Vietnamese dual nationals may elect domestic investment procedures

Vietnam’s new Investment Law took effect on 1 March 2026, and the decree implementing it on 31 March. Decree 96/2026 gives an investor who holds Vietnamese nationality and a foreign nationality at the same time an express choice: to be assessed on the market-access conditions and investment procedures laid down for a domestic investor, or on those laid down for a foreign one.

Two definitions that fit the same person

Luật Đầu tư số 143/2025/QH15 sorts individuals by nationality alone. Article 3.19 defines a foreign investor as an individual holding a foreign nationality — or an entity formed under foreign law — carrying on investment or business activity in Vietnam. Article 3.20 defines a domestic investor as an individual holding Vietnamese nationality, together with any economic organisation that has no foreign investor among its members or shareholders.

An individual holding Vietnamese and foreign nationality at once answers both descriptions, and the Act does not say which governs. Under Article 3.22, an economic organisation counts as foreign-invested where a foreign investor is a member or a shareholder, with no minimum holding attached. Whether a dual national electing domestic treatment is a foreign investor for that purpose is left open, and is dealt with below.

For the company’s own onward investment, Article 20 applies separate tests. It must meet foreign-investor conditions and procedure where foreign investors hold more than 50% of charter capital — or, in a partnership, a majority of general partners are foreign individuals — or where an entity meeting either of those tests, alone or together with foreign investors, holds more than 50%. Otherwise, domestic rules govern its onward investment.

The election the decree creates

Article 16.2 of Decree 96/2026 addresses the overlap directly. For investment and business activity carried out in Vietnam, an investor who is a Vietnamese citizen and at the same time holds a foreign nationality has the right to elect the market-access conditions and investment procedures applying either to a domestic investor or to a foreign investor. Where that investor elects domestic treatment, the decree adds, they may not exercise the rights and obligations laid down for a foreign investor.

The conditions a foreign investor must satisfy to contribute capital or buy shares in an existing Vietnamese company are set by Article 21.2 of the Act “and Articles 15, 16 and 17 of this Decree” — so the article carrying the election is written into the conditions for the transaction itself.

Outside the list at Appendix I of the decree, a foreign investor already has the same market access as a domestic one; Section A of that list names lines foreign investors may not enter, and Section B lines open on conditions published under Article 18. Market access is not the only gate. Article 21.2 also requires compliance with defence and security conditions, and with land-law conditions on receiving land-use rights and using land on islands, in border communes, wards and special zones, and in coastal communes and wards.

The right belongs to a citizen

Acquiring a second nationality does not, by itself, end the first. The consolidated Nationality Law, published in the Official Gazette of 3 August 2025, lists the grounds for losing Vietnamese nationality at Article 26: being permitted to renounce it, being stripped of it, having a naturalisation or restoration decision annulled, the cases at Article 18.2 and Article 35, and treaty. Naturalising abroad is not among them.

Article 38.1 places the decision on renunciation with the President, and Article 27 sets three categories of restriction. It is not yet permitted where the applicant owes tax to the State or carries property obligations in Vietnam, is under criminal prosecution, is serving a judgment or decision of a Vietnamese court, is detained awaiting enforcement, or is serving an administrative handling measure. It is not permitted at all where it would harm the national interest. Cadres, civil servants and those serving in the People’s Armed Forces may not renounce.

Article 16.2 ties the two together by its own wording. The right belongs to “an investor who is a Vietnamese citizen and at the same time holds a foreign nationality”, and on the face of the text a person who is no longer a Vietnamese citizen falls outside that description. No circular or guidance on the point was found.

When registration must precede a shareholder change

For foreign-investor capital contributions and share purchases, Article 21.3 of the Act confines advance registration to three cases: where the transaction raises the ownership ratio of foreign investors in a company operating in a line with conditional market access; where it takes foreign investors — or economic organisations within Article 20.1 — above 50% of charter capital, whether crossing that line or adding to a holding already above it; and where the target holds a land-use right certificate on an island, in a border commune, ward or special zone, in a coastal commune or ward, or in another area affecting defence and security.

Outside those three, the decree has the economic organisation receiving the investment register the change of members or shareholders at the business registration authority under enterprise law, which has not been replaced and remains Law 59/2020/QH14 as amended in 2022 and 2025. Where advance registration is required, the dossier goes to the investment registration authority where the company has its head office, and in the first two cases that authority has 10 working days from a valid dossier to examine the conditions and notify both the investor and the company. Transfers that are not sales are caught too: a foreign person taking shares by exchange, gift, another transfer of ownership or inheritance meets the same conditions and follows the same procedure.

What the instruments do not settle

Whether a dual national electing domestic treatment thereby keeps the company outside Article 3.22 is not addressed: the election is expressed over conditions and procedures, while the company’s classification attaches to the presence of a foreign investor among its members. The provisions read set no form, filing or record for the election, and do not say whether it is made once or transaction by transaction. And no transitional provision was found for a holding acquired while the owner was a dual national and still held after the Vietnamese nationality ends; the Act’s transitional article deals with projects, approvals and certificates, not with a change in a shareholder’s status.

What to watch

Law 24/2026/QH16, signed on 24 August 2026, has been passed but is not in force: it applies from 1 March 2027, with two provisions from 1 January 2027. It amends the prohibited-business article and replaces Appendix IV, the list of conditional business lines, and leaves Articles 3, 8, 20 and 21 untouched. Appendix IV is a different list from the market-access appendix in the decree; if a line were dropped from the conditional list, that alone would not answer the market-access question.

An investor holding Vietnamese and foreign nationality at once has the express choice the decree sets out, over market-access conditions and investment procedures. What the instruments do not fix is what that election does to the company’s own classification, how it is to be recorded, or what becomes of a holding once the Vietnamese nationality is gone. Those are the three questions for counsel. Article 27 separately sets the conditions that restrict renunciation, and an outstanding tax liability in Vietnam is one of them.