Pursuant to the "Prohibited Market Access List" (Appendix I-A) of Decree 31/2021/ND-CP ("Decree 31") supporting the implementation of the new Law on Investment (LOI 2020), majority foreign investment in travel services, except international travel services for inbound tourists, is prohibited. In addition, foreign investment in entertainment services, including theatre, live music and circus activities, as well as in video game business is subject to joint-ventures with Vietnamese partners in which the foreign capital contribution cannot exceed 49%.
"Article 3. Definitions
For the purposes of this Law, the terms below are construed as follows: 
1. Investment policy approval means the competent/authorized State agency approves the objectives, location, scale, schedule and duration/term of project implementation; and the investor or form of investor selection and special mechanisms or policies (if any) in order to implement the investment project [...]
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. 
11. Investment registration certificate ["IRC"] means a written or electronic document recording information registered by an investor about an investment project. [...]
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. [...]
3. 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 sequence and procedures for business investment and investment security [guarantee], then implementation shall accord with this Law except for the following cases: [...]
(d) Implementation of investment projects for construction, for residential housing and for urban zones are implemented in accordance with the provisions of the Law on Construction, the Law on Residential Housing and the Law on Real Estate Business after the competent agency has approved the investment policy or the amended investment policy in accordance with the provisions of this Law;
(dd) Authority, sequence, procedures and conditions for business investment implemented in accordance with the Law on Credit Institutions, the Law on Insurance Business, and the Law on Petroleum;
(e) Authority, sequence, procedures and conditions for business investment and activities on the securities market implemented in accordance with the Law on Securities.
[...]
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])
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"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.
3. In addition to the market access conditions for the industries and trades specified in Clauses 1 and 2 of this Article, foreign investors and foreign-invested economic organizations when conducting business investment activities Businesses in Vietnam must satisfy the following conditions (if any):
a) Use of land and labor; natural resources, minerals;
b) Producing and supplying public goods and services or goods and services that are monopolistic in the state;
c) Owning and trading in houses and real estate;
d) Applying forms of support and subsidies of the State to a number of branches and fields or developing regions or territories;
dd) Participating in the program and plan for the equitization of state-owned enterprises;
e) Other conditions as prescribed in laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, decrees of the Government and international treaties on investment that do not allow allow or restrict market access for foreign-invested economic organizations.
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).
2. For business investment activities carried out in Vietnam, investors who are Vietnamese citizens and hold foreign citizenship are entitled to choose to apply market access conditions and investment procedures as follows: regulations applicable to domestic or foreign investors. In the case of choosing to apply market access conditions and investment procedures as prescribed for domestic investors, investors who are Vietnamese citizens and have foreign nationality are not entitled to exercise their rights. and regulatory obligations for foreign investors.
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 
A. INDUSTRY AND LINES THAT HAVE NOT BEEN ACCESSED TO THE MARKET FOR FOREIGN INVESTORS [...]
25. Travel services, except international travel services for inbound tourists.
[...]
B. BUSINESS LINES WITH RESTRICTED MARKET ACCESS [...]
26. Sports and entertainment 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])
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"INDUSTRY, SECTOR | CONDITIONS LIMITED MARKET ACCESS | LEGAL BASIS [not reproduced here] [...]
26. Sports and entertainment services
26.1 Entertainment services, including theatre, live music and circuses (CPC 9619) |
Provisions in the Agreements:
It is permissible to establish joint ventures in which the foreign capital contribution cannot exceed 49%.
For the additional CPTPP only: Three years from the date of entry into force of the Agreement, it is allowed to establish joint ventures or buy shares of Vietnamese enterprises with the capital contribution of foreign parties not exceeding 51%.
[...]
26.2 Video game business (CPC 964) |
1. Provisions in the Agreements:
Only in the form of a business cooperation contract or a joint venture with a Vietnamese partner has been allowed to provide this service. The foreign capital contribution in the joint venture must not exceed 49% of the legal capital of the joint venture.
Particularly, additional CPTPP: After no more than 02 years from the effective date of the CPTPP Agreement, Vietnam will allow foreign investment with the rate of 51% in video game services provided via the internet. After 05 years from the effective date of the CPTPP Agreement, Vietnam will remove the restriction on the percentage of foreign capital contribution to these service providers.
2. Vietnamese law:
Online video game business – Clause 4, Article 31 of Decree No. 72/2013/NDCP
Foreign organizations and individuals that provide online video game services to users in Vietnam must establish an enterprise in accordance with Vietnamese law to provide online video game services. in accordance with the provisions of this Decree and regulations on foreign investment.
[...]
26.3 Other entertainment services (CPC 9649)
1. AFAS: Amusement park services: Allowed to provide services through a joint venture with a Vietnamese partner. The capital contribution of the foreign side must not exceed 70% of the legal capital of the joint venture.
2. CPTPP: Appendix NCM I-VN-27: Amusement Parks Foreign investment under 1 billion USD in the construction and management of amusement parks or theme parks will not be approved unless the agency The Vietnamese competent authority notifies the applicant that the investment is beneficial to Vietnam. The above decision was made on the basis of the following factors:
- The suitability of the investment project with the regional socio-economic development strategy;
- Ability to meet people's demand for cultural enjoyment;
- Conformity with local cultural characteristics;
- Impact of the project on local budgets, jobs, consumption of components, components and services made in Vietnam and competition with services provided by local cultural houses grant.
Investments over 1 billion USD will not be subject to this decision
[...]
26.4 Other sports and entertainment services, excluding video game business
1. VJEPA has opened unlimitedly for Library Services, Archives Services (96311, 96312) and Sports Services (CPC 9641).
2. AFAS opened unrestricted Library Services (CPC 96311) except for online library services; at the same time opening gym and fitness services (CPC 96413) with the charter capital ownership rate of foreign investors in economic organizations not exceeding 70%.
3. CPTPP: Appendix NCM II – VN - 26:
Other sports and entertainment services, excluding video game business Vietnam reserves the right to adopt and maintain any measures related to martial arts clubs and extreme sports.
4. Vietnamese law:
Conditions for establishing libraries of foreign organizations and individuals serving Vietnamese people are specified in Article 21 of Decree 93/2020/ND-CP. [...]" (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]
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