Vietnamese law does not list the sectors foreign investors may enter. It lists the ones where entry is restricted, and treats everything else as open.
Article 17 of Decree 96/2026/ND-CP provides that outside the sectors in Appendix I, a foreign investor has the same market access as a domestic investor. If your activity is absent from that appendix, there is no ownership cap to look up and no treaty schedule to read.
Appendix I has two sections. Section A names 23 sectors foreign investors cannot enter. Section B names 62 they can enter on conditions. This article covers Section B: what is on it, where the conditions are written down, and what changed when the appendix was rewritten on 31 March 2026.
Sector-level listing, activity-level conditions
Article 8 of the Law on Investment No. 143/2025/QH15 sets out the forms a market access condition can take: a limit on how much charter capital a foreign investor may hold, a required investment form, a restricted scope of activity, a requirement to have a Vietnamese partner, or a requirement about the investor itself. Which of those applies, if any, depends on the activity rather than the sector. Logistics, education and advertising all appear in Section B, and each covers activities with no ownership cap alongside activities that are capped.
Market access conditions and conditional business lines
Market access conditions apply because the investor is foreign, and they decide whether and on what terms the investor may enter. They are settled during investment registration.
Conditional business lines apply to everyone in that line of business under a separate list in the Law on Investment. They decide what you must hold before you may operate: a sub-licence, minimum capital, qualified personnel, premises that meet a standard.
A language centre meets both. Education is Section B item 10, so the foreign investor's entry is conditioned. Running the centre then requires an operating licence from the education authority covering premises, programme and teaching staff, which a Vietnamese owner would need as well.
The second list is being replaced. Law 24/2026/QH16, passed on 24 August 2026, substitutes a new schedule of 137 conditional business lines with effect from 1 March 2027. It does not amend Article 8 or the market access list discussed here.
Where the conditions are written down
Appendix I gives sector names without conditions. Article 18 of the decree makes the Ministry of Finance responsible in charge of compiling them for the Appendix I sectors and publishing them, with their legal basis, on the National Investment Portal. That is the place to look first, because it gathers conditions otherwise scattered across sector laws and treaty schedules.
The portal is not the authority, though, and Article 18 clause 3 says so: where a law, resolution, decree or investment treaty sets a market access condition that has not yet been added to the list or the portal, that instrument applies. An unpublished condition remains binding.
The investor's nationality affects the terms
Conditions often depend on which commitments cover the investor. Vietnam's WTO services schedule, the CPTPP and the EVFTA do not grant identical terms, and an investor from a country party to none of them may be left with domestic law alone.
Identify the treaty the investor qualifies under before reading any schedule. A favourable term in one agreement does not extend to an investor covered by another. Where the applicable schedule is silent or unbound, the answer comes from Vietnamese sector law and, in practice, from how the licensing authority reads it.
Ownership chains matter here too. Nationality follows the entity holding the shares, so a Singapore holding company and its European parent are not interchangeable when a schedule is applied.
What changed on 31 March 2026
Decree 96/2026/ND-CP replaced Decree 31/2021/ND-CP of 26 March 2021. Comparing the two appendices item by item shows a short and specific set of changes.
The counts moved in opposite directions. Closed sectors fell from 25 to 23. Conditional sectors rose from 59 to 62.
Three entries are new: construction activities of foreign contractors (item 20), manufacture and trading of weapons, explosives and support tools (item 61), and manufacture of military materials and equipment together with trading in military uniforms, supplies, vehicles and specialised technology for the armed forces (item 62).
Three more were rewritten, and two of those narrowed. The old appendix listed "e-commerce activities" without qualification. Item 56 now names the operation and management of intermediary e-commerce platforms, social networks carrying e-commerce activity, and integrated e-commerce platforms, so on a literal reading the listed activity is running a platform rather than selling your own goods online. Item 34 dropped valuation services and kept only enterprise valuation consulting for equitisation. Item 7 gained a carve-out: printing of packaging that bears no product label falls outside it.
Guidance written in 2025 that described e-commerce or valuation as a conditional sector was accurate at the time and is now too broad.
Six sectors where classification decides the outcome
Trading, distribution and e-commerce (items 23 and 56) are the clearest example, and the rules under them change on 18 October 2026. Importing, wholesaling, retailing, opening a physical outlet and operating a platform are separate activities with separate requirements. Decree 342/2026/ND-CP, issued on 3 September 2026, replaces Decree 09/2018/ND-CP from 18 October 2026 and governs goods trading by foreign investors and foreign-invested companies. Accounts of what it does to the economic needs test differ. A briefing from the law firm LNT & Partners presents the test as removed after twenty years. The decree text does not remove it. Article 22 requires the test when an investor from a country whose treaty with Vietnam carries no commitment to abolish it opens a retail outlet beyond its first, and exempts that outlet only if it is under 500 square metres, sits inside a shopping centre and is not a convenience store, mini supermarket or supermarket. Article 3 defines a mini supermarket as any outlet up to 500 square metres selling food, drink and general consumer goods, so the exemption is narrower than its area limit suggests: it is for specialist stores rather than small grocers. Article 23 has each provincial People's Committee establish the council that applies the test, chaired by its own representative and seating the provincial departments of industry and trade and of finance, the provincial police and other relevant agencies, with the chair issuing a written conclusion for or against the outlet. Article 22 also sets the area at which the question changes scale. Below 5,000 square metres the council examines the affected geographic market at commune or ward level; at 5,000 square metres and above it examines the province. Article 8 adds an opinion on national security from the Ministry of Public Security and the Ministry of National Defence in defined cases, among them a foreign investor controlling the operator of a large intermediary e-commerce platform, and an applicant that already holds or is asking to cover 100 outlets of under 500 square metres, 50 of 500 to under 3,000, or 30 of 3,000 or more.
Logistics (item 43) covers a bundle of services. Warehousing, freight forwarding, customs brokerage, road haulage and shipping each carry their own position, and some are capped where others are not.
Real estate (item 19) raises two separate questions: which activities the company may carry on, and what the investment entitles it to. Owning the company does not by itself produce the land use rights a project needs.
Education (item 10) clears market access first. Premises, curriculum, teaching staff and operating approvals follow, and the licence usually sets the timetable.
Advertising (item 6) covers campaign management, creative production and media placement, which have historically differed in their terms, including on investment form.
Security services (item 17) is a narrow entry where classification decides the outcome, so the service should be described precisely rather than by job title.
A sequence for checking a proposed structure
Start with the investor: nationality, legal form, and the ownership chain above it. Then write down the actual goods and services in operational language rather than as business plan headings, and map each one to the Vietnamese classifications, VSIC for registration and CPC where a treaty schedule uses it.
Check Section A first. An activity there means the structure has to change, not the paperwork. Then check Section B for each remaining activity and read both the published conditions and the instrument behind them.
Settle ownership, investment form and any partner requirement for each activity, then reconcile them into one structure. Where a company will carry on several conditional activities, each is assessed separately, and the structure has to satisfy all of them. A structure that satisfies the least restrictive activity will not necessarily satisfy the others, and the resolution is sometimes to drop an activity or to place it in a separate entity.
Finally, map the procedures: investment registration where required, enterprise registration, and any sub-licence.
Registration does not authorise operation
An Enterprise Registration Certificate records that a company exists and what it has registered. Depending on the project, the investor may also need an Investment Registration Certificate beforehand, and a conditional business line may need an operating licence before the activity can lawfully start. The licensing work continues after registration.
The 62 conditional market access sectors
Section B, Appendix I, Decree 96/2026/ND-CP. Translated from the Vietnamese text; where an entry is long, the full wording is in the decree.
- Production and distribution of cultural products, including video recordings
- Production, distribution and screening of television programmes and musical, stage and cinematic works
- Radio and television broadcasting services
- Insurance, banking, securities trading and other services related to insurance, banking and securities trading
- Postal and telecommunications services
- Advertising services
- Printing services (except printing of packaging that bears no product label) and distribution of publications
- Surveying and mapping services
- Aerial photography services
- Education services
- Exploration, extraction and processing of natural resources, minerals, oil and gas
- Hydropower, offshore wind power and nuclear energy
- Transport of goods and passengers by rail, air, road, inland waterway, sea and pipeline
- Aquaculture
- Forestry and hunting
- Betting and casino business
- Security (guarding) services
- Construction, operation and management of river ports, seaports and airports
- Real estate business
- Construction activities of foreign contractors
- Legal services
- Veterinary services
- Purchase and sale of goods, and activities directly related to it, by foreign service suppliers in Vietnam
- Technical testing and analysis services
- Travel services
- Health and social services
- Sports and entertainment services
- Paper manufacturing
- Manufacture of vehicles with more than 29 seats
- Development and operation of traditional markets
- Commodity exchange operations
- Domestic less-than-container-load cargo consolidation services
Related reading: Foreign Investment in Vietnam 2026: Five Legal Forms and How to Choose, Types of Companies to Set Up in Vietnam in 2026, How Foreign Investors Can Buy a Company in Vietnam in 2026 and the guide How to Open a Business in Vietnam.
Sources
- Decree 96/2026/ND-CP, issued and in force 31 March 2026, replacing Decree 31/2021/ND-CP of 26 March 2021: Article 17 (principles for applying market access restrictions), Article 18 (publication of conditions, and the rule that an unpublished instrument still applies), Appendix I Section A (23 sectors) and Section B (62 sectors).
- Law on Investment No. 143/2025/QH15, passed 11 December 2025 and in force 1 March 2026, Article 8, for the forms a market access condition can take.
- Decree 342/2026/ND-CP, issued 3 September 2026 and in force 18 October 2026, replacing Decree 09/2018/ND-CP and repealing Article 36 of Decree 146/2025/ND-CP, for goods trading by foreign investors and the economic needs test. The account of the test, the council, the retail formats, the 5,000 square metre threshold and the outlet counts is read from the decree itself, published in the official gazette, at Articles 3, 8, 22 and 23. The LNT & Partners briefing and the An Giang Department of Industry and Trade summary are cited only where the article refers to them.
- Law 24/2026/QH16, passed 24 August 2026 and in force 1 March 2027, for the replacement schedule of 137 conditional business lines. Source is the State Audit Office Legal Department's introduction to the law.
