This journey assumes
- The Chinese parent is a provincially registered manufacturer (not a centrally administered state-owned enterprise) and its Chinese investment amount is below USD 300 million.
- The Vietnamese company will be wholly owned by the Chinese parent, located in an industrial park, and will make goods for export and possibly for the Vietnamese market.
- The products are not in a sector that Viet Nam restricts for foreign investors or that China treats as sensitive for outbound investment; both must be confirmed.
- Rules are stated as at 19 October 2026, under Viet Nam's Law on Investment 2025 (in force from 1 March 2026) and Corporate Income Tax Law (in force from 1 October 2025). NDRC draft outbound investment measures published in August 2026 are not yet in force.
If any assumption is wrong for your business, the conclusions change. Ask WONE Global to re-run the analysis with your facts.
Both sides of the border, issue by issue
Each row is one part of the work. The left and right columns show what each country's rules require, so you can see where one side's decision constrains the other.
Clearing China's outbound rules and registering the project in Viet Nam
The Chinese parent files the investment with the development and reform and commerce authorities and registers it with its bank for foreign exchange before funding Viet Nam. In Viet Nam, a wholly foreign-owned project needs an Investment Registration Certificate, and the company itself is registered as an economic organisation; the Law on Investment 2025 gives foreign investors the same market access as domestic investors outside listed restricted lines.
- The factory is an outbound investment under NDRC Order No. 11: a local enterprise investing below USD 300 million in a non-sensitive country and sector files with its provincial development and reform department.1
- The parent registers with its provincial commerce department and receives an Enterprise Overseas Investment Certificate, which lapses if the investment is not implemented within two years.23
- Foreign exchange registration is handled by the parent's bank, and accumulated equity must be reported each year by 30 September through SAFE's system.45
- Draft NDRC measures published in August 2026 would add a national security review and a report on significant preliminary work before signing where the Chinese investment exceeds USD 100 million.6
- Under the Law on Investment 2025, in force from 1 March 2026, foreign investors have the same market access as domestic investors except for lines on the Government's list of lines not yet open or open only on conditions.7
- A foreign investor's project needs an Investment Registration Certificate, issued by the industrial park management board or the provincial authority depending on location.8
- A foreign investor may establish the company before completing project procedures if it meets the market access conditions, which can help with early hiring and leases.9
Structure, location and incentives
Most foreign manufacturers set up a wholly owned company, though Vietnamese law also allows capital contribution into an existing company, a direct investment project or a business cooperation contract. Location and product decide which incentives are available, so incentives should be confirmed in the investment registration rather than assumed.
- Each Vietnamese entity, and any later capital increase, is itself an outbound investment, so placing an intermediate holding company in Hong Kong or elsewhere does not remove the need for Chinese filings.13
- Dividends from Viet Nam are taxed in China at the standard 25% rate, with treaty credit for Vietnamese tax, including underlying corporate tax where the parent holds at least 10%.1011
- The Law on Investment recognises five investment forms, including establishing an economic organisation, contributing capital or buying shares, and business cooperation contracts.12
- Incentives for prioritised lines and locations can include corporate income tax, import duty, land levy and depreciation incentives.13
- Conditions for conditional business lines can only be set by laws, National Assembly resolutions or Government decrees and must be published on the National Business Registration Portal, which makes them checkable before applying.14
Tax on both sides and the China-Viet Nam treaty
The Vietnamese company pays corporate income tax at 20% unless incentives apply, charges VAT at 10% as standard, and may fall under Viet Nam's qualified domestic minimum top-up tax if the group is large enough. The China-Viet Nam treaty caps tax on dividends, interest and royalties at 10% and, since the MLI applies to it, may carry anti-abuse rules. China taxes the parent at 25% with a credit for Vietnamese tax.
- China credits Vietnamese tax against Chinese tax on the same income, including an underlying credit for a parent holding at least 10%.1110
- Chinese engineers building or commissioning the plant can create a Vietnamese permanent establishment for the parent if the project lasts more than six months, or if services exceed six months in any 12-month period.15
- The MLI applies to the China-Viet Nam treaty, so treaty benefits should be checked against any anti-abuse provisions it adds.16
- Corporate income tax is 20% as standard under the Corporate Income Tax Law in force since 1 October 2025, and VAT is 10% as standard. The annual return and audited accounts are due by the end of the third month after year end.171819
- The treaty caps Vietnamese tax on dividends, interest and royalties paid to the Chinese parent at 10%.20
- Viet Nam applies a qualified domestic minimum top-up tax for in-scope multinational groups, which can reduce the value of tax holidays; related-party pricing with the parent is caught at 25% ownership and deductible interest is capped at 30% of EBITDA.2122
Machinery, components and export origin
China and Viet Nam are both in RCEP and the ASEAN-China free trade area, which can reduce duty on components moving from China and on goods traded within the region if origin rules are met. Exported goods need origin that stands up to scrutiny in the destination market; this depends on the processing done in Viet Nam.
- Exports of machinery or technology that are controlled items under China's Export Control Law need a licence before shipment to Viet Nam.23
- RCEP has been in force for both China and Viet Nam since 1 January 2022, so Chinese-origin components may qualify for preferential rates if the rules of origin are met.24
- Both countries are RCEP parties, and preferential treatment depends on product-specific rules of origin and proof of origin.24
- ASEAN and China signed an upgrade of the ASEAN-China Free Trade Area (ACFTA 3.0) in October 2025; whether ACFTA or RCEP gives the better rate and origin rule must be checked product by product.25
- An amended Law on Quality of Products and Goods in force from 1 January 2026 introduced risk-based quality management for products placed on the Vietnamese market.26
Work permits, wages and social insurance
Chinese managers and technicians need Vietnamese work permits, now issued by provincial People's Committees, unless an exemption such as intra-corporate transfer applies. Wages must meet regional minimums, and social insurance obligations for foreign employees should be confirmed. No China-Viet Nam social security agreement was found.
- Staff kept on Chinese payroll stay within China's five social insurance schemes; no China-Viet Nam social security agreement was confirmed, so contributions may arise in both countries.27
- Seconded staff costs recharged to the Vietnamese company are related-party transactions that need transfer pricing support in Viet Nam.22
- Since 7 August 2025 provincial People's Committees issue work permits for foreigners and must decide within ten working days of a valid dossier; 15 categories, including certain owners, board members and intra-corporate transferees, are exempt.2829
- From 1 January 2026 monthly regional minimum wages range from VND 3,700,000 (Region IV) to VND 5,310,000 (Region I), so the factory's location affects labour cost floors.30
Capital, repatriation and disputes
Viet Nam allows foreign investors to remit capital and profits abroad once their Vietnamese obligations are met. On the Chinese side, capital flows go through the registering bank, and trade payments need supporting contracts and invoices. Contracts with Vietnamese partners can choose foreign or international arbitration where one party is a foreign investor.
- Capital contributions are capital account flows handled by the registering bank, while payments for machinery and components are current account items supported by contracts, invoices and tax documents.43132
- Profits remitted to China must be reflected in the annual SAFE equity report.5
- After meeting their financial obligations to Viet Nam, foreign investors may transfer abroad their capital, profits and other lawful income.33
- Disputes between investors where at least one is a foreign investor can be resolved by Vietnamese courts or arbitration, foreign or international arbitration, or another agreed tribunal.34
Structures to consider
These are the structures businesses commonly weigh, not a recommendation. The right one depends on the facts listed under "What we need from you".
What has to happen first
- ChinaBoard of the Chinese parent approves the project, budget and structure; confirm the product and Viet Nam are not sensitive under China's outbound investment lists.
- VietnamShortlist industrial parks, check market access and conditional business line conditions for the product, and identify the incentives available for the line and location.After step 1
- ChinaComplete the development and reform filing and the commerce department registration, and obtain the Enterprise Overseas Investment Certificate.After step 1, 2
- VietnamApply for the Investment Registration Certificate with the industrial park management board or provincial authority, recording the incentives the project relies on.After step 2
- VietnamRegister the Vietnamese company and open its bank accounts.After step 4
- Both sidesComplete foreign exchange registration with the parent's bank and contribute charter capital.After step 3, 5
- Both sidesPlan machinery imports: Chinese export control checks, Vietnamese duty treatment and any import duty incentives for fixed assets.After step 4
- VietnamApply for work permits or exemption confirmations for Chinese managers and technicians, and register staff for social insurance.After step 5
- Both sidesPut intercompany agreements (machinery and component supply, technology licence, technical services, secondments) in place with transfer pricing support on both sides, and track engineers' days on site.After step 5, 6
- Both sidesMap supply chains against RCEP and ASEAN-China rules of origin and the requirements of export markets before production starts.After step 7
- VietnamStart production and sales; register for VAT and set up quarterly provisional corporate tax payments.After step 8, 9, 10
- Both sidesOngoing: Vietnamese annual return and audited accounts within three months of year end, minimum tax filings if in scope, annual SAFE equity report by 30 September, and outbound investment updates for changes.After step 11
What we need from you before anyone can advise
- The products and HS codes, and whether any are restricted or conditional lines in Viet Nam or controlled exports from China.
- Preferred province or industrial park and the incentives offered for that location and product.
- Main export markets and the share of Chinese-origin components, for origin planning.
- Total investment, the Chinese investment amount and the parent's ownership type.
- Group consolidated revenue, for Viet Nam's minimum top-up tax and transfer pricing documentation.
- Number of Chinese staff, their roles and how long they will stay.
- Whether intellectual property will be licensed from China or transferred to Viet Nam.
What this guide does not yet confirm
These points need checking with a qualified local professional before you rely on them.
- Vietnamese withholding (foreign contractor tax) rates on dividends, interest, royalties and service fees paid to the Chinese parent were not source-checked (PwC page rate limited); only the treaty caps are cited.
- Corporate income tax incentive rates and holidays for new manufacturing projects under the Corporate Income Tax Law 2025, and import duty exemptions for fixed assets, were not source-checked.
- Compulsory social insurance for foreign employees under the Social Insurance Law 2024 was not source-checked (page rate limited).
- The ACFTA 3.0 upgrade protocol could not yet be checked; its ratification status and changes to rules of origin were not confirmed.
- The official text of the China-Viet Nam tax treaty could not yet be checked on the State Taxation Administration or Viet Nam Ministry of Finance site; rates, permanent establishment and credit articles rely on a secondary copy.
- Which MLI provisions modify the China-Viet Nam treaty, and from when, was not confirmed.
- The official NDRC text of Order No. 11 and the MOFCOM Chinese text of Decree No. 3 could not yet be checked; both rely on secondary sources.
- Whether a China-Viet Nam social security agreement exists was not confirmed.
- The China-Viet Nam bilateral investment treaty status could not be checked (UNCTAD treaty database rate limited).
- Land lease terms in industrial parks, environmental impact assessment requirements and construction permits were not researched.
- State Bank of Viet Nam rules on direct investment capital accounts and profit remittance procedures were not source-checked.
Brief for your advisers
Questions to put to your advisers in each country. Copy them, or download them as a text file to send with your requirement.
- Chinese outbound adviser: does our Viet Nam project need provincial filing or NDRC approval, and will the August 2026 draft NDRC measures change timing for our investment size?
- Vietnamese investment adviser: which authority issues our Investment Registration Certificate, and which incentives can be written into it for our product and location?
- Tax advisers on both sides: what Vietnamese tax applies to dividends, interest, royalties and service fees paid to the Chinese parent, and how does the treaty and MLI apply?
- Vietnamese tax adviser: are we in scope for the qualified domestic minimum top-up tax, and how does that interact with any tax holiday?
- Chinese tax adviser: how will dividends from Viet Nam and Vietnamese tax paid be credited in China?
- Customs and origin adviser: do our products meet RCEP or ASEAN-China origin rules, and what origin evidence will our export markets accept?
- Employment adviser: which of our Chinese staff are exempt from work permits, and what social insurance applies to them in Viet Nam?
- Banking adviser: how do we set up the capital account and remit profits from Viet Nam in practice?
Who can help, on each side
China
- Licences, permits and regulators · Arranged by WONE Global on request
- Setting up and running a company · Arranged by WONE Global on request
- Payments and currency · Arranged by WONE Global on request
- Tax and structuring · Arranged by WONE Global on request
- Accounting and annual filings · Arranged by WONE Global on request
- Customs, trade and export controls · Arranged by WONE Global on request
- Employment, payroll and immigration · Arranged by WONE Global on request
- Banking and capital · Arranged by WONE Global on request
- Disputes and arbitration · Arranged by WONE Global on request
Vietnam
- Licences, permits and regulators · Arranged by WONE Global on request
- Setting up and running a company · Led by Le Quoc Duy
- Payments and currency · Arranged by WONE Global on request
- Tax and structuring · Led by Chau Kim Hien
- Accounting and annual filings · Led by Chau Kim Hien
- Customs, trade and export controls · Arranged by WONE Global on request
- Employment, payroll and immigration · Arranged by WONE Global on request
- Banking and capital · Arranged by WONE Global on request
- Disputes and arbitration · Arranged by WONE Global on request
Sources and review status
Each statement is numbered to the source it was checked against. We use official sources where we can, and each statement says whether it was checked against an official or a secondary source. Sources last checked on 19 October 2026. None of it has been professionally reviewed yet: it is research checked against official and secondary sources by WONE Global, not legal or tax advice.
Under NDRC Order No. 11, outbound investments involving sensitive countries, regions or sectors need NDRC approval before implementation, and other outbound investments are filed; a local enterprise files with its provincial development and reform department where the Chinese investment amount is below USD 300 million, and with the NDRC where it is USD 300 million or more or the investor is a centrally administered enterprise. Chinese enterprises investing abroad directly or through offshore entities they control. Order No. 11 has been the main NDRC regulation since March 2018. Whether Viet Nam or the sector is sensitive must be checked against the current sensitive lists.
Secondary source: the official NDRC text of Order No. 11 could not yet be checked.
Under MOFCOM's Administrative Measures on Outbound Investment (Decree No. 3 of 2014), outbound investment in sensitive countries, regions and industries needs approval, other investment is registered, local enterprises register with the provincial commerce department, and an Enterprise Overseas Investment Certificate is issued. Chinese enterprises establishing or acquiring enterprises abroad; central state-owned enterprises register with MOFCOM itself. Effective 6 October 2014.
Unofficial English translation; the MOFCOM Chinese text could not yet be checked. Whether these measures have since been amended was not confirmed.
An Enterprise Overseas Investment Certificate lapses automatically if the overseas investment is not implemented within two years of the certificate date, and changes to certified details or termination of the investment must be reported to the commerce authority. MOFCOM Decree No. 3 of 2014, Articles 15 to 17.
Unofficial English translation; the MOFCOM Chinese text could not yet be checked.
Since 1 June 2015 SAFE no longer approves foreign exchange registration for outbound direct investment; banks directly review and handle the registration, with SAFE supervising indirectly through the banks. SAFE Circular Huifa No. 13 [2015], Article I. The English translation on the SAFE site is for reference; the Chinese text prevails.
Entities with direct investment must report their accumulated equity data as at the end of the previous year through SAFE's capital account information system by 30 September each year, and banks may not process capital account transactions for an entity that fails to report until it reports and explains. SAFE Circular Huifa No. 13 [2015], Article II(III), replacing the former annual inspection.
On 21 August 2026 the NDRC released draft revised outbound investment measures for consultation until 20 September 2026; the draft keeps the approval and filing framework but would require all offshore reinvestments to be reported at least 20 working days before implementation, add a national security review, and require a report on significant preliminary work at least 10 working days before signing where the Chinese investment exceeds USD 100 million. Draft only, not in force as at 19 October 2026; final text and effective date not yet published.
Secondary source summarising a draft; check the final measures when issued.
The Law on Investment No. 143/2025/QH15 took effect on 1 March 2026 and gives foreign investors the same market access as domestic investors except for business lines on the Government's list of lines not yet open or open only on conditions. Article 7 and Appendix IV (conditional business lines) took effect on 1 July 2026. Restrictions may concern foreign ownership percentage, investment method, scope and partners (Article 8.3).
English text of Law No. 143/2025/QH15 published on the Government news portal; the Vietnamese text is authoritative.
Foreign investors' investment projects require an Investment Registration Certificate, as do projects of economic organisations in which foreign investors hold more than 50% of charter capital. Domestic investors generally do not need a certificate. The issuing authority depends on location: industrial park management boards, provincial finance departments or the central authority for multi-province projects (Article 27).
English text of Law No. 143/2025/QH15 published on the Government news portal; the Vietnamese text is authoritative.
Foreign investors may establish an economic organisation before completing investment project procedures, provided they meet the market access conditions for foreign investors. Law on Investment 2025, Article 19.2.
English text of Law No. 143/2025/QH15 published on the Government news portal; the Vietnamese text is authoritative.
The standard corporate income tax rate is 25 percent. Resident enterprises; reduced rates apply to qualifying small low-profit enterprises, high and new technology enterprises and encouraged enterprises in the western regions.
Secondary source (PwC, last reviewed 22 July 2026); State Taxation Administration page not fetched.
Under the China-Viet Nam treaty, China credits Vietnamese tax paid by a Chinese resident against the Chinese tax on that income, and where a Chinese company owns at least 10% of the Vietnamese company paying a dividend, the credit also takes into account Vietnamese tax paid by that company on its profits. Article 23(2). The credit cannot exceed the Chinese tax on that income.
Secondary copy of the treaty text; official text not yet checked.
The Law on Investment recognises five forms of investment: establishing an economic organisation, contributing capital or buying shares, executing an investment project, a business cooperation contract (BCC), and new forms prescribed by the Government; a BCC between a domestic and a foreign investor needs an Investment Registration Certificate. Articles 18 and 22.2.
English text of Law No. 143/2025/QH15 published on the Government news portal; the Vietnamese text is authoritative. Corrected after independent source check (round 3, 19 October 2026).
Investment incentives are available for prioritised business lines such as technology, green energy and education, in forms including corporate income tax, import duty, land levy and depreciation incentives. Special incentives apply to strategic projects meeting Government-set capital and disbursement thresholds (Article 17.2).
English text of Law No. 143/2025/QH15 published on the Government news portal; the Vietnamese text is authoritative.
Conditions for conditional business lines may be set only by laws, National Assembly resolutions or Government decrees, not by ministries or local authorities, and must be published on the National Business Registration Portal. Law on Investment 2025, Articles 7.2 and 7.7.
English text of Law No. 143/2025/QH15 published on the Government news portal; the Vietnamese text is authoritative.
Under the China-Viet Nam treaty a building site or construction, assembly or installation project creates a permanent establishment only if it lasts more than six months, and services including consultancy create one where they aggregate more than six months within any 12-month period. Article 5(3). Relevant to Chinese engineers sent to build, install and commission the factory.
Secondary copy of the treaty text; official text not yet checked.
The State Taxation Administration announced in December 2024 that the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent BEPS applies to China's tax treaty with Viet Nam. STA Announcement No. 13 of 2024 (16 December 2024); the start date for each provision follows Article 35 of the Convention and is not stated in the announcement.
Which MLI provisions modify the China-Viet Nam treaty (for example a principal purpose test) was not confirmed.
The headline corporate income tax rate is 20%. Reduced rates for small enterprises and higher rates for oil, gas and certain resources apply; a new CIT Law took effect on 1 October 2025.
Secondary source (PwC, last reviewed 23 September 2026) used because no official English tax authority page was opened.
The standard VAT rate is 10%. Reduced rates, exemptions and any temporary rate reductions apply to specified goods and services.
Secondary source (PwC, last reviewed 23 September 2026) used because no official English tax authority page was opened.
The annual CIT return and audited financial statements are due by the last day of the third month after the year end, and quarterly provisional CIT payments must total at least 80% of the year's liability. Calendar tax year unless a different year end is approved; provisional payments due by the 30th day of the following quarter.
Secondary source (PwC, last reviewed 23 September 2026) used because no official English tax authority page was opened.
The China-Viet Nam tax treaty, signed in Beijing on 17 May 1995, caps source-country tax at 10% of the gross amount of dividends, interest and royalties paid to a beneficial owner resident in the other country. Articles 10(2), 11(2) and 12(2). Applies to income for taxable years beginning on or after 1 January of the year after entry into force.
Secondary copy of the treaty text; the official text on the State Taxation Administration or Viet Nam Ministry of Finance site could not yet be checked. PwC's China withholding tax table (reviewed 22 July 2026) also shows 10% for dividends, interest and royalties.
Vietnam applies a qualified domestic minimum top-up tax and an income inclusion rule under a National Assembly resolution effective from 1 January 2024, with QDMTT returns and payment due 12 months after the fiscal year end. In-scope multinational groups under the OECD GloBE rules; IIR filing is due 18 months after the first in-scope year end, then 15 months. A transitional CbC safe harbour applies.
Secondary source (PwC, last reviewed 23 September 2026) used because no official English tax authority page was opened.
Under the transfer pricing rules, parties are related at 25% ownership and deductible interest is capped at 30% of EBITDA; Decree 255/2026 replaces Decree 132/2020 from 1 July 2026, applying from the 2026 tax period. Master file, local file and CbC report requirements apply, with exemptions below revenue thresholds not stated in the source. Whether the interest cap carries over under Decree 255 was not confirmed.
Secondary source (PwC, last reviewed 23 September 2026) used because no official English tax authority page was opened.
The Export Control Law was adopted on 17 October 2020 and took effect on 1 December 2020. Dual-use items, military products, nuclear and other controlled items.
NPC Observer is an independent tracker of National People's Congress legislation; used for adoption and effective dates because the official NPC page was not fetched. Confirm against the official Chinese text.
The Regional Comprehensive Economic Partnership entered into force on 1 January 2022 for Australia, Brunei Darussalam, Cambodia, China, Japan, Lao PDR, New Zealand, Singapore, Thailand and Viet Nam, and for the Republic of Korea on 1 February 2022. For the remaining signatories it enters into force 60 days after deposit of their instrument of ratification. Signed on 15 November 2020.
Singapore's trade ministry page (meti.gov.sg) lists the 15 participants as the ten ASEAN states plus Australia, China, Japan, the Republic of Korea and New Zealand; India is not among them.
ASEAN and China signed a protocol upgrading the ASEAN-China Free Trade Area (ACFTA 3.0) in October 2025. Applies between China and ASEAN members including Viet Nam once in force for the relevant parties; entry into force and coverage were not confirmed.
The MOIT page could not yet be checked; the statement rests on the search result title and on other October 2025 search results reporting the signing. Confirm the text, ratification status and rules of origin.
An amended Law on Quality of Products and Goods takes effect on 1 January 2026, introducing risk-based quality management. Products and goods placed on the Vietnamese market; a related amendment to the Law on Standards and Technical Regulations was adopted at the same session.
Employers must enrol employees in five social insurance schemes (pension, medical, work injury, unemployment and maternity) and contribute to the housing provident fund, and foreign nationals employed in China are also covered by social insurance. Where a bilateral social security agreement applies, it governs coverage of the foreign worker; contribution rates are set locally.
English reference page on the Shanghai government portal; content credited to the Ministry of Commerce (mofcom.gov.cn). National rule; local implementing rules can differ.
Since Decree No. 219/2025/ND-CP took effect on 7 August 2025, provincial People's Committees issue, extend and revoke work permits for foreigners and must decide within ten working days of a valid dossier. Employers must include a written request explaining the need for the foreign worker (Form No. 03).
Decree No. 219/2025/ND-CP lists 15 categories of foreign workers exempt from work permits, including certain company owners and board members and intra-corporate transferees. Exempt workers may still need confirmation or notification procedures, which were not confirmed.
From 1 January 2026, monthly regional minimum wages are VND 5,310,000 (Region I), VND 4,730,000 (Region II), VND 4,140,000 (Region III) and VND 3,700,000 (Region IV). Employees under labour contracts; Decree No. 293/2025/ND-CP. Hourly minimums are VND 25,500, 22,700, 20,000 and 17,800 respectively.
SAFE has relaxed the administration of certain capital-account items since the end of 2012, but capital-account transactions remain separately regulated. Capital-account items: changes in debt and equity from capital flows.
Secondary source.
Current-account payments may be remitted overseas when supported by proper contracts, invoices and tax payment or exemption certificates. Current-account items such as trade payments, service fees and dividends; banks review the documents.
Secondary source.
After meeting their financial obligations to Vietnam, foreign investors may transfer abroad their investment capital and proceeds, income from business activities and other lawfully owned money and assets. Law on Investment 2025, Article 11; foreign exchange regulations govern how transfers are made.
English text of Law No. 143/2025/QH15 published on the Government news portal; the Vietnamese text is authoritative.
Investment disputes between investors where at least one party is a foreign investor may be resolved by a Vietnamese court, Vietnamese arbitration, foreign arbitration, international arbitration or a tribunal agreed by the parties. Law on Investment 2025, Article 13.3.
English text of Law No. 143/2025/QH15 published on the Government news portal; the Vietnamese text is authoritative.
A foreign investor must register a capital contribution or share purchase before the change of members or shareholders if it increases foreign ownership in a business with conditional market access, takes foreign ownership above 50% of charter capital, or involves an entity holding land use rights in sensitive areas such as border or island communes. Law on Investment 2025, Article 21.3. All foreign acquisitions must also meet market access conditions (Article 21.2(a)).
English text of Law No. 143/2025/QH15 published on the Government news portal; the Vietnamese text is authoritative.
