At least 20% of the total number of managers and executives shall be Vietnamese nationals. However, a minimum of 3 non-Vietnamese managers, executives and specialists shall be permitted per enterprise. [In the OECD FDIRRI, the above-mentioned restrictions is assumed equivalent to a restriction on nationality requirement for board of directors as it restricts, but not entirely precludes the nomination of foreign personnel to key management positions. Viet Nam's WTO commitment applies to all sectors included the Schedule, which covers several services sectors. In the OECD FDIRRI, these market access conditions are assumed extended to all sectors in which foreign investment is somewhat restricted (i.e. those on Section B, Appendix I of Decree No. 31/2021/ND-CP of 26 March 2021].
"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 9. Sectors, trades and market access conditions applicable to foreign investors
1. Foreign investors are entitled to application of market access conditions like domestic investors, except the cases prescribed in Clause 2 of this Article.
2. Based on laws or resolutions of the National Assembly, ordinances or resolutions of the Standing Committee of the National Assembly, decrees of the Government, and treaties to which the Socialist Republic of Vietnam is a contracting party, the Government shall announce the List of sectors and trades in which foreign investors are subject to market access restrictions, including:
a/ Sectors and trades in which market access by foreign investors are not yet permitted;
b/ Sectors and trades in which foreign investors are subject to conditional market access.
[...]
Article 22. Investment in establishment of a business organization
Every investor shall establish a business organization in accordance with the following regulations:
a/ A domestic investor shall establish a business organization in accordance with regulations of law on enterprises and law corresponding to each type of business organization;
b/ A foreign investor that establishes a business organization shall satisfy market access conditions applied to foreign investors specified in Article 9 of this Law;
c/ Before establishing a business organization, the foreign investor must have an investment project and follow the procedures for issuance or adjustment of an investment registration certificate, except for establishment of a small and medium-sized start-up enterprise and a  startup investment fund in accordance with regulations of the Law on Small and Medium-sized Enterprises.
[...]
Article 23. Conduct of investment activities by foreign-invested business organizations
1. When establishing a business organization, when making investment by contributing capital, purchasing shares or purchasing stakes of a business organization or when making investment under a business cooperation contract in one of the following cases, the foreign investor must satisfy the conditions and follow investment procedures applied to foreign investors:
a/ Over 50% of its charter capital or more is held by a foreign investor(s) or the majority of the general partners are foreigners if the business organization is a partnership;
b/ Over 50% of its charter capital or more is held by a business organization(s) mentioned in Point a of this Clause;
c/ Over 50% of its charter capital or more is held by a foreign investor(s) and a business organization(s) mentioned in Point a of this Clause.
2. Business organizations other than those mentioned in Points a, b and c Clause 1 of this Article shall satisfy conditions and follow investment procedures applied to domestic investors when establishing a business organization, when making investment by contributing capital, purchasing shares or purchasing stakes of a business organization or when making investment under a business cooperation contract. [...]" (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).
[...]
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 as updated and posted 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 investors from 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. [...]"(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])
------------------------------------
"I. HORIZONTAL COMMITMENTS
ALL SECTORS INCLUDED IN THIS SCHEDULE [Mode of delivery: (1) Cross-border supply; (2) Consumption abroad; (3) Commercial presence; (4) Presence of natural persons]
Limitations on Market Access
(4) Unbound, except measures relating to entry and temporary stay of natural persons who fall in one of the following categories:
(a) Intra-corporate transferees [...]
At least 20% of the total number of managers, executives and specialists shall be Vietnamese nationals. However, a minimum of 3 non-Vietnamese managers, executives and specialists shall be permitted per enterprise. [...]
Managers and executives are those who primarily direct the management of the foreign enterprises which have established commercial presence in Viet Nam, receiving only general supervision or direction from the board of directors or stockholders of the business or their equivalent, including directing the establishment or a department or subdivision of the establishment, supervising and controlling the work of other supervisory, professional or managerial employees, having the authority personally to hire and fire or recommend hiring, firing or other personnel actions, and who do not directly perform tasks concerning the actual supply of the services of the establishment.
Limitations on National Treatment
(4) Unbound, except as indicated in market access column." (WTO (2006), "Schedule of Specific Commitments in Services", WT/ACC/VNM/48/Add.2, 27 October 2006)
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]
WTO (2006), "Schedule of Specific Commitments in Services", WT/ACC/VNM/48/Add.2, 27 October 2006
[<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="WTO">WTO</a>],[<a href="Other">http//docsonline.wto.org/imrd/directdoc.asp?DDFDocuments/t/WT/ACC/vnm48a2.doc</a>],[<a href="Other">https//static1.squarespace.com/static/50c0b136e4b01ad287768e06/t/6246f475c7499050ffab3d02/1648817271960/2022+3+30+Decree+31.2021+implementing+Investment+Law+2020+1.2.pdf</a>]