Ministry clarifies proposal to ease conditions for foreign investors
The Ministry of Finance (MoF) is seeking comments on a draft amendment to the Investment Law, which proposes easing market access conditions for foreign investors.
The Ministry of Finance (MoF) is seeking comments on a draft amendment to the Investment Law, which proposes easing market access conditions for foreign investors.
During the consultation process, the proposal has received feedback from various ministries, agencies and businesses. Many have suggested that consideration be given to regulations governing sectors in which foreign investors would be permitted to own up to 100% of charter capital.
The State Bank of Vietnam (SBV) said that allowing 100% foreign ownership in sectors such as financial services, accounting, auditing and travel agency services would mean that foreign capital inflows and outflows would be larger and more sensitive to global interest rate and exchange rate movements, thereby increasing the risk of capital-flow reversals.
In response, the MoF said that, among the 91 conditional market-access sectors and subsectors, 10 currently only require the establishment of a joint venture but do not impose any foreign ownership cap. This means foreign investors are already entitled to own up to 99.9% of charter capital in these sectors.
Therefore, removing the joint-venture requirement would not materially change the scale of foreign capital flows into these sectors. Instead, it would primarily remove barriers to market access and reduce compliance costs, in line with the tasks set out in the Politburo's Resolution No. 10-NQ/TW and the Prime Minister's Decision No. 2014/QD-TTg dated September 12, 2026.
According to the Ministry of Finance, Clause 3a of Article 8 of the revised draft has also been amended to establish a general principle.
It stipulates: “Based on socio-economic conditions and State management requirements in each period, the Government shall consider and decide on the relaxation of market access conditions in sectors and industries subject to restricted market access for foreign investors as provided for in laws and resolutions of the National Assembly, ordinances and resolutions of the Standing Committee of the National Assembly, Government decrees and international investment treaties, ensuring publicity, transparency, consistent application and non-discrimination among investors.”
Compared with the first draft, the MoF has therefore removed the provision specifying “100% foreign ownership” of foreign investors.
For sectors in the finance and banking fields, the MoF said that any consideration of easing market access conditions, if applicable, must involve consultation with the SBV in its capacity as the sectoral regulator. It must also be subject to a comprehensive impact assessment, including its potential effects on the scale and structure of capital flows and on financial-system safety.
The ministry has asked the SBV to coordinate during the drafting of the detailed implementing decree.
Safeguards to prevent discretionary application
Commenting on the draft amended law, the Ministry of Industry and Trade proposed adding principles and criteria to prevent discretionary application of the provisions.
The Vietnam Association of Foreign-Invested Enterprises (VAFIE) also proposed making it clear that the Government may only make decisions based on a published list of sectors and a set of criteria. Any decision should clearly state its legal basis, scope, duration and conditions, and should be published on the National Single Window for Investment and subject to periodic review.
According to VAFIE, such a mechanism would allow Vietnam to pursue selective market opening while eliminating the potential for a “request-and-grant” mechanism.
The MoF said that, following revisions, Clause 3a of Article 8 of the draft law no longer refers to the concepts of “strategic investment projects with major impacts on socio-economic development” or “other projects.”
Instead, the relaxation of market access conditions would be determined on a sector-by-sector basis, regardless of whether a project is identified as strategic.
According to the ministry, the revised draft has established multiple layers of safeguards to eliminate the risk of discretionary application.
The draft law dossier has now been submitted to the Ministry of Justice for appraisal.
Source: Do Men
Photo: Illustrative image
