[2025] Foreign Investment in Vietnam in Hotel Business in Vietnam (CPC 64110)

 

Thank you for your interest in DB Legal's services. Regarding the procedures for investing in the hotel business in Vietnam, please find our general guidelines below:

I. Legal Basis

Investment in hotel services in Vietnam is regulated by:

• WTO Commitments on Trade in Services (GATS);
• Law on Investment No. 61/2020/QH14;
• Law on Enterprises No. 59/2020/QH14;
• Law on Tourism No. 09/2017/QH14;
• Decree No. 168/2017/ND-CP detailing a number of provisions of the Law on Tourism.

These regulations ensure that foreign investors have clear legal frameworks for entering the Vietnamese market, providing a level playing field for international and local enterprises. Investors should familiarize themselves with these legal provisions to ensure compliance and smooth business operations. Additionally, it is crucial to keep updated with any amendments or new policies introduced by the Vietnamese government that may impact investment activities.

II. Scope of Hotel Accommodation Services (CPC 64110)

Based on Vietnam’s WTO commitments, the hotel service industry is categorized under CPC 64110, which includes the following activities:

"64110 Hotel services

Accommodation and related services provided by hotels. Related services include services commonly provided and included in the accommodation rate and include room service, furniture service, correspondence, and concierge services.

Hotels also typically have other services such as parking, food, drink, entertainment, swimming pools, parties, meetings, and conferences.

Resort hotels may also have a wider variety of recreational facilities. These services are also included in this subcategory if they are included as part of the accommodation rate. If they are charged separately, they are classified according to the type of service provided.

Services provided by hotels are usually more comprehensive than services provided by other accommodation providers."

Given the broad scope of services included in CPC 64110, investors should consider expanding their offerings beyond accommodation to attract more customers and enhance profitability.

III. Market Access for Foreign Investors

Foreign investors can own up to 100% of a hotel business in Vietnam. Since Vietnam’s WTO accession period has passed, there are no longer any restrictions on foreign ownership in this sector.

However, investors must comply with Vietnam’s investment policies, including legal requirements on business registration, financial transparency, and operational licensing. Additionally, while there are no ownership restrictions, investors should be mindful of regulations related to land use rights, as some areas may have specific requirements for foreign ownership. It is also recommended that investors work with local partners or consultants to navigate the bureaucratic procedures efficiently.

IV. Conditions for Operating a Hotel Business

According to Vietnamese law, operating tourism accommodation services is a conditional business line. Foreign investors must meet the conditions stipulated in Article 49 of the Law on Tourism, which includes:

1) Having business registration in accordance with the provisions of law;

2) Meeting the conditions on security, order, fire and explosion safety, environmental protection, and food safety according to the provisions of law;

3) Meeting the minimum conditions on technical facilities and services for tourists.

Regarding condition 1, investors need to obtain two certificates:

• Investment Registration Certificate or Approval for the purchase and transfer of capital contributions with foreign investors;
• Enterprise Registration Certificate.

The investment registration and business registration objectives are short-term accommodation services.

Regarding condition 2, investors need to have the following types of licenses:

• Fire prevention and fighting eligibility certificate
• Security and order certificate;
• Environmental protection commitment certificate;
• Food safety and hygiene eligibility certificate.

Regarding condition 3, depending on the type of tourist accommodation establishment, investors must meet the conditions specified from Article 22 to 28 of Decree No. 168/2017/ND-CP dated December 31, 2017, detailing a number of articles of the Law on Tourism.

V. Forms of Investment in Hotel Business in Vietnam

Within the scope of this article, DB Legal would like to provide information on the form of investment in establishing an economic organization and investing by contributing capital, purchasing shares, purchasing capital contributions as prescribed in clauses 1 and 2 of Article 21 of the Law on Investment, as follows:

1) Investment in establishing an economic organization

a) Regulations on investment in establishing an economic organization:

According to Article 22 of the Law on Investment, investors establish economic organizations according to the following provisions:

• Foreign investors establishing economic organizations must meet the market access conditions for foreign investors specified in Article 9 of the Law on Investment;  
• Before establishing an economic organization, foreign investors must have an investment project, carry out procedures for issuing and adjusting the Investment Registration Certificate, except for the case of establishing innovative startup small and medium-sized enterprises and innovative startup investment funds as prescribed by the law on supporting small and medium-sized enterprises.
• From the date of issuance of the Enterprise Registration Certificate or other legally equivalent documents, the economic organization established by the foreign investor is the investor implementing the investment project as specified in the Investment Registration Certificate.

b) Dossier for requesting the issuance of an Investment Registration Certificate:

• Document requesting the implementation of the investment project, including a commitment to bear all costs and risks if the project is not approved;
• Documents on the legal status of the investor;  
• Documents proving the financial capacity of the investor, including at least one of the following documents: financial statements for the last 02 years of the investor; commitment to financial support from the parent company; commitment to financial support from a financial institution; guarantee of the investor's financial capacity; other documents proving the investor's financial capacity;  
• Investment project proposal including the following main contents: investor or form of investor selection, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, implementation schedule, information on the current status of land use at the project implementation site and proposed land use needs (if any), labor demand, proposal for investment incentives, socio-economic impacts, preliminary environmental impact assessment (if any) in accordance with the law on environmental protection. If the law on construction stipulates the preparation of a pre-feasibility study report, the investor may submit the pre-feasibility study report instead of the investment project proposal;  
• If the investment project does not propose the State to allocate land, lease land, or permit the change of land use purpose, then submit a copy of the land use right certificate or other document confirming the right to use the location for project implementation;
• Content explaining the technology used in the investment project for projects subject to appraisal and obtaining opinions on technology in accordance with the law on technology transfer;
• Other documents related to the investment project, requirements for conditions, investor capacity as prescribed by law (if any).  

c) Implementation of investment activities of economic organizations with foreign investment

• Economic organizations must meet the conditions and carry out investment procedures as prescribed for foreign investors when investing to establish other economic organizations; investing by contributing capital, purchasing shares, purchasing capital contributions of other economic organizations; investing in the form of a BCC contract if that economic organization falls into one of the following cases:  
• Foreign investors hold more than 50% of charter capital or the majority of general partners are foreign individuals for economic organizations that are partnerships;  
• Economic organizations specified in point a of this clause hold more than 50% of charter capital;
• Foreign investors and economic organizations specified in point a of this clause hold more than 50% of charter capital.
• Economic organizations with foreign investment that have been established in Vietnam, if there is a new investment project, then carry out procedures for implementing that investment project without necessarily establishing a new economic organization.

2) Investment in the form of capital contribution, share purchase, capital contribution portion purchase

a) Investors have the right to contribute capital, purchase shares, and purchase capital contribution portions of economic organizations and must meet the following regulations and conditions:

• Market access conditions for foreign investors specified in Article 9 of this Law;

• Ensuring national defense and security as prescribed by this Law;  
• Provisions of the law on land on the conditions for receiving land use rights, conditions for land use on islands, communes, wards, border towns, communes, wards, coastal towns.

b) Forms of capital contribution, share purchase, capital contribution portion purchase

(i) Investors can contribute capital to economic organizations in the following forms:

• Purchasing newly issued shares or additionally issued shares of joint-stock companies;
• Contributing capital to limited liability companies, partnerships;  
• Contributing capital to other economic organizations not falling under the cases specified in points a and b of this clause.  

(ii) Investors purchase shares, purchase capital contribution portions of economic organizations in the following forms:

• Purchasing shares of joint-stock companies from companies or shareholders;
• Purchasing capital contribution portions of members of limited liability companies to become members of limited liability companies;
• Purchasing capital contribution portions of contributing members in partnerships to become contributing members of partnerships;
• Purchasing capital contribution portions of members of other economic organizations not falling under the cases specified in points a, b and c of this clause.

c) Procedures for contributing capital, purchasing shares, purchasing capital contribution portions:

(i) Investors contributing capital, purchasing shares, purchasing capital contribution portions of economic organizations must meet the conditions and carry out procedures for changing members, shareholders as prescribed by law corresponding to each type of economic organization.

(ii) Foreign investors carry out procedures for registering capital contributions, share purchases, capital contribution portion purchases of economic organizations before changing members, shareholders if they fall into one of the following cases:

• The capital contribution, share purchase, share portion purchase increases the ownership ratio of foreign investors in economic organizations doing business in sectors with conditional market access for foreign investors;
• The capital contribution, share purchase, share portion purchase leads to foreign investors, economic organizations specified in points a, b and c of clause 1 of Article 23 of this Law holding more than 50% of the charter capital of the economic organization in the following cases: increasing the ownership ratio of foreign investors from less than or equal to 50% to over 50%; increasing the ownership ratio of foreign investors when foreign investors already own over 50% of the charter capital in the economic organization;  
• Foreign investors contribute capital, purchase shares, purchase capital contribution portions of economic organizations that have land use right certificates on islands and communes, wards, border towns; communes, wards, coastal towns; other areas affecting national defense and security.  

d) Dossier for registering capital contribution, share purchase, capital contribution portion purchase:

• Document registering capital contribution, share purchase, capital contribution portion purchase;
• Copies of legal documents of individuals, organizations contributing capital, purchasing shares, purchasing capital contribution portions and economic organizations with foreign investors contributing capital, purchasing shares, purchasing capital contribution portions;  
• Document on the principles of agreement on capital contribution, share purchase, share portion purchase between foreign investors and economic organizations with foreign investors contributing capital, purchasing shares, purchasing share portion purchase or between foreign investors and shareholders or members of that economic organization;  
• Copy of the land use right certificate of the economic organization with foreign investors contributing capital, purchasing shares, purchasing capital contribution portions.  

VI. Conclusion

Foreign investors are allowed to own and operate hotels in Vietnam with 100% foreign capital. However, legal compliance is required at each step of the investment process.

Given the complexity of investment procedures, we strongly recommend consulting with legal experts to navigate the regulatory landscape effectively. Our team at DB Legal is ready to assist you in every step of the process, from obtaining investment permits to ensuring full compliance with local laws.

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See the Vietnamese Version here.

 

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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