Investment Law · 03.01.2025

FDI in Vietnam by Country: Where Nationality Actually Changes the Law

Vietnam’s inbound investment is usually discussed country by country — Korea, Singapore, Japan, China, Taiwan, the United States. The tables are easy to find. The question they do not answer is the one investors actually need settled: does it make any legal difference which count…

Lawyer UnilawReading time: 5 min

By Lawyer Luu Thi Hue – UniLaw LLC

Mostly it does not. Vietnamese investment procedure is the same whoever the investor is. But there are three specific points where nationality changes the answer, and they are worth knowing before a structure is chosen. The framework below is 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).

What is the same for every source country

Article 8.1 begins from national treatment: a foreign investor is subject to the same market-access conditions as a domestic investor, except where a restriction applies. Beyond that, the machinery does not vary by nationality:

the forms of investment in Article 18 — establishing an entity, contributing capital or buying shares or a capital contribution, carrying out a project, or a business cooperation contract;
the requirement in Article 19.2 that a foreign investor establishing an entity to carry out a project meets the Article 8 market-access conditions;
the registration triggers in Article 21.3 for a capital contribution or share purchase;
the more-than-50% rule in Article 20.1, under which a company majority-held by foreign investors must itself follow foreign-investor procedures when it invests further;
the guarantee in Article 11 that invested capital, liquidation proceeds, investment income and other lawfully owned assets may be transferred abroad once Vietnamese financial obligations have been met.

So a Korean and a US investor buying the same stake in the same Vietnamese company follow the same procedure, on the same timetable, with the same filings.

Point one: treaties feed into the market-access list

Article 8.2 says the Government publishes the list of sectors with restricted market access for foreign investors on the basis of statutes, National Assembly and Standing Committee instruments, government decrees and the treaties Vietnam is party to. The list separates sectors not yet open from sectors open subject to conditions.

That is the first place nationality bites. Because commitments differ between agreements, the ceiling or the permitted form of investment in a given sector can differ according to where the investor is established — and Article 8.3 makes clear the condition may be a capital share, a form of investment, a scope of activity, a capacity requirement, a local-partner requirement, or something else again. Reading the list without reading the applicable commitment gives an incomplete answer.

This is also why the country of the ultimate parent and the country of the contracting entity are not interchangeable. Where a group holds through a third jurisdiction, the question of which commitment applies has to be asked deliberately.

Point two: the dispute-resolution route can differ

Article 13 requires negotiation and conciliation first, then splits the forum by the parties:

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 (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 at the end of Article 13.4 is the second place nationality matters, and it matters most in exactly the situation an investor cannot plan around later — a dispute with the state. Whether that exception is available depends on the instrument and on where the investor is from, so it should be established at the structuring stage.

Point three: sector restrictions are not the only screen

Two further conditions in Article 21.2 apply to a foreign investor contributing capital or buying shares, independently of the sector list: 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 makes a target holding a land use right certificate in such an area a registration trigger in its own right.

These screens are about the target and the location, not about the investor’s nationality — but in practice they are where investment from some source countries meets more scrutiny than the sector list alone would suggest, and they are worth testing early where the target holds land.

What the country tables are actually useful for

Rankings by source country tell you where advisers, lenders, contractors and industrial-park tenants are concentrated, and which sectors a given investor community has already proved it can operate in Vietnam. They are a commercial signal. They are not a legal shortcut: the registered lines of business of the specific target, the applicable commitment, and the post-closing ownership percentage decide what is possible.

Investment incentives are likewise not allocated by nationality. Article 14 and Article 15 tie them to the sector and the location of the project, and Article 12 protects incentives already being enjoyed against a later reduction — with a written request required within three years of the new instrument taking effect where the defence, security, public order, social morality, community health or environment exception applies.

Questions to settle before choosing the holding jurisdiction

Which of the target’s registered lines of business appear on the restricted market-access list, and at what tier?
Which commitment applies to the entity that will actually contract, as opposed to the ultimate parent?
Does the post-closing percentage cross the sector cap, or the 50% line in Article 20.1?
Is Article 21.3 registration required before the shareholder register changes?
Does the target hold land in a restricted area?
Is the Article 13.4 exception available, and does the intended dispute clause rely on it?

This note is general and reflects Law No. 143/2025/QH15 as at the date of writing. It is not advice on a particular structure, and the applicable treaty commitment must be checked case by case.