Foreign ownership and company structures in Vietnam

Start with the precise activity

Foreign investment in Vietnam is subject to activity-specific conditions in sectors including banking, insurance, property, telecommunications and education. The Investment Law 2025 entered into force in March 2026, with some provisions taking effect later, so an older market-entry checklist should not be treated as a complete statement of the current route. (PwC Vietnam investment framework)

Describe the actual service or product in ordinary language as well as the proposed registration classification. Identify who buys it, how it is delivered, whether goods are imported, and whether the business handles regulated products or activities. Ask for an assessment against that description, not only a broad label such as “consulting” or “trading.”

Separate the layers of approval

The investor's eligibility, establishment of the enterprise and permission to conduct the activity are related but distinct issues. PwC describes the investment framework and available enterprise forms; the investment-climate assessment highlights the importance of navigating approvals and implementation in practice. (PwC Vietnam investment framework, 2025 Vietnam investment climate)

Build an approval map identifying each authority, document, prerequisite and permitted next step. Use it to distinguish what can happen before registration, after enterprise establishment, after the investment approval where required, and only after an operational licence is obtained.

Do not read an account-opening exception as permission to start the commercial activity. The foreign-exchange framework effective August 2026 allows certain pre-IRC arrangements, but those arrangements have a limited purpose and conditions. (DFDL Circular 38 analysis)

Compare a new establishment with an acquisition

For a new company, test the approval sequence, premises, capital timing and launch dependencies. For an acquisition, investigate what the existing entity is actually authorised to do, the status of its investment and enterprise records, and which approvals or contract consents the ownership change may require.

An acquisition should not be selected merely to avoid examining market-access conditions. Treat the target's permits and historical compliance as diligence workstreams, alongside financial statements, debt, tax, employment and related-party transactions.

What to request before committing

Ask for a written route memo stating the investor's nationality and ownership chain, exact activity, proposed entity form, required approvals, capital timetable and unresolved questions. Identify who bears the cost if a key approval is not obtained. Continue with company and operating permissions and capital-account planning.