Foreign investment in Vietnam’s education sector: Key legal considerations for foreign investors

1. Education is a conditional market for foreign investors

Foreign investors should first determine whether their proposed education activity is subject to market access conditions.

Under Vietnam’s investment regulations, foreign investors enjoy market access on the same basis as domestic investors unless the relevant sector is included in the list of sectors with restricted market access.

Education services are subject to specific conditions for foreign investors. Therefore, an investor should not assume that the establishment of an education-related company automatically gives the investor the right to conduct all forms of educational activities.

The market access assessment should be conducted based on the actual business model, rather than simply the name of the proposed company or the general business line registered on the Enterprise Registration Certificate.

Depending on the project, the investor may need to consider the applicable rules on foreign ownership, investment form, scope of activities and sector-specific conditions.

2. The first step is to identify the exact education model

One of the most important legal considerations is determining what type of educational activity the investor intends to conduct. For example, the legal requirements may differ substantially between:

• A foreign-language or short-term training centre;
• A preschool;
• A primary or secondary school;
• A continuing education institution;
• A vocational education institution;
• A higher education institution;
• A foreign educational institution operating a branch in Vietnam; or
• An institution providing a foreign educational programme in Vietnam.

This classification directly affects the applicable requirements concerning capital, facilities, teachers, curriculum, student capacity and licensing. Accordingly, a foreign investor should define the proposed educational model before preparing the investment application.

3. Foreign investors should distinguish investment registration from educational licensing

A common misconception is that obtaining an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC) is sufficient to commence educational operations. The investment registration procedure and the approval or licensing of educational activities are separate legal matters.

Under the current regulatory framework, the investor may first need to establish the investment project and the relevant legal entity, while the educational institution must subsequently satisfy the conditions applicable to its specific educational activities.

For preschool and general education institutions, Decree No. 360/2026/ND-CP now provides detailed requirements concerning establishment, operation, facilities, educational programmes and other matters.

For vocational education and higher education, Decree No. 361/2026/ND-CP provides the current framework for establishment and operation, including specific requirements for foreign educational institutions and foreign-invested institutions.

Therefore, the legal roadmap for an education investment project should be prepared as a multi-stage process, rather than treating company establishment as the final licensing step.

4. Capital requirements should be assessed at the project-planning stage

Education projects may be subject to significant financial requirements. For example, under Decree No. 360/2026/ND-CP, a private general education institution must have an investment level of at least VND 50 million per student, excluding land-use costs. The total investment capital must not be lower than VND 50 billion, with the calculation based on the projected maximum student capacity.

This means that the investor should not determine the registered investment capital independently from the proposed scale of the school.

The proposed number of students, development phases and physical facilities may all affect the financial requirements applicable to the project.

For higher education and vocational education projects, investors must also assess the financial capacity requirements under the applicable regulations.

Decree No. 361/2026/ND-CP, for example, requires evidence of financial capacity for higher education projects, including documents such as credit agreements, credit commitments, evidence of funds already allocated or invested, or documents demonstrating ownership and value of assets contributed as capital, depending on the investment structure. Therefore, foreign investors should prepare evidence of financial capacity at an early stage rather than treating the capital requirement as a purely registration matter.

5. Location and facilities are critical to education projects

For many foreign investors, securing suitable premises is one of the most important practical issues. An address that is acceptable as a normal corporate office may not necessarily satisfy the requirements applicable to an educational institution. Under Decree No. 360/2026/ND-CP, educational institutions must satisfy requirements relating to facilities, teaching and learning materials, management personnel, teachers and supporting staff, as well as sufficient financial resources to maintain educational activities.

For general education institutions, the facilities must be appropriate for the relevant educational programme and projected scale.

For higher education institutions, Decree No. 361/2026/ND-CP also requires legal evidence concerning the lawful use of land and assets attached to land, together with evidence of compliance with investment and construction regulations. For foreign-invested higher education institutions, the relevant land documentation must demonstrate lawful use of the land and assets serving the institution’s educational activities under Vietnamese law.

Accordingly, foreign investors should conduct a legal and technical review of the proposed premises before entering into a long-term lease or committing substantial construction expenditure.

6. Foreign educational programmes require additional legal review

Foreign investors often intend to introduce an overseas curriculum or educational programme into Vietnam. However, the fact that a programme is lawfully used in another country does not automatically mean that it can be implemented in Vietnam. The foreign-invested education framework contains specific requirements concerning foreign educational programmes, including requirements relating to recognition or accreditation, the period during which the programme has been implemented overseas, and the right to use the programme in Vietnam.

The programme must also be compatible with Vietnamese requirements concerning national security, public interests, culture, ethics and other mandatory educational principles. Therefore, where the investment project is based on an international curriculum, the investor should conduct legal due diligence on:

• The owner of the curriculum;
• The legal right to use the curriculum in Vietnam;
• Accreditation or recognition status;
• The curriculum’s history of implementation;
• The subjects and learning content;
• The language of instruction; and
• Compatibility with mandatory Vietnamese educational requirements.

This review should be completed before the investor finalizes the proposed educational model.

7. Teachers and foreign employees require separate compliance review

The operation of an education institution may require a significant number of foreign teachers, lecturers, managers or specialists. Their employment should be reviewed separately from the investment and educational licensing procedures.

Depending on the position and institution, foreign personnel may need to satisfy professional qualifications and other sector-specific requirements in addition to Vietnam’s rules on foreign employees. The investor should therefore assess:

1. Whether the position can be held by a foreign national;
2. The professional qualifications required for the position;
3. Whether a work permit or exemption applies;
4. The documents required to prove qualifications and experience; and
5. The immigration and residence status required for the foreign employee.

This is particularly important for projects relying heavily on foreign teachers or lecturers because failure to properly structure the workforce may affect the institution’s ability to commence or maintain educational operations.

8. Foreign investors should pay attention to the 2026 regulatory changes

Decree No. 360/2026/ND-CP, issued on 17 September 2026, regulates conditions for investment and operation of preschool, general education, continuing education and other educational institutions within its scope. It expressly applies to certain educational institutions invested in by domestic or foreign investors.

At the same time, Decree No. 361/2026/ND-CP, also issued on 17 September 2026, establishes the current framework for vocational education, higher education and educational quality accreditation.

Decree No. 361/2026/ND-CP also repeals or replaces a number of provisions previously found in Decree No. 125/2024/ND-CP and Decree No. 86/2018/ND-CP, as amended by Decree No. 124/2024/ND-CP, particularly provisions concerning foreign-invested higher education institutions and branches of foreign higher education institutions in Vietnam.

This is particularly important for investors who rely on legal advice, templates or licensing checklists prepared before September 2026. An old checklist may no longer accurately reflect the current competent authority, conditions or licensing procedure.

9. Foreign investors should not overlook the investment structure

Foreign investment in education can be structured in different ways depending on the investor's objectives. A foreign investor may consider, among other possibilities:

• Establishing a new foreign-invested enterprise;
• Contributing capital to an existing Vietnamese enterprise;
• Acquiring shares or capital contributions in an existing education business; or
• Cooperating with an existing Vietnamese educational institution.

The appropriate structure depends on the proposed activity and the legal status of the target institution. For an acquisition or capital contribution transaction, the investor should conduct due diligence not only on the corporate entity but also on the target institution’s educational licences, curriculum, premises, teachers, student records and regulatory compliance. A transaction that is legally possible from a corporate perspective may still create significant regulatory issues if the underlying educational institution does not satisfy sector-specific requirements.

10. What should foreign investors do before entering Vietnam’s education market?

A foreign investor considering an education project should conduct a legal review covering at least the following areas:

Step 1: Define the business model

Identify exactly what educational services will be provided, who the students will be and which programme will be used.

Step 2: Conduct a market access assessment

Determine the applicable conditions for foreign investors and verify whether the proposed activity falls within a restricted market-access sector.

Step 3: Select the investment structure

Assess whether the project should be implemented through a new foreign-invested entity, capital contribution, acquisition or another permitted structure.

Step 4: Review sector-specific requirements

Assess the requirements concerning capital, facilities, curriculum, teachers, student capacity and educational operations.

Step 5: Conduct a location due diligence

Verify land-use rights, permitted use, construction status, facilities and the suitability of the premises for the intended educational model.

Step 6: Prepare the licensing roadmap

Map out the investment registration, enterprise establishment and educational establishment/operation procedures applicable to the project.

Step 7: Establish an ongoing compliance framework

After commencement, regularly review educational, labour, immigration, tax, investment and corporate compliance requirements.

11. Conclusion

Foreign investment in Vietnam’s education sector presents significant opportunities, but the sector requires careful legal planning because investors must comply with both investment regulations and education-specific requirements. The legal framework is also evolving. The issuance of Decree No. 360/2026/ND-CP and Decree No. 361/2026/ND-CP on 17 September 2026 represents an important development in the regulation of educational institutions and activities in Vietnam.

For foreign investors, the most important consideration is therefore not simply whether investment in education is permitted. The investor should determine what type of education activity is proposed, what investment structure will be used, what conditions apply to the relevant institution, what approvals are required, and whether the proposed facilities, curriculum, personnel and financial resources satisfy Vietnamese law. A project-specific legal assessment conducted before investment can help foreign investors identify market-access conditions, structure the investment appropriately and avoid costly adjustments after the project has already been implemented.

As Vietnam continues to update its investment and education regulatory framework, foreign investors should also ensure that their legal due diligence and compliance procedures are based on the regulations currently in force at the time of investment, rather than relying solely on previously prepared legal materials.

See more at:

1) Establishing a Pre-School in Vietnam

2) Foreign Investment in Vietnam Education;

3) Opening an English Langugue Center in Vietnam;

4) Procedures For Foreign Degree Recognition In Vietnam