Foreign investors who are licensed at their home country to undertake banking, securities, insurance activites for more than 2 years, and whose home licensing authority has entered into a mutual or multilateral agreement on information exchange, managment inspection, securities activities and securities market with Viet Nam's State Securities Commission (SSC), are entitled to establish and invest in securities and fund management companies incorporated in Viet Nam. Otherwise, foreign shareholding in Vietnamese securities and fund management companies is limited to 49% of their charter capital.
"Article 3. Definitions
For the purposes of this Law, the terms below are construed as follows: [...]
10. “market access conditions applied to foreign investors” mean those which must be satisfied by foreign investors to make investment in the List of business lines with prohibited and restricted market access (hereinafter referred to as “the Negative List for Market Access”) specified in Clause 2 Article 9 of this Law.  [...]
19. “foreign investor” means an individual holding a foreign nationality or an organization established under foreign laws and carrying our business investment activities in Vietnam.
20. “domestic investor” means an individual holding Vietnamese nationality or a business organization whose members or shareholders are not foreign investors. 
[...]
Article 4. Application of the Law on Investment and relevant laws
1. Business investment activities in the territory of Vietnam [must] comply with the Law on investment [this Law] and other relevant laws.
2. If there is any discrepancy between the provisions of this Law and those of another law issued before the effective date of this Law in relation to the industries and trades in which business investment is prohibited, or industries and trades in which business investment is conditional, then the provisions of the Law on investment [this Law] shall prevail.
[...]
Article 9. Business lines with prohibited and restricted market access and market access conditions applied to foreign investors
1. Market access conditions applied to foreign investors are the same as those applied to domestic investors, except for the case specified in Clause 2 of this Article.
2. Pursuant to Laws and Resolutions of the National Assembly, Ordinances and Resolutions of the Standing Committee of the National Assembly, Decrees of the Government and international treaties to which the Socialist Republic of Vietnam is a signatory, the Government shall promulgate a Negative List for Market Access, including:
a/ Prohibited business lines; b/ Restricted business lines.
3. Market access conditions applied to foreign investors specified in the Negative List for Market Access include:
a/ Holding of charter capital by the foreign investor in a business organization; b/ Investment method; c/ Scope of investment; d/ Capacity of the investor; partners participating in the investment activities; dd) Other conditions specified in the Laws and Resolutions of the National Assembly, Ordinances and Resolutions of the Standing Committee of the National Assembly, Decrees of the Government and international treaties to which the Socialist Republic of Vietnam is a signatory.
[...]
Article 23. Implementation of investment activities by foreign-invested economic organizations
1. When making investment in establishment of other economic organizations; contribution of capital to, or purchase of shares or capital contributions at, other economic organizations; or investment in the form of BCC, economic organizations must meet the conditions and shall carry out investment procedures according to regulations applicable to foreign investors if falling into one of the following cases:
a/ Having over 50% of their charter capital held by a foreign investor/foreign investors, or having a majority of their general partners being foreign individuals, for partnerships;
b/ Having over 50% of their charter capital held by an economic organization/economic organizations specified at Point a of this Clause;
c/ Having over 50% of their charter capital held by a foreign investor/foreign investors and an economic organization/economic organizations specified at Point a of this Clause. [...]" (Law on Investment No. 61/2020/QH14 of 17 June 2020 [google translation])
------------------------------------
"Section 2. SECTORS, LINES AND MARKET ACCESS CONDITIONS FOR FOREIGN INVESTORS
Article 15. Sectors and trades restricted from market access for foreign investors
1. Sectors and trades with restrictions on market access for foreign investors and restrictions on market access for such industries and trades are prescribed in laws and resolutions of the National Assembly, ordinances and resolutions. of the National Assembly Standing Committee, Government decrees and international treaties on investment. The list of industries and trades with restrictions on market access for foreign investors is published in Appendix I of this Decree.
2. Market access conditions for foreign investors shall be applied in the forms specified in Clause 3, Article 9 of the Law on Investment and posted and updated according to the provisions of Article 18 of this Decree.
[...]
Article 16. Subjects of application of the List of industries and trades restricted from market access
1. The list of industries and trades with restricted market access applies to:
a) Foreign investors as prescribed in Clause 19, Article 3 of the Law on Investment ;
b) The economic organization specified at Points a, b and c, Clause 1, Article 23 of the Law on Investment when investing in the establishment of other economic organizations; make capital contribution, purchase shares, purchase capital contribution portion of other economic organizations; investment in the form of BCC contract.
(In this Section, the subjects specified at Points a and b of this Clause, hereinafter collectively referred to as foreign investors, unless otherwise provided for by this Decree).
[...]
Article 17. Principles of applying restrictions on market access for foreign investors
1. Except for the industries and trades on the List of industries and trades with restricted market access for foreign investors specified in Appendix I of this Decree, foreign investors are entitled to market access as prescribed for domestic investors.
2. Foreign investors are not allowed to invest in industries and trades that have not yet been able to access the market as prescribed in Section A, Appendix I of this Decree.
3. For industries and trades with conditional market access for foreign investors as prescribed in Section B, Appendix I of this Decree, foreign investors must satisfy the conditions for market access according to the provisions of Article 18 of this Decree.
4. Market access conditions for industries and trades that Vietnam has not yet committed to market access to for foreign investors are applied as follows:
a) Where laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, decrees of the Government (hereinafter referred to as Vietnamese law) do not contain provisions restricting access to the market for that industry or trade, foreign investors may access the market as prescribed for domestic investors;
b) Where Vietnamese law already contains provisions on restricting foreign investors' market access for such industries or trades, the provisions of Vietnamese law shall apply. [...]
7. Foreign investors belonging to countries or territories that are not members of the WTO and conducting investment activities in Vietnam are entitled to the same market access conditions as those applicable to national investors. a territory that is a member of the WTO, unless otherwise provided for by Vietnamese law or an international treaty between Vietnam and that country or territory.
[...]
APPENDIX I - LIST OF INDUSTRY AND LINES LIMITED MARKET ACCESS FOR FOREIGN INVESTORS [...]
B. BUSINESS LINES WITH RESTRICTED MARKET ACCESS [...]
4. Insurance, banking, securities trading and other related services [...]"(Government Decree on the Elaboration of Some Articles of the Law on Investment No. 31/2021/ND-CP of 26 March 2021 [google translation] (Decree 31), which provides guidance on the implementation of the new Law on Investment [google translation])
---------------------------
"INDUSTRY, SECTOR | CONDITIONS LIMITED MARKET ACCESS | LEGAL BASIS [not reproduced here] [...]
4.4 Securities services ((f) Trade for your own account or a client's account at a stock exchange, over-the-counter (OTC) or other market in the following products: Derivatives, including futures and options contracts; Transferable securities; Other negotiable instruments and financial assets, excluding block gold; (g) Participating in the issuance of all types of securities, including underwriting, and acting as a selling agent (public offering or private offering), providing services related to such issues. that act; (i) Asset management such as portfolio management, all forms of collective investment management, pension fund management, custodial and trust services; (j) Securities clearing and settlement services, derivatives and other securities-related products; (k) Providing and transferring financial information and related software of securities service providers; (l) Advisory, intermediation and ancillary services relating to securities, other than the activities of subsection (f), including investment research and advice, investment portfolios, advice on acquisitions, corporate strategy and restructuring (For other services in subsection (l), refer to subsection (l) in commitments on banking services). |
1. WTO, VJEPA, VKFTA, EVFTA:
Allowing the establishment of securities enterprises with 100% foreign investment capital. For services from C(i) to C(l), foreign securities service providers are allowed to set up branches.
2. CPTPP:
Appendix III Financial Services: III-VN15; III-VN-17 to III-VN-19; III-VN-24 to III-VN-27.
3. Vietnamese law:
3.1. Conditions for issuance of a license for establishment and securities business activities of a securities company
a) Rate of ownership of charter capital of foreign investors in economic organizations:
Foreign investors may contribute capital to the establishment, purchase shares and contributed capital of securities companies and securities investment fund management companies according to the provisions of Article 77 of the Law on Securities 2019.
b) Investment form: Buying shares, contributed capital, contributing capital to establish a limited liability company or a joint-stock company (Security company, securities investment fund management company organized in the form of a securities investment fund management company). form a limited liability company or a joint stock company in accordance with the Law on Enterprises).
c) Capability of investors and partners participating in investment activities:
Foreign organizations participating in capital contribution to the establishment, purchasing shares or contributed capital to own 100% of the charter capital of a securities company or securities investment fund management company must satisfy the conditions specified in Clause 1 of this Article. Clause 2, Article 77 of the Securities Law 2019.
d) Other conditions:
- Conditions for shareholders and capital contributors include: Shareholders and capital contributors being foreign investors must meet the conditions specified in Article 77 of the Law on Securities 2019.
- In case a securities company is organized in the form of a single-member limited liability company, the owner must be an insurance enterprise or a commercial bank or a foreign organization satisfying the provisions of Clause 2 of this Article. 77 of the Securities Law 2019.
3.2. Conditions for issuance of License for establishment and operation of securities business of securities investment fund management companies
a) Rate of ownership of charter capital of foreign investors in economic organizations:
Foreign investors may contribute capital to the establishment, purchase shares and contributed capital of securities companies and securities investment fund management companies according to the provisions of Article 77 of the Law on Securities 2019.
b) Investment form: Buying shares, contributed capital, contributing capital to establish a limited liability company or a joint-stock company (Security company, securities investment fund management company organized in the form of a securities investment fund management company). form a limited liability company or a joint stock company in accordance with the Law on Enterprises). [...]
c) Capability of investors and partners participating in the implementation of investment activities: Foreign organizations contribute capital to the establishment, purchase shares and contributed capital to own 100% of the charter capital of the securities company. Securities investment fund management company must satisfy the conditions specified in Clause 2, Article 77 of the Law on Securities 2019.
d) Other conditions:
- The minimum charter capital of a foreign fund management company in Vietnam is VND 25 billion.
- Conditions for shareholders and capital contributors include: Shareholders and capital contributors being foreign investors must meet the conditions specified in Article 77 of the Law on Securities 2019.
- In case the securities investment fund management company is organized in the form of a single-member limited liability company, the owner must be a commercial bank or insurance enterprise or a securities company or organization from foreign countries that meet the provisions of Clause 2, Article 77 of the Law on Securities 2019.
3.3. Conditions for issuance of licenses for establishment and securities business activities of branches of foreign securities companies and fund management companies in Vietnam
3.3.1. For the establishment of a branch of a foreign securities company
a) Scope of activities: Only performing securities investment consulting services.
b) Capability of investors and partners participating in investment activities: A foreign securities company may establish a branch in Vietnam when it meets the conditions specified in Clause 1, Article 76 of the Law on Securities. 2019.
d) Other conditions: only 01 branch may be established in Vietnam.
3.3.2. For the establishment of a branch of a foreign fund management company
a) Scope of operation: Only providing asset management services for capital mobilized abroad
b) Capability of investors and partners participating in the implementation of investment activities: Foreign securities companies may establish a branch in Vietnam when satisfying the conditions specified in Clause 2, Article 76 of the Law on Securities. 2019.
c) Other conditions: only 01 branch may be established in Vietnam
3.4. Conditions for establishing representative offices of foreign securities companies and fund management companies in Vietnam
a) The scope of operation of representative offices of securities companies and foreign fund management companies in Vietnam shall comply with the provisions of Clause 2, Article 78 of the Law on Securities 2019.
b) Capability of investors and partners participating in investment activities: Foreign securities companies and fund management companies may establish a representative office in Vietnam when meeting the conditions specified in Clause 1 of this Article. Clause 1, Article 78 of the Law on Securities in 2019 [...]"(Decree No. 01/2014//ND-CP of 3 January 2014, Arts. 1,3 and 7 [google translation]).
--------------------------------
"Chapter VI - SECURITIES COMPANIES, FUND MANAGEMENT COMPANIES [...]
Article 71. Enterprise registration, business registration [...]
2. Securities companies and fund management companies shall be limited liability companies or joint-stock companies as prescribed by the Law on Enterprises.
[...]
Article 76. Requirements for issuing the securities trading license to branches in Vietnam of foreign securities companies and foreign fund management companies
1. A foreign securities company may establish a branch in Vietnam when the following requirements are satisfied:
a) The company fully satisfies the requirements specified in Clause 2 Article 77 of this Law and is not holding more than 49% of charter capital of any securities company or fund management company in Vietnam; [...]
2. A foreign fund management company may establish a branch in Vietnam when the following requirements are satisfied:
a) It is licensed for management of public funds by the home country’s securities authority;
b) The home country’s licensing authority and SSC has entered into a mutual or multilateral agreement on information exchange, management, inspection, supervision of securities activities and securities market with a remaining operating of at least 05 years;
c) The foreign company is not holding more than 5% charter capital of 01 fund management company in Vietnam, whether directly or indirectly, with or without related persons;
[...]
Article 77. Foreign investment in securities companies and fund management companies
1. Foreign investors may contribute capital, buy shares and stakes in securities companies and fund management companies as follows:
a) A foreign investor that is an organization satisfying the requirements specified in Clause 2 of this Article and its related persons may hold up to 100% of charter capital of a securities company or fund management company. In case the requirements in Clause 2 of this Article are not fully satisfied, the foreign investor that is an organization and its related person may only hold up to 49% of charter capital of a securities company or fund management company.
b) A foreign investor that is an individual and his/her related persons may hold up to 49% of charter capital of a securities company or fund management company;
[...]
Section 2. OPERATION OF SECURITIES COMPANIES AND FUND MANAGEMENT COMPANIES [...]
Article 86. Operation of securities companies, fund management companies, branches and representative offices in Vietnam of foreign securities companies and foreign fund management companies [...]
7. The branch in Vietnam of a foreign securities company may only provide securities investment consultancy services. The branch in Vietnam of a foreign fund management company may only provide asset management services for capital raised overseas. 
[...]
Section 3. INVESTMENT COMPANIES
Article 114. Investment companies
1. A securities company is a securities investment fund that is reorganized into a joint-stock company to invest in securities. A securities company can be a private investment company or public investment company.[...]" (Law on Securities No. 54/2019/QH14 of 26 November 2019)
Law on Investment No. 61/2020/QH14 of 17 June 2020 [google translation]
Government Decree on the Elaboration of Some Articles of the Law on Investment No. 31/2021/ND-CP of 26 March 2021 [google translation]
Government of Viet Nam, List B: List of occupations with conditional market access for foreign investors: Conditions (updated 2020), webpage [google translation]
Law on Securities No. 54/2019/QH14 of 26 November 2019

[<a href="https://vbpl.vn/bokehoachvadautu/Pages/vbpqen-toanvan.aspx?dvid=312&ItemID=11133">Law</a>],[<a href="https://vbpl.vn/bokehoachvadautu/Pages/vbpq-toanvan.aspx?ItemID=147720&Keyword=31/2021/ND-CP">Decree</a>],[<a href="https://vietnaminvest.gov.vn/SitePages/News_Detail.aspx?ChuyenMuc=3&ItemId=16">Webpage</a>],[<a href="https://vbma.org.vn/storage/legal-documents/July2021/54_2019_QH14_436329.doc">Law</a>],[<a href="https://static1.squarespace.com/static/50c0b136e4b01ad287768e06/t/6246f475c7499050ffab3d02/1648817271960/2022+3+30+Decree+31.2021+implementing+Investment+Law+2020+1.2.pdf">Other</a>],[<a href="https://www.allenandgledhill.com/vn/perspectives/articles/18840/vnkh-issues-new-guidance-on-foreign-investment">Other</a>]