Investment Law · 03.01.2025

Blue Chip Stocks in Vietnam: the Foreign Ownership Rules Before You Buy

Investors screening Vietnamese blue chips usually start with the numbers. The question that decides whether the trade is even open to them is a legal one: what proportion of this company may a foreign investor hold, and does the purchase have to be registered before it happens? T…

Lawyer UnilawReading time: 6 min

By Lawyer Luu Thi Hue – UniLaw LLC

This note sets out the legal filter a foreign investor should run before taking a stake in a Vietnamese company. It is written from Vietnamese law — principally the Law on Investment No. 143/2025/QH15, in force from 1 March 2026 (Article 7 and the conditional-sector list in Appendix IV from 1 July 2026) — and does not deal with the securities law of any other country.

Scope note. Two different bodies of rules are in play. For shares bought on the listed market, the available foreign room and the trading mechanics (trading code, custody, order routing, the licensing of the securities company you deal through) are set by Vietnamese securities regulation, which this note does not cover. For a stake taken directly in a Vietnamese company — a negotiated purchase, a capital increase, a pre-IPO holding, or a block acquired from an existing shareholder — the tests below are the ones that apply.

Step one: is the sector open at all

Article 8 of Law No. 143/2025 starts from national treatment: a foreign investor is subject to the same market-access conditions as a domestic investor, except where a restriction applies. The Government publishes a list of sectors with restricted market access for foreign investors, and that list has two tiers:

sectors not yet open to foreign investors; and
sectors open subject to conditions.

Where a sector is conditional, Article 8.3 says the condition can take any of several forms, and this is the part investors most often miss — it is not only about a percentage:

the share of charter capital a foreign investor may hold;
the permitted form of investment;
the permitted scope of the investment activity;
requirements as to the investor’s own capacity, or as to the local partner;
any other condition set by statute, National Assembly resolution, ordinance, government decree, or a treaty Vietnam is party to.

Because treaties feed directly into that list, the answer can differ according to where the investor is from. A target that looks like a single-sector business often turns out to be registered for several lines of business, and it is the most restricted of them that governs.

Step two: does the purchase have to be registered first

Article 21.1 gives every investor the right to contribute capital or buy shares or a capital contribution. For a foreign investor, Article 21.2 adds three gates: the market-access conditions in Article 8; the defence and security requirements; and the land-law conditions on receiving land use rights, including land on islands and in border or coastal communes, wards and special zones.

Article 21.3 then sets out when the transaction must be registered before the member or shareholder register changes:

where the purchase increases foreign ownership in a company operating in a sector with conditional market access;
where it results in foreign investors holding more than 50% of charter capital — both when the holding crosses 50% from at or below it, and when an already-above-50% holding is increased further;
where the target holds a land use right certificate on an island, in a border or coastal commune, ward or special zone, or in another area affecting defence and security.

Registering afterwards is not an option in those cases: the sequence is part of the rule. Getting it wrong can leave the share transfer unrecordable.

Why the 50% line matters after closing

The 50% threshold is not only a filing trigger. Under Article 20.1, a company in which foreign investors hold more than 50% of charter capital — or, for a partnership, where most general partners are foreign individuals — must itself follow the foreign-investor conditions and procedures when it later invests in another company or carries out another project. The same applies where such a company holds more than 50% of the company doing the investing.

Below that line, Article 20.2 treats the company as a domestic investor for those purposes. So the difference between 49% and 51% changes how every downstream acquisition by the target will be processed for as long as the holding lasts. Article 20.3 is the useful counterpart: an existing foreign-invested company with a new project carries out the project procedures without having to set up a new entity.

Getting money out again

Article 11 guarantees that, once Vietnamese financial obligations have been met, a foreign investor may transfer abroad its invested capital and liquidation proceeds, income from the investment, and other money and assets it lawfully owns. The condition to plan for is the one in the opening words — the tax position has to be settled first, which is why exit timing and tax review belong in the same conversation.

If the investment goes wrong

Article 13 requires negotiation and conciliation first, and then separates the routes by who is in dispute with whom:

between domestic investors or foreign-invested companies, or between them and a competent state authority: Vietnamese arbitration or the Vietnamese courts (Article 13.2);
between investors where at least one is foreign: a Vietnamese court, Vietnamese arbitration, foreign arbitration, international arbitration, or an arbitral tribunal the parties establish themselves (Article 13.3);
between a foreign investor and a state authority: Vietnamese arbitration or the Vietnamese courts, unless a contract or a treaty Vietnam is party to provides otherwise (Article 13.4).

The exception in Article 13.4 is worth identifying before signing, not after a dispute arises, because it depends on the investor’s nationality and on the wording of the instrument.

One more thing worth checking on entry

Article 12 protects an investor against a later reduction in investment incentives: a new instrument granting higher incentives applies for the remaining incentive period, and a new instrument granting lower ones does not displace the incentives already enjoyed — except where the change is made for defence, national security, public order, social morality, community health or environmental protection. Where that exception applies, Article 12.4 allows the loss to be deducted from taxable income, the project’s objectives to be adjusted, or support to be given, and Article 12.5 requires a written request within three years of the new instrument taking effect. That deadline is easy to miss.

The practical order of work

Pull the target’s registered lines of business and test each against the restricted market-access list.
Work out the post-closing foreign ownership percentage, and check it against both the sector cap and the 50% line.
Decide whether Article 21.3 registration is required, and build it into the timetable before signing.
Check whether the target holds land in a restricted area.
Settle the dispute-resolution clause with Article 13 in front of you.
Model the exit and the tax that has to be cleared before repatriation.

This note is general and reflects Law No. 143/2025/QH15 as at the date of writing; it is not advice on a particular transaction, and the listed-market rules referred to above sit under separate securities regulation.