Vietnam Company for Non-Residents: 2026 Requirements

Vietnam does allow foreigners to own companies outright, and most guides stop at that sentence.

Three things decide whether it is true for you: what your business does, who will be the company's resident officer, and whether that person can obtain a Vietnamese identity credential. Only the first is about ownership.

This page takes them in that order, because that is the order in which they stop a plan.

23business lines closed to foreign investors outright

61business lines open only on conditions, which are not all percentage caps

1legal representative who must actually reside in Vietnam

Constraint one: what the business does

Vietnam runs a negative list. Anything not on it is open, which is why the headline claim about full foreign ownership is broadly correct.

Appendix I of Decree 96/2026 has two sections, and the counts changed when it replaced Decree 31/2021 on 31 March 2026.

Sectors closed outright include press and opinion polling, notarisation, judicial expertise and bailiff services, goods and services under state monopoly, investigation and security services, blasting, marine fishing, natural forest exploitation, importing used ships for dismantling, and the direct collection of domestic waste.

Where the published counts disagree

This is worth stating rather than smoothing over. One legal summary gives 23 prohibited lines and 61 conditional ones, then refers two paragraphs later to "these 85 sectors" in the same appendix.

• 23 and 61 sum to 84, not 85, so at least one of the two figures in that source is wrong.
• The earlier appendix was itself reported inconsistently, at 58 lines by some firms and 59 by others.
• No public count should be treated as authoritative for a decision that turns on whether your specific line is listed.
• The national investment portal publishes the conditions line by line, and that is the check that matters.

Look up your own business line rather than trusting any total, including the ones on this page.

Conditions are not all percentage caps

This is the most consequential misunderstanding about Vietnamese market access, and it costs entrants real time.

A conditional business line can be conditional in at least four different ways.

• An ownership ratio cap, which limits the percentage a foreign investor may hold.
• A restriction on the form of investment, which may require a joint venture regardless of the percentages.
• A capacity requirement on the investor, such as experience, licensing at home or a minimum size.
• A requirement about the partner, where the Vietnamese counterparty must meet its own criteria.

A business that would be perfectly fine at 100% ownership can still be barred from the form of entry you had planned. Reading only for a percentage misses three of the four.

The ceilings, where they exist

Airport, air navigationmaximum foreign ownership, percent30

Airlinemaximum foreign ownership, percent34

Inland waterway freight, passenger transportmaximum foreign ownership, percent49

Online gaming, WTO investormaximum foreign ownership, percent49

Online gaming, CPTPP investormaximum foreign ownership, percent100

The last two bars describe the same activity in the same country. The difference is the investor.

Since 14 January 2024, an investor from a CPTPP member state may hold 100% of an online gaming company, while an investor relying only on Vietnam's WTO commitments is capped at 49%.

That mechanism generalises. Vietnam's ownership rules sit on a stack of commitments, and which of them you can invoke depends on where the investing entity is established.

• CPTPP members include Japan, Canada, Mexico, Australia, Singapore and the rest of the bloc.
• EU investors rely on the EVFTA, which is a different instrument with different sectoral coverage.
• An investor from a country with no agreement falls back on the WTO schedule, which is the least generous layer.
• Holding structures can change the answer, which is a legitimate planning question rather than avoidance.

Advertising and travel agency services sit in a different category again: they require a joint venture with a Vietnamese partner rather than capping a percentage.

Which commitment layer you fall under

Because the ceiling can depend on the investor rather than the activity, it is worth knowing which instrument your investing entity can rely on.

Three practical consequences follow, and they are planning questions rather than loopholes.

• The WTO schedule is the least generous layer, and it is what applies when nothing else does.
• An EU investor and a CPTPP investor are on different instruments with different sectoral coverage, so neither can assume the other's treatment.
• Where the investing entity is established can change the ceiling, which is why holding structure is a legitimate part of the sector analysis.
• The agreement has to actually cover the activity. Membership of a bloc does not open every conditional line.

Check the layer before you check the percentage. An investor who reads only Vietnam's WTO schedule may be reading the wrong document for their own situation.

Constraint two: someone has to live here

This one applies to every company in Vietnam, in every sector, in every form. It is not an investment rule at all.

Article 12.3 of the Law on Enterprises is unambiguous: an enterprise shall have at least one legal representative residing in Vietnam.

1. 1
   The company appoints at least one legal representative residing in VietnamA company may appoint more than one, with the charter dividing their powers
2. 2
   If the charter is silent, each of them can bind the companyEvery legal representative holds full authority toward third parties
3. 3
   The resident representative leaves VietnamThey must authorise another Vietnamese resident in writing to act in their place
4. 4
   The person delegating stays responsibleThe authorising representative remains answerable for how the authorised person performs

For a founder who will not relocate, there are three honest options and each has a cost.

• Relocate one founder or senior employee, which solves the identity problem at the same time and is the cleanest answer.
• Appoint a trusted Vietnamese resident, accepting that this person can bind the company unless the charter carefully divides powers.
• Use a professional nominee arrangement, which is common, is priced accordingly, and concentrates real authority in a service provider.

The second option is where structures go wrong. A legal representative with undefined powers has full authority toward third parties, so the charter drafting is the control, not the trust.

Constraint three: the identity chain

Solving the resident representative on paper is no longer sufficient, because Vietnam moved its administrative interfaces behind a digital identity.

• Companies need an organisational electronic identification account for the national public service portal.
• That account requires the legal representative to already hold a verified level 2 personal account.
• A foreign national needs a temporary or permanent residence card to reach level 2.
• The fallback was removed on 1 June 2026, when token and electronic signature login was withdrawn with no transition period.

The practical effect is that a legal representative who is a foreign national needs a residence card, and a legal representative who is a Vietnamese resident does not. That single fact pushes many structures toward a local appointment for reasons that have nothing to do with ownership.

The process and its timings are covered in how to register a company in Vietnam.

Where the three constraints meet: the capital figure

Follow the requirements backwards and they converge on a number that appears in none of them.

To file online, the company needs an organisational identity account. To get one, the legal representative needs a verified level 2 personal account. For a foreign national, that needs a residence card. And a residence card, on the investor route, depends on how much capital was registered.

The line that matters is between DT4 and DT3.

• Below VND 3 billion, roughly USD 115,000, there is no residence card at all. The investor renews a twelve month visa each year.
• At VND 3 billion or above, the investor reaches the residence card track, and with it the level 2 identity account.
• The employment route is the alternative, where the representative holds a work permit and obtains a residence card through it rather than through capital.
• The two routes are genuinely different, and which one applies depends on whether your resident officer is an investor or an employee.

So the Law on Enterprises sets no minimum charter capital, and that remains true. But a foreign founder who intends to be the company's own resident legal representative, through the investor route, is looking at a practical floor of VND 3 billion to get the credential the filing systems now require.

That is not a rule anyone published. It is what happens when three separate rules are read together, and it is worth testing against your own facts before you register a capital figure.

What a non-resident can still do without any of this

• Own 100% of the company in an unrestricted sector, from abroad, as an individual or a corporate shareholder.
• Hold the shareholding personally without residing in Vietnam or holding any visa.
• Fund the charter capital from abroad through the designated capital account.
• Appoint and remove the legal representative, which is a shareholder decision.
• Incorporate before the investment certificate in a light service business, then use the twelve month window.
• Sell or transfer the shareholding, subject to the same sector conditions that governed the original entry.

Ownership and management are separable in Vietnam. The residence requirements attach to the management role, not to the shares. That separation is the reason most non resident structures work at all, and it is also the reason the choice of representative deserves more attention than it usually gets.