Foreign Ownership Restrictions for US Dental Investors in Vietnam: What You Need to Know

Vietnam has liberalized its foreign investment framework significantly in recent years, and dental clinic services are now open to 100% foreign ownership in most cases. However, specific conditions and restrictions apply that US investors must understand before structuring their investment. This guide examines the foreign ownership framework for dental clinics in Vietnam under the Vietnam’s WTO Commitments on Services, Law on Investment 2025 and related regulations.

Is 100% Foreign Ownership of a Dental Clinic Permitted?

Yes. Under the Vietnam’s WTO Commitments on Services, Law on Investment 2025, 100% foreign-owned dental clinics are permitted. A US investor can establish a wholly foreign-owned limited liability company to own and operate a dental clinic without requiring a Vietnamese partner.

This represents a significant opportunity compared to some other Southeast Asian markets where healthcare services are restricted to majority-local-ownership structures.

Conditions and Restrictions That Apply

While 100% ownership is permitted, several conditions apply:

• The investment must be registered and receive approval in the form of an Investment Registration Certificate (IRC) from the provincial Department of Finance;
• Dental clinic services are classified as a Conditional Business Sector (Nganh nghe kinh doanh co dieu kien), meaning the investor must demonstrate compliance with healthcare-specific conditions before the IRC is approved;
• The clinic must obtain a healthcare operating license (giay phep hoat dong) from the Ministry of Health or provincial Department of Health;
• The responsible clinical director and all practicing dentists must hold valid Vietnamese medical practice licenses—US licenses are not automatically valid;
• Foreign-invested dental clinics must comply with the same facility standards (Decree 96/2023/ND-CP) as domestically-owned clinics.

Restrictions on Specific Service Scopes

While basic dental clinic services are fully open to foreign investment, some adjacent healthcare services face restrictions:

• Certain types of hospital-level services or services involving controlled substances may be subject to additional licensing;
• Some specialty procedures may require additional MOH approvals;
• Advertising of dental services is subject to Vietnamese healthcare advertising regulations, including restrictions on before-and-after photos, price advertising, and comparison advertising.

US investors planning to offer a broad range of dental services—including cosmetic, orthodontic, implant, and maxillofacial services—should conduct a service-scope review with a Vietnamese healthcare lawyer to confirm all planned services are within the facility’s licensed scope.

Land Use and Facility Location Restrictions

US dental clinic investors cannot directly own land in Vietnam—foreigners and foreign-invested enterprises may only lease land, not own it freehold. Commercial property for dental clinics is typically leased through a long-term agreement with the landlord.

Investors should ensure:

• The lease term is sufficient to cover the business plan (minimum 5–10 years);
• The lease agreement includes provisions allowing healthcare facility registration at the address;
• The landlord’s land use right certificate (so do) is valid and the property is zoned for commercial/healthcare use;
• Building modifications required for clinic compliance can be legally made under the lease terms.

Profit Repatriation and Capital Transfer

US investors in Vietnamese dental clinics may repatriate profits to the United States after fulfilling all Vietnamese tax obligations. This requires:

• Annual tax finalization (corporate income tax, and any withholding taxes on dividends);
• Confirmation from a licensed auditor that the company has fulfilled all financial obligations;
• Transfer through licensed commercial banks in Vietnam.

US investors should also be aware of FBAR and FATCA reporting obligations in the United States for foreign bank accounts and investments, and should seek US tax advice in addition to Vietnamese legal counsel.

Conclusion

US dental investors can own and operate dental clinics in Vietnam on a 100% foreign-owned basis, subject to healthcare licensing, facility standards, and investment registration requirements. The framework is investor-friendly but requires careful compliance planning. TTVN Legal advises US dental investors on structuring their investment, obtaining all required licenses, and maintaining ongoing regulatory compliance in Vietnam.