How to Operate Conditional Investment and Business Sectors?

This English version is translated from the Vietnamese original. In case of any discrepancy, the Vietnamese version prevails.

What are conditional business sectors and trades?

According to Clause 1, Article 7 of the Law on Investment 2025 (No. 143/2025/QH15), these are sectors and trades in which enterprises or individuals must meet certain conditions before and throughout the business operation process:

"Conditional business sectors and trades are business sectors and trades on the territory of Vietnam in which the implementation of investment and business activities in such sectors and trades must meet necessary conditions for reasons of national defense, national security, public order, social safety, social morality, and community health."

The specific list is provided in Annex IV issued together with the Law on Investment 2025. Additionally, Resolution 66.17/2026/NQ-CP has issued a List of conditional business sectors and trades that have been reduced and amended, with the Annex attached to the Resolution. Enterprises need to consult both documents simultaneously to accurately determine whether the intended business sector is on the list.

Where are the conditions for conditional business investment and operations defined?

According to Clause 2, Article 7 of the Law on Investment 2025, conditions for conditional business investment may only be defined in the following legal documents:

• Laws and resolutions of the National Assembly;
• Ordinances and resolutions of the Standing Committee of the National Assembly;
• Government Decrees;
• International treaties to which Vietnam is a party.

Important Note: Ministries, agencies of ministerial rank, People's Councils, People's Committees at all levels, and other agencies, organizations, and individuals are not permitted to issue regulations on conditions for business investment. Enterprises have the right to refuse condition requirements that are not based on the categories of legal documents mentioned above.

How to conduct business in conditional business sectors and trades – what forms of compliance are required?

According to Clause 5, Article 7 of the Law on Investment 2025, conditions for business investment are applied in the following forms:

• License — issued by the competent state authority before commencing operations;
• Certificate — confirming that the enterprise meets certain standards;
• Certificate of competency — typically applied to individuals practicing a profession;
• Written confirmation or approval from the competent authority;
• Self-compliance requirement — individuals and economic organizations must meet certain conditions without requiring written confirmation from state authorities.

Depending on the specific sector or trade, enterprises need to identify which form is being applied in order to prepare the correct type of dossier and corresponding procedures.

What content must be included in a regulation on business conditions?

To ensure transparency and clarity, each regulation on conditions for business investment must contain all of the following content according to Clause 4, Article 7 of the Law on Investment 2025:

1. Subjects and scope of application;
2. Forms of application of conditions;
3. Content of investment and business conditions;
4. Dossiers, procedures, and administrative procedures for compliance (if applicable);
5. Competent authority to resolve administrative procedures;
6. Validity period of licenses, certificates, certificates of competency, or written confirmations or approvals (if applicable).

Enterprises should cross-reference all of these contents when consulting the conditions for the intended business sector, to avoid overlooking any requirement that could lead to violations.

Where can enterprises find information on conditional business sectors and trades?

According to Clause 7, Article 7 of the Law on Investment 2025, all conditional business sectors and trades and their corresponding conditions must be posted on the National Enterprise Registration Information Portal. This is the official channel for enterprises and investors to consult and verify requirements before commencing operations.

Additionally, the Government is responsible for publishing two separate lists: a list of sectors and trades that require licensing or certification before commencing business and a list of sectors and trades that have transitioned to post-compliance (disclosure of requirements and conditions instead of requiring prior licensing). Enterprises need to identify which group their sector belongs to in order to apply the correct management mechanism.

Conditions may change – what should enterprises monitor?

According to Clause 6, Article 7 of the Law on Investment 2025, the Government may review and submit to the National Assembly for amendment and supplementation of the List of conditional business sectors and trades based on economic and social conditions and state management requirements in each period. Amendments must comply with the principles set out in Article 7 above.

In practice, Resolution 66.17/2026/NQ-CP has reduced and amended certain sectors and trades, tasking Ministers and heads of agencies of ministerial rank to research and establish alternative management solutions and plans. Enterprises that are currently or planning to conduct business in conditional sectors need to monitor these changes to update their dossiers and licenses in a timely manner.

If enterprises need assistance in identifying whether a business sector is subject to conditional business requirements, preparing dossiers for licensing applications, or reviewing compliance with business conditions in accordance with the Law on Investment 2025, A&D Law Firm is ready to provide specialized legal consulting to enterprises and support throughout the process. Contact us for timely assistance.

This article is for reference purposes only and provides general legal information. It does not replace legal advice for specific cases. Each conditional sector or trade has its own specific requirements and practical application may vary depending on circumstances. Please contact a lawyer or legal expert for advice tailored to your enterprise's situation.