ESTABLISHMENT OF FOREIGN-INVESTED ENTERPRISES IN VIETNAM (FDI ESTABLISHMENT) 2026: MARKET ACCESS CONDITIONS AND BARRIERS FOR FOREIGN INVESTORS IN VIETNAM
In recent years, Vietnam has continued to strengthen its position as one of the most attractive investment destinations in Southeast Asia, thanks to its stable political environment, robust economic growth, abundant workforce, and extensive network of new-generation free trade agreements signed with numerous countries and territories around the world. These advantages have created favorable conditions for an increasing number of foreign investors to choose Vietnam as a destination for implementing investment projects and expanding their business operations.
However, not all business sectors in Vietnam are fully open to foreign investors. In practice, current Vietnamese laws impose various market access conditions depending on the specific investment sector, foreign ownership ratio, form of investment, or scope of business activities. In addition, foreign investors may encounter certain barriers during the process of market research, investment preparation, and the completion of legal procedures in Vietnam.
To provide investors with an overview of market access conditions as well as the common challenges faced when investing in Vietnam, Dai Quang Minh Company would like to introduce the key legal aspects relating to market access conditions and barriers for foreign investors under the current legal framework.
Clients who are interested in the procedures for establishing a foreign-invested enterprise in Vietnam are welcome to contact Dai Quang Minh Company via: Hotline: 0932.191.299; Zalo: 0932.191.299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for free, comprehensive, prompt, and accurate assistance.
In addition, Dai Quang Minh Company provides a wide range of legal services, including sublicenses and specialized permits, enterprise registration, investment advisory services, foreign labor and work permit services, as well as ongoing legal consultancy for both domestic and foreign-invested enterprises.
Contact us:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat: (+84) 337926405 (ID: _pouniverse)/ (+84) 869672216 (ID: DQM_Verna)
- Telegram: (+84) 337926405/ (+84) 869672216
I. Legal basis for market access conditions applicable to foreign investors
Market access conditions for foreign investors in Vietnam are primarily governed by the Law on Investment 2020, Decree No. 31/2021/ND-CP guiding the implementation of the Law on Investment, and the international treaties to which Vietnam is a party.
Under the Law on Investment 2020, foreign investors are generally entitled to the same market access rights as domestic investors, except for business lines included in the List of Sectors and Trades with Restricted Market Access for Foreign Investors. This list is promulgated and periodically updated by the Government to ensure consistency with Vietnam’s international commitments and its socio-economic development objectives in each period.
In principle, foreign investors may access the Vietnamese market under two categories of business sectors: (i) sectors in which market access is not yet permitted, and (ii) sectors subject to conditional market access. For sectors that do not fall within either of these categories, foreign investors may conduct investment activities under the same conditions as domestic investors.
Determining the applicable market access conditions is the first and most critical step in preparing an investment project in Vietnam. Failure to thoroughly review the relevant legal regulations may result in difficulties in obtaining an Investment Registration Certificate (IRC) or require investors to revise their proposed investment structure and business plan at a later stage.
II. Market access conditions for foreign investors
Under the current legal framework, market access conditions for foreign investors in Vietnam may be imposed in various forms.
First, there may be restrictions on the foreign ownership ratio in an economic organization. For certain business sectors, Vietnamese law or international commitments may limit the maximum percentage of charter capital that foreign investors are permitted to hold. This is one of the most common conditions that investors should carefully consider when determining the capital structure of their enterprise.
Second, foreign investors may be subject to conditions regarding the form of investment. In certain sectors, foreign investors are not permitted to establish wholly foreign-owned enterprises and must instead invest through a joint venture with a Vietnamese partner or through other investment structures as prescribed by law.
Third, conditions may apply to the scope of investment and business activities. Certain sectors allow foreign investors to enter the market but impose limitations on the range of services that may be provided, the geographical area of operation, or the categories of customers that may be served.
Fourth, foreign investors may be required to satisfy specific conditions relating to professional qualifications, experience, practicing certificates, or other sector-specific requirements. Such requirements are commonly encountered in industries such as finance, education, healthcare, logistics, telecommunications, and other conditional business sectors.
In addition to the foregoing requirements, foreign investors must also comply with regulations concerning national defense and security, environmental protection, land use, and other specialized legal requirements, depending on the nature and scale of the particular investment project.
Why Choose Dai Quang Minh Company?
Highly Qualified Human Resources: Our team comprises experienced corporate legal experts and project legal consultants who have worked for many years with leading domestic private economic groups and major foreign-invested enterprises operating in Vietnam.
Complimentary Legal Consultation Policy: Clients are entitled to a comprehensive legal consultation package free of charge when using our services.
Professionalism and Extensive Experience: Our professionals possess in-depth knowledge of business establishment and corporate legal matters, ensuring prompt, accurate, and effective advisory services.
Time-Saving Solutions: By engaging our services, clients can save valuable time as we handle all procedures and documentation on a turnkey basis.
Strict Legal Compliance: We ensure that every process is carried out in full compliance with applicable laws and regulations.
Tailored and Flexible Services: Our consulting services are customized to meet the specific needs of each client, enabling businesses to select the most suitable and effective solutions.
A Trusted Partner: Dai Quang Minh Company has established a strong reputation for providing reliable business establishment and legal consulting services at reasonable costs to individuals and enterprises nationwide.
Confidentiality Assurance: We are committed to maintaining the highest level of confidentiality regarding our clients’ personal information and business data.
Comprehensive Guidance and Support: We provide detailed instructions on procedures and legal requirements, helping clients clearly understand every stage of the business establishment process.
Process Optimization: Our team streamlines business registration procedures, minimizing risks and reducing potential legal and administrative challenges.
Client-Centered Experience: We are dedicated to delivering the best possible client experience through professional advice and responsive, personalized support.
Focus on Business Growth: By entrusting legal procedures to us, clients can concentrate on their core business activities without concerns about legal formalities and compliance matters.
III. Common Market Access Barriers Faced by Foreign Investors
Although Vietnam’s investment environment has improved significantly in recent years, foreign investors may still encounter various barriers when entering the market. One of the most common challenges is the difference between the Vietnamese legal system and the legal frameworks of the countries in which investors currently operate. Understanding and correctly applying regulations relating to investment, enterprises, taxation, labor, and land use often requires thorough preparation or the assistance of experienced professional advisors.
In addition, many business sectors in Vietnam are governed by multiple legal instruments simultaneously. In certain cases, determining the applicable investment conditions and the permissible scope of business activities may present challenges for investors, particularly in emerging industries or technology-driven sectors. Administrative procedures also remain a concern for many foreign investors. The process of obtaining an Investment Registration Certificate (IRC), an Enterprise Registration Certificate (ERC), sector-specific licenses, or approvals relating to land use and construction may be time-consuming if the submitted documents do not fully satisfy the requirements of the competent authorities.
Furthermore, differences in language, business culture, and working practices may affect the efficiency of project implementation. In many cases, foreign investors need additional time to familiarize themselves with the local business environment and establish an appropriate network of partners in Vietnam. Some investors may also face difficulties in securing suitable land, recruiting highly qualified personnel, or complying with legal requirements relating to technology, environmental protection, and technology transfer under Vietnamese law.
IV. Solutions to Facilitate Market Access for Foreign Investors in Vietnam
To minimize legal risks and enhance the likelihood of investment success, foreign investors should conduct thorough research on their intended business sectors before commencing any investment project. Accurately identifying the applicable market access conditions at the preparation stage will enable investors to select an appropriate investment structure and avoid unnecessary costs arising during project implementation.
In addition, investors are advised to review the international commitments applicable to their proposed business activities in order to accurately assess their market access rights as well as any restrictions that may apply. Such an assessment can help investors formulate an effective investment strategy and ensure compliance with Vietnamese regulations from the outset.
During the preparation of investment application dossiers, engaging professional legal consultants can significantly reduce the time and effort required to complete the necessary procedures. Professional support also helps ensure that documentation is properly prepared, legally compliant, and more likely to receive approval from the competent authorities. It is evident that Vietnam remains an attractive destination for foreign investors due to its increasingly transparent business environment and continuously improving investment policies. Nevertheless, a clear understanding of market access conditions and the early identification of potential legal barriers are essential to ensuring the efficiency, stability, and long-term sustainability of investment activities in Vietnam.
Should you require further information regarding market access conditions, the establishment of a foreign-invested enterprise, or other investment procedures in Vietnam, Dai Quang Minh Company is ready to accompany and support you throughout every stage of your investment project, providing comprehensive legal advice and practical solutions tailored to your business needs.
If you are interested in the reporting procedures applicable to enterprises engaged in the business of cybersecurity products and services, please contact Dai Quang Minh Company via Hotline: 0932.191.299; Zalo: 0932.191.299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for free, comprehensive, prompt, and accurate assistance..
In addition, Dai Quang Minh Company provides a wide range of legal services, including sublicenses and specialized permits, enterprise registration, investment advisory services, foreign labor and work permit services, as well as ongoing legal consultancy for both domestic and foreign-invested enterprises.
Contact us:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat: (+84) 337926405 (ID: _pouniverse)/ (+84) 869672216 (ID: DQM_Verna)
- Telegram: (+84) 337926405/ (+84) 869672216
During the course of your business operations, if you have any questions or require further assistance, please do not hesitate to contact Dai Quang Minh Company. We are always ready to support and accompany you throughout the establishment, operation, and growth of your business.
We wish you sustainable growth, continued success, and remarkable achievements in your business endeavors.
Sincerely,
Dai Quang Minh Company. /.
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