open to foreign ownership than its reputation suggests. In most sectors you face no ownership cap. The few that are not sit in one list, Appendix I, and it says exactly where the line is: 23 sectors closed, 62 capped or conditional, everything else generally open, subject to other applicable laws and treaties. Find your line before you build the ownership structure, not after.
Thinking about entering or expanding in Vietnam? Contact United Consulting to discuss your market-access position.
