Can a Foreigner Own a Business in Vietnam? What the Law Allows in 2026

If you are a foreign founder opening a company in Vietnam in 2026, the question is not whether the law allows it. The law does, in most sectors, with no local partner required. The real question is whether your specific sector is open, what paperwork you need, how the capital has to move in, and what happens if your sector is restricted.

This guide covers what the 2026 Law on Investment allows foreign owners to do, which sectors remain restricted, what the setup path looks like from abroad, and what founders do when their sector does not allow 100% foreign ownership. It draws on the new Law on Investment No. 143/2025/QH15 (effective 1 March 2026), implementing Decree No. 96/2026/ND-CP, State Bank of Vietnam Circular 06/2019/TT-NHNN on direct investment capital accounts, and Vietnam's WTO Schedule of Specific Commitments in Services.

In some sectors, yes. A foreigner can own 100% of a Vietnamese company, set it up remotely, and run it without a Vietnamese partner. The rule comes from Vietnam's WTO commitments, expanded by the country's free trade agreements, and codified in the Law on Investment No. 143/2025/QH15. Restrictions exist but are exceptions, not the default.

What changes with nationality is the paperwork. A foreign-owned company needs an Investment Registration Certificate (IRC) alongside the Enterprise Registration Certificate (ERC), its capital contributions move through a dedicated bank account called a Direct Investment Capital Account (DICA), and the timeline from first filing to first invoice runs longer than for a Vietnamese-owned company.

The Law on Investment No. 143/2025/QH15, passed by the National Assembly on 11 December 2025 and effective from 1 March 2026, is the governing statute. It replaces the previous Law No. 61/2020/QH14. The implementing Decree 96/2026/ND-CP was issued on 31 March 2026.

3 changes matter for a foreign founder reading this today.

First, the list of conditional business lines was reduced from 227 to 198. These changes start to apply from 1 July 2026, so the first months of the new regime run under transitional rules.

Second, the sequence of approvals for qualifying projects changed. Under the old law, foreign investors generally needed the IRC before applying for the ERC. Under the new law, qualifying foreign investors can establish the enterprise first and obtain the IRC afterwards, subject to market-access conditions.

Third, the scope of projects requiring in-principle investment policy approval was consolidated into 20 categories, with more approval authority shifted to the provincial level. In practice, this should reduce friction for many standard SME projects, though whether a specific project is caught still depends on its sector, land use, scale, and location.

2 structures cover almost all foreign-owned setups.

For a foreign founder building a lean operating company, the single-member LLC is almost always the right answer. It can be 100% owned by one individual or one foreign company, has the lightest governance requirements, and can convert to a multi-member LLC or a JSC later if you bring in partners or investors. Representative offices can market and liaise but cannot invoice or generate revenue, and branches have limited sector availability. Neither is a substitute for a Vietnamese operating company.

Vietnam's default is open. The following sectors are confirmed as fully open to foreign ownership under the 2026 regime:

• Trading, import/export, wholesale and retail (retail carries some additional approvals for physical outlets)
• Light manufacturing and assembly
• Software development, IT services, and data services
• Management consulting, market research, business process services
• Ecommerce platforms and digital services
• Professional and business services, subject to a licence where a qualification is involved

The practical filter is simple. If your business is a standard B2B or B2C operating company that sells goods or services, you are almost certainly in an open sector and can proceed with a 100%-owned LLC.

Not every sector is open to 100% foreign ownership. The restrictions come from 2 places: Vietnam's WTO Schedule of Specific Commitments in Services, which sets market access caps by sub-sector, and Appendix II of the Law on Investment, which lists conditional business lines that require pre-operation approval. The sectors most commonly flagged for foreign founders are:

• Banking and credit institutions: Foreign ownership capped at 30% in commercial banks under State Bank of Vietnam regulations, with individual foreign investor caps of 5% (non-strategic) or 20% (strategic).
• Advertising services: A joint venture with a Vietnamese partner is required. You cannot own 100% of an advertising agency in Vietnam.
• Telecommunications: 49% foreign cap on facilities-based services (infrastructure); up to 65% on some non-facilities services.
• Domestic transport: Waterway, rail, and certain road transport services carry caps or joint venture requirements.
• Logistics and freight forwarding: Sub-sector caps apply, particularly in shipping agency services and customs brokerage.
• Tourism: Inbound travel agency services (bringing foreign tourists into Vietnam) require a joint venture with a Vietnamese partner.
• Real estate: Foreign-owned companies can develop, own and lease commercial real estate, but cannot operate as brokers or engage in land trading.
• Media, broadcasting and publishing: Largely closed or heavily restricted to foreign investors.
• Education: Some sub-sectors in primary and secondary education face caps and conditions; higher education is more open.
• Healthcare: Hospital and clinic ownership is open subject to licensing, but some specialised sub-sectors remain restricted.
• Legal services: Foreign law firms can operate but are limited to advising on non-Vietnamese law. Vietnamese law practice is reserved for Vietnamese lawyers.

If your business falls outside this list, you can proceed with a 100%-owned LLC. If it falls inside this list, the practical question is whether to restructure to fit the restriction or whether one of the alternatives below serves you better.

A typical foreign-owned LLC in an open sector follows this sequence under the 2026 law.

Statutory timelines are the ceiling, not the average. Real turnaround runs longer, especially for the IRC, where supporting documents often get returned for clarification. A clean setup from first filing to first invoice is eight to twelve weeks for a services LLC in an open sector. Manufacturing, real estate and regulated services run longer.

You do not need to fly to Vietnam. Everything up to bank account opening can run remotely with a notarised power of attorney and legalised corporate documents. Some banks still prefer a director present in-country to open the DICA, although several now accept video verification.

Vietnam does not publish a universal minimum capital figure. The benchmark is whether the declared capital is sufficient to execute the business plan in the IRC. For a lean services or trading LLC, foreign founders typically declare between USD 10,000 and USD 50,000. Banking, insurance, real estate and some licensed professional services have statutory minimums.

How the capital moves in matters more. Every foreign direct investment (FDI) enterprise must open a Direct Investment Capital Account (DICA) at a licensed commercial bank, under State Bank of Vietnam Circular 06/2019/TT-NHNN. All capital contributions and all profit or capital repatriations move through this account. The capital must land in the DICA within 90 days of ERC issuance. Missing this window triggers penalties and can force a re-review of the investment project.

A Vietnamese company is a Vietnamese tax resident, regardless of who owns it. The headline rates apply equally to domestic and foreign-invested enterprises.

• Corporate Income Tax (CIT): 20% standard rate. Preferential rates of 10%, 15% or 17% are available for qualifying projects in priority sectors or specific geographic areas.
• Value Added Tax (VAT): 10% standard rate. A temporary 2-point reduction applies to many goods and services, bringing the effective rate to 8% through December 2026.
• Personal Income Tax (PIT): progressive up to 35% for residents; 20% flat for non-residents on Vietnam-sourced employment income.
• Foreign Contractor Tax (FCT): applies when a Vietnamese entity pays an overseas supplier for services or goods with a Vietnamese nexus. Rates are set under Circular 103/2014/TT-BTC and vary by transaction type. For most cross-border services, the effective rate is 5% deemed CIT plus 5% deemed VAT. From 1 July 2025, Circular 69/2025/TT-BTC updated the VAT treatment for certain categories.

One point matters for cross-border structuring: Vietnam does not impose withholding tax on dividends paid by a Vietnamese company to a corporate shareholder, regardless of where that shareholder is based. Individual shareholders are taxed at 5%.

Four issues trip up most first-time foreign setups in Vietnam.

• The 90-day capital contribution deadline: Capital must land in the DICA within 90 days of ERC issuance. Delayed bank opening, slow wire transfers from the shareholder's home bank, and late decisions on contribution amount all eat into this window.
• The IRC business scope: Founders under-describe the business, register only the headline activity, and then hit blockers when they try to invoice for an adjacent service. Scope amendments are possible but slow. Draft the IRC description wide.
• The legal representative requirement: Every Vietnamese company must have a legal representative physically resident in Vietnam. A foreign founder can act as a legal representative, but only if resident. Otherwise, you need to appoint a resident individual (an employee or a professional service provider) with the authority that role carries.
• Monthly accounting rhythm: Vietnam requires Vietnamese-language accounting records and monthly tax filings from the first month of operation, even if there is no revenue. Founders who assume a quarterly or annual rhythm miss filings and accumulate penalties quickly.

3 paths are common. None is objectively better. The right choice depends on how central the Vietnamese market is to your business, how much operational control you need, and whether your activity can be run regionally or has to be on the ground.

1. Joint Venture With a Vietnamese Partner

The most common workaround. A Vietnamese company or individual holds the required local stake (30% to 51%, depending on the cap), a shareholders' agreement governs control rights and exit, and the entity incorporates as a multi-member LLC or JSC. The upside is market access. The downside is governance friction: deadlock provisions and exit mechanics require hard negotiation upfront, and enforcement through Vietnamese courts is not always fast. Works best when you already have a commercial relationship with the Vietnamese partner or when local expertise genuinely adds value.

2. Minority Stake With a Local Operator

A variation where the foreign investor takes a minority position (below the cap) in a Vietnamese-led business. Fits investors seeking exposure to a restricted sector without operational control. The tradeoff is obvious: you are not running the business.

3. Register in a Neighbouring Jurisdiction and Serve Vietnam From There

If your operations can run regionally rather than on the ground, which is true for many B2B services, ecommerce, software, trading and consulting businesses, you can incorporate in a neighbouring jurisdiction without sector caps and contract with Vietnamese clients from there. The 2 options are Hong Kong and Singapore. One disclosure before the comparison: Statrys operates in Hong Kong, so we have tried to present both fairly.

Hong Kong has no foreign ownership caps across sectors, a 16.5% corporate tax rate (8.25% on the first HKD 2 million of profits), no value-added tax, no dividend withholding tax, and a tax treaty with Vietnam that caps Vietnamese-source withholding at 10%. Setup is fast, there is no resident director requirement, and the banking infrastructure handles multi-currency operations easily.

Singapore has no caps either, a 17% corporate tax rate with partial exemptions, a similar Vietnam tax treaty, and a stronger ecosystem for institutional fundraising. It requires a locally resident director (usually a nominee for foreign founders), and compliance costs run higher than in Hong Kong.

Hong Kong is typically faster and lighter for a founder setting up a regional operating company. Singapore is stronger for funded businesses raising institutional capital. Either way, the path only works when the business is structurally regional. A physical retail chain or on-the-ground logistics operation cannot be run from Hong Kong or Singapore. For those, a joint venture is the only way in.

Vietnam is open to foreign founders in many sectors, but the details matter. Ownership rules, licensing, and capital flow requirements can change the outcome significantly.

If your business needs a local presence, a Vietnamese entity is required. If it can run regionally, alternative structures may be worth considering. If you are exploring Hong Kong or Singapore, Statrys offers fully online company setup to simplify the process.