[2026 Update] Procedures for Establishing Sports and Entertainment Service Companies, excluding Video Game Business in Vietnam (CPC 96112, except video tapes)

I. Legal Basis:

• VJEPA, AFAS, CPTPP;

• Law on Physical Training and Sports as amended in 2018;

• Law on Libraries 2019;

• Decree No. 36/2019/ND-CP dated April 29, 2019, of the Government detailing a number of articles of the Law amending and supplementing a number of articles of the Law on Physical Training and Sports;

• Decree No. 93/2020/ND-CP dated August 18, 2020, of the Government detailing a number of articles of the Law on Libraries.

II. Content of Market Access Restrictions for Sports and Entertainment Services, excluding video game business in Vietnam (CPC 96112, except video tapes).

1. VJEPA has opened without restriction for Library Services, Archive Services (96311, 96312), and Sports Services (CPC 9641).

2. AFAS has opened without restriction for Library Services (CPC 96311) except for online library services; simultaneously opened Gym and Fitness Services (CPC 96413) with the foreign investor's charter capital ownership ratio in the economic organization 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, qigong, and adventure sports clubs.

4. Vietnamese Law: Conditions for establishing libraries by foreign organizations and individuals serving Vietnamese people are prescribed in Article 21 of Decree 93/2020/ND-CP.

IV. What are the Investment and Business Procedures for Foreign Investors in Vietnam?

According to the provisions of the Law on Investment 2025 regarding forms of investment in Vietnam, the following contents are included:

Forms of Investment:

1. Investment to establish an economic organization.

2. Investment by contributing capital, purchasing shares, or purchasing capital contributions.

3. Execution of investment projects.

4. Investment in the form of a Business Cooperation Contract (BCC).

5. New forms of investment and types of economic organizations as prescribed by the Government.

Investment to Establish an Economic Organization

1. Domestic investors establish economic organizations in accordance with the law on enterprises and laws corresponding to each type of economic organization.

2. Foreign investors may establish an economic organization to execute an investment project before performing procedures for the issuance or adjustment of the Investment Registration Certificate and must meet market access conditions for foreign investors prescribed in Article 8 of this Law when performing procedures for establishing the economic organization.

Investment in the Form of Contributing Capital, Purchasing Shares, or Purchasing Capital Contributions

1. Investors have the right to contribute capital, purchase shares, or purchase capital contributions of economic organizations.

2. The contribution of capital, purchase of shares, or purchase of capital contributions of economic organizations by foreign investors must meet the following regulations and conditions: a) Market access conditions for foreign investors prescribed in Article 8 of this Law; b) Ensuring national defense and security in accordance with this Law and relevant laws; c) Provisions of the law on land regarding conditions for receiving land use rights, conditions for using land on islands; communes, wards, special border areas; coastal communes and wards.

3. Foreign investors perform procedures to register capital contribution, purchase of shares, or purchase of capital contributions of economic organizations before changing members or shareholders if they fall into one of the following cases:

a) The capital contribution, purchase of shares, or purchase of capital contributions increases the ownership ratio of foreign investors in economic organizations conducting business in sectors or trades with conditional market access for foreign investors;

b) The capital contribution, purchase of shares, or purchase of capital contributions leads to foreign investors or economic organizations prescribed in Points a, b, and c, Clause 1, Article 20 of this Law holding more than 50% of the charter capital of the economic organization in the cases: increasing the charter capital ownership ratio of foreign investors from 50% or less to over 50%; increasing the charter capital ownership ratio of foreign investors when the foreign investor already owns more than 50% of the charter capital in the economic organization;

c) Foreign investors contribute capital, purchase shares, or purchase capital contributions of economic organizations having Land Use Right Certificates on islands and communes, wards, special border areas; coastal communes and wards; other areas affecting national defense and security.

Investment in the Form of a BCC Contract

1. BCC contracts signed between domestic investors are performed in accordance with the law on civil matters and relevant laws.

2. BCC contracts signed between a domestic investor and a foreign investor or between foreign investors perform procedures for the issuance of the Investment Registration Certificate as prescribed in Article 26 of this Law.

3. Parties participating in a BCC contract establish a coordination board to execute the BCC contract. The functions, duties, and powers of the coordination board are agreed upon by the parties.

4. During the execution of the BCC contract, the participating parties may agree to use assets formed from the business cooperation to establish an enterprise in accordance with the law on enterprises.

V. Conclusion:

Joining the sports, entertainment, and library services market in Vietnam opens up great opportunities but also comes with many legal barriers regarding market access restrictions. Depending on the nationality of the investor and the specific type of service (such as gyms, libraries, or sports clubs), the regulations on capital contribution ratios and investment forms will differ clearly according to the international Agreements to which Vietnam is a member.

To ensure a smooth investment process, investors need to pay special attention to choosing the appropriate form of investment—from establishing a new economic organization to contributing capital or purchasing shares—while ensuring strict compliance with conditions on security, defense, and land use. Mastering the legal roadmap right from the preparation stage not only helps businesses avoid unfortunate risks but also creates a solid foundation for sustainable development in the Vietnamese market.