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List of FDI business sectors restricted or requiring special conditions in Vietnam (2025)

Date: 2025.11.05

List of FDI business sectors restricted or requiring special conditions (2025)

Vietnam is a country open to foreign investment. However, certain sectors remain restricted or subject to special conditions for foreign investors in order to ensure national security, social order, and the protection of public interests.

This article compiles the updated list (as of 2025) from the Law on Investment 2020, Decree 31/2021/ND-CP, and related legal documents. It is designed to help investors – especially Japanese enterprises – clearly understand which business sectors require special attention before making an investment decision.

Source: Thu vien Phap luat

1. Classification of restricted or conditional FDI sectors

Under Vietnamese law, sectors affecting foreign investors are classified into three groups:

Group Description
Prohibited Sectors Foreign investors are not permitted to participate
Conditional Sectors Investment is allowed but must meet specific condition
Sectors with Foreign Ownership Limits Restricted to a maximu

2. Sectors prohibited for foreign investors (Article 6, Law on Investment 2020)

– Trading in narcotics, banned chemicals, and toxic substances

– Trading in rare and endangered wild fauna and flora

– Prostitution, human trafficking, and businesses harmful to social morality

– Trade or transportation of human organs and body parts

– Debt collection services (completely banned since 2021)

Foreign investors are absolutely prohibited from engaging in these industries under any form.

3. FDI sectors requiring special Conditions

Foreign investors are allowed to invest but must comply with one or more of the following conditions:

– Ownership ratio limits
– Mandatory joint venture with a domestic partner
– Requirement for sub-licenses from competent authorities
– Conditions on nationality, experience, or legal capital

Common sectors requiring conditions (as of 2025):

SectorSpecific Requirements
Retail TradeRestrictions on locations and product categories; must obtain a Business License
Education & TrainingRequires joint venture; maximum operating term of 50 years; minimum facilities standards
LogisticsCertain services capped at ≤49% foreign ownership; requires transport licenses
Advertising ServicesMust operate through a Vietnamese partner; cannot independently manage content
Telecommunications with InfrastructureMaximum 49% foreign capital contribution
Real Estate (land subdivision sales)FDI enterprises not allowed to sell plots directly; only permitted to lease land for development
Publishing, Press & BroadcastingStrictly restricted or only allowed via joint ventures with content control

4. List of sectors with conditional foreign investment (Appendix I – Decree 31/2021/ND-CP)

Currently, Vietnam regulates 121 sectors subject to conditions for foreign investors. Key groups include:

– National security and defense
– Healthcare, pharmaceuticals, and medical services
– Finance, banking, and insurance
– Culture, arts, and entertainment
– Infrastructure construction and natural resource exploitation
– Internet, digital media, and online advertising

👉 Investors must carefully review the sector list along with commitments under CPTPP, EVFTA, and WTO to identify applicable limits and conditions.

Special notes for Japanese enterprises

Japan and Vietnam share multiple bilateral and multilateral commitments (CPTPP, VJEPA), offering Japanese investors preferential treatment and greater flexibility in certain industries.

However, investors must still obtain prior approval and clearly specify ownership ratios, operating models, and detailed business activities in their investment applications.

Working with a local consulting partner knowledgeable about Vietnamese legal frameworks will help avoid mistakes, save time, and reduce costs.

Help All – Comprehensive support for FDI investors

We provide professional services including:
– Consulting on suitable investment sectors
– Preparing IRC, ERC, and required sub-licenses
– Guidance on conditional sector applications
– Full-service bookkeeping and HR support after establishment

Latest Update (Effective from September 3, 2025)

The Vietnamese Government has issued Decree No. 239/2025/NĐ-CP, amending Decree No. 31/2021/NĐ-CP, to update the list of restricted and conditional business sectors for foreign investors (FDI):

– Removed two sectors from the “market access prohibited ”list and moved them to “conditional access”:
+ Production and trading of weapons, explosives, and supporting tools.
+ Production and trading of military materials, equipment, and specialized products for the armed forces.

Added new sectors eligible for investment incentives in digital technology, AI, semiconductors, and data centers, including digital product manufacturing, digital infrastructure, and digital transformation training.

– Under Law No. 90/2025/QH15, two new conditional business sectors were added:
+ Services related to crypto assets.
+ Personal data processing services.
At the same time, urban railway business was removed from the list.

These updates reflect Vietnam’s direction toward expanding FDI in high-tech industries, in line with the National Digital Transformation Strategy 2025–2030.

👉 Effective from September 3, 2025 – Decree No. 239/2025/NĐ-CP & Law No. 90/2025/QH15

Conclusion

Understanding restricted or conditional sectors is the first essential step to ensuring compliant and strategic investment in Vietnam. Don’t let legal barriers hinder your international business vision – let Help All accompany you with in-depth support at every step of your investment journey.