Introduction
A common question from US investors is whether they can own 100% of a dental clinic in Vietnam without a Vietnamese partner. The answer is yes — Vietnam’s legal framework allows foreign nationals, including US investors, to establish 100% foreign-owned companies to operate dental clinics and other medical facilities, subject to specific conditions. This comprehensive guide explains exactly how US investors can set up a fully foreign-owned dental clinic in Vietnam.
Legal Basis for 100% Foreign Ownership
Vietnam’s Law on Investment 2025 and the country’s commitments under the World Trade Organization (WTO) — specifically in the GATS (General Agreement on Trade in Services) — allow foreign-invested enterprises to provide healthcare services including dental care. The US-Vietnam Bilateral Trade Agreement (BTA) further supports market access for US service providers.
Under these frameworks, US investors may establish a 100% foreign-owned limited liability company (LLC) or joint stock company (JSC) to own and operate dental clinic facilities in Vietnam. There is no legal requirement to have a Vietnamese partner in the ownership structure, although there may be practical reasons to consider one.
Investment Registration Process
Step 1 – Register the Legal Entity: After obtaining the IRC, register the company and obtain an Enterprise Registration Certificate (ERC) from the Business Registration Office. The ERC is the company’s legal identity document.
Step 2 – Apply for an Investment Registration Certificate (IRC): US investors must apply to the Department of Planning and Investment of the relevant province or city (e.g., Ho Chi Minh City) for an IRC. The IRC formalizes the investment project, specifying business sector, capital amount, location, and project duration.
Step 3 – Contribute Capital: US investors must transfer the committed investment capital into the company’s direct investment capital account in Vietnam within the timeline specified in the IRC.
Healthcare Facility Licensing for the Dental Clinic
After investment registration, the US-owned company must apply for an Operating License for the dental clinic from the provincial Department of Health. This license is issued under the Law on Medical Examination and Treatment 2023 and Decree No. 96/2023/ND-CP.
Physical Facility Conditions (Article 40 and 47, Decree 96/2023/ND-CP):
- Fixed premises meeting structural safety, fire safety, infection control, environmental protection, and radiation safety standards;
- Patient reception area;
- Examination room: minimum 10 m²;
- Minimum 1 dental chair; each dental chair requires at least 5 m²;
- Separate implant room of minimum 10 m² if implant procedures are offered;
- Emergency anaphylaxis kit and emergency medications;
- Medical equipment appropriate to the registered clinical scope.
Personnel Requirements (Article 47.2, Decree 96/2023/ND-CP):
- The responsible clinical manager must be a licensed doctor with a Vietnamese medical practice license, with a scope of practice in dentistry or specialized dental surgery.
- All clinical practitioners must hold valid Vietnamese medical practice licenses.
Dossier for the Operating License
The operating license application dossier for a foreign-invested dental clinic includes (per Decree 96/2023/ND-CP):
- Application form (Form No. 02, Appendix II of Decree 96);
- Certified copy of the Investment Certificate or Enterprise Registration Certificate;
- Certified copies of medical practice licenses of the responsible clinical manager and all practitioners;
- Physical facility, medical equipment, and personnel declaration (Form No. 08, Appendix II);
- List of all practitioners registered at the facility (Form No. 01, Appendix II);
- Proposed list of technical and clinical services to be offered.
Additional Regulatory Compliance
In addition to the operating license, a 100% US-owned dental clinic in Vietnam must comply with:
- Fire Safety: Comply with Decree 105/2025/ND-CP — including fire equipment, evacuation routes, fire brigades, and staff training.
- Radiation Safety: If dental X-ray equipment is used, obtain a radiation license from the provincial Department of Science and Technology and comply with Circular 59/2025/TT-BKHCN (equipment standards, lead shielding, staff dose monitoring, safety training).
- Infection Control: Comply with Decision 5991/QD-BYT — including 9 standard precautions, instrument sterilization, waste management, and annual staff training.
- Environmental Compliance: Medical waste management must comply with applicable environmental regulations.
Why Choose Ho Chi Minh City for Your Dental Clinic?
Ho Chi Minh City (HCMC) is Vietnam’s largest commercial hub and home to the largest concentration of expatriates and middle-class consumers. Demand for international-standard dental care is highest in HCMC, making it the optimal location for US investors establishing premium dental clinics. The city’s well-developed business infrastructure, access to professional talent, and concentration of international clients make it the natural starting point for US-invested healthcare ventures.
Conclusion
US investors can establish 100% foreign-owned dental clinics in Vietnam — a legally permitted and commercially attractive option. The process involves investment registration, enterprise registration, and healthcare facility licensing under Decree 96/2023/ND-CP, along with compliance with fire safety, radiation, infection control, and environmental regulations.
TTVN Legal is a specialist legal firm in Ho Chi Minh City focused on healthcare facility setup for foreign investors. We guide US investors through every step of establishing a 100% foreign-owned dental clinic in Vietnam.
📞 Contact TTVN Legal – Healthcare Setup Vietnam
📍 101 Nguyen Van Thu, Tan Dinh Ward, Ho Chi Minh City, Vietnam
📱 +84 349661336
📧 tham@ttvnlegal.com.vn
🌐 https://ttvnlegal.com.vn/
