Oil and gas activities are subject to state monopoly held by PetroVietnam. PetroVietnam can enter into partnership with private companies. Sub-contracts can be signed with foreign contractors, but priority is given to Vietnamese organizations and individuals.
"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 [...]
11. (1) Exploration, exploitation and processing of natural resources, minerals, oil and gas [...]"(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] [...]
11. (1) Exploration, exploitation and processing of natural resources, minerals, oil and gas | 
1. ACIA
National treatment, Senior Management Personnel and the Board of Directors shall not apply to any measure relating to mining and quarrying investments, including but not limited to the following areas: : (i) Investigation, exploration and exploitation of minerals; (ii) Exploiting and processing precious and rare minerals and raw materials; (iii) Exploiting and processing rare minerals, metals, rare raw materials, exploiting clay to produce building materials; high-quality sand mining for the production of construction and engineering glass; (iv) Projects to exploit precious or rare minerals must be approved by the Government of Vietnam; (v) Mineral activities related to special, toxic, precious and rare minerals including basic geological investigation, exploration, extraction and processing.
National Treatment and Senior Management Personnel and the Board of Directors shall not apply to any measure relating to oil and gas activities conducted within Vietnam. Investment in oil and gas activities will have to be approved by the Government of Vietnam
2. EVFTA:
Appendix 8-C: Viet Nam may adopt or maintain any measure relating to the operation of an enterprise as defined in points 1(e) and 1(m) of Article 8.2 (Definitions). inconsistent with paragraph 2 of Article 8.5 (National Treatment), provided that the measure is not inconsistent with the commitments set out in Annex 8-B (Vietnam's Schedule of Specific Commitments).
Appendix 8-B:
- Exploiting crude oil and natural gas[1](ISIC rev3.1:111, 112): uncommitted
- Mining of metal ores (ISIC rev3.1:1310, 1320): unbound
- Mining and other quarrying (ISIC rev 3.1:1410): unbound
3. CPTPP:
a) Appendix NCM I-VN-31: Mining Foreign investment in the mining sector will not be approved unless the Vietnamese competent authorities find the project to bring net benefits to Vietnam. This decision will be made on the basis of the following factors (Foreign investors do not have to comply with all criteria to be granted a mining license):
- The impact of the investment project on the level and nature of economic activity in Vietnam, including the impact on jobs, the use of equipment, components and services made in Vietnam and export from Vietnam;
- The extent and importance of the Vietnamese party involved in the investment project;
- Impact of investment projects on productivity, economic efficiency, technology development and product innovation in Vietnam;
- Impact of investment projects on competition in the same industry or sectors in Vietnam;
- The compatibility of the investment project with the national industrial, economic and cultural policy, taking into account the industrial, economic and cultural policy objectives granted by the Government or the legislature proposed by the province and may be significantly affected by the investment project;
- Contribution of investment projects to Vietnam's competitiveness in the world market.
b) Appendix NCM I-VN-32: Petroleum Vietnam Oil and Gas Group (PetroVietnam) is the only enterprise permitted to explore and exploit oil and gas. To carry out oil and gas activities in Vietnam, a contract with PetroVietnam is required. Sub-contracts can be signed with foreign contractors, but priority is given to Vietnamese organizations and individuals.
The performance of oil and gas contracts and the assignment of such contracts to other parties must be approved by the Prime Minister. In some special cases[2], the following activities need to be approved by the Prime Minister: i) extension of exploration term or term of oil and gas contract; and ii) stoppage of time, not exceeding 3 years, in case the parties to the oil and gas contract agree to stop the exercise of certain rights and obligations under the petroleum contract in the event that it is not possible to perform the contract immediately. .
PetroVietnam has the priority right to purchase part or the whole of the oil and gas contract to be transferred.
Foreign investors are only allowed to provide flight operations services for oil and gas activities through joint venture contracts with Vietnamese companies.
(2) Mining-related services (CPC 883) As stipulated in the Agreements:
(i) Commitments in this section do not include activities: supply of materials, equipment and chemicals, base services, boat services, daily life services, flight services;
(ii) The undertakings in this section shall not affect the right of the Government of Vietnam to establish the necessary regulations and procedures for the management of oil and gas-related activities within its territory or its rights. Vietnamese jurisdiction in accordance with Vietnam's rights and obligations under GATS.
Particularly for VKFTA, EVFTA: Allowing the establishment of joint ventures with foreign capital contribution not exceeding 51%. Allowing the establishment of enterprises with 100% foreign investment capital.[...]" (Government of Viet Nam, List B: List of occupations with conditional market access for foreign investors: Conditions (updated 2020), webpage [google translation])
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]
[<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://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>]