Can foreign investors acquire 100% ownership in Vietnamese companies across all sectors?

Vietnam’s growing economy and open investment policies have attracted a wave of foreign investors seeking to enter or expand their presence through mergers and acquisitions (M&A). One of the most frequent questions raised during the initial deal structuring phase is: Can a foreign investor buy 100% shares of a Vietnamese company in any business sector?

The short answer is: No—not in all sectors.

While Vietnam has made significant commitments to liberalize market access under international agreements like the WTO, CPTPP, and EVFTA, foreign ownership is still subject to restrictions in certain conditional business lines. These include but are not limited to: insurance, banking services, education, advertising, and real estate, etc. In some cases, foreign investors may only be permitted to hold a minority stake or may be subject to joint venture requirements.

Not only that, certain business lines remain off-limits or not yet open to foreign participation. Examples of non-accessible sectors include: Journalism and news-gathering activities in any form; Public opinion polling services (surveying public sentiment); Services related to the investigation, assessment, and exploitation of natural forests (including timber harvesting, wildlife hunting/trapping, and management of plant and animal genetic resources used in agriculture); Military and national defense activities, among others.
Additionally, Vietnam’s domestic regulations, such as the Law on Investment and sector-specific laws, may impose licensing, and shareholding caps on foreign participation.

When planning an M&A deal, investors should carefully consider the industry in which they plan to operate their business. Key considerations include:

(1) Conducting a thorough legal due diligence to identify if the target operates in restricted sectors.
(2) Reviewing Vietnam’s commitments under international agreements relevant to the investor’s home country.
(3) Engaging with local authorities early, especially in deals requiring licensing or approvals.
(4) Choosing alternative structures, such as nominee arrangements or multi-tiered shareholding via intermediary entities – though these require careful legal analysis to avoid breaching local laws.

For foreign investors, this question is not just about what’s allowed in theory – it’s about what’s achievable in practice, with minimal regulatory risk. A clear understanding of market access rules is crucial for setting realistic investment expectations and structuring a compliant, successful M&A transaction in Vietnam.