Foreign investment in Vietnam’s aviation sector from 2026: limitations to note

Foreign investors who want to enter the commercial aviation sector in Vietnam from 2026 should note that capital as well as control and joint-venture structure are limited under new regulations.

On 15 June 2026, the Government of Vietnam promulgated Decree No. 208/2026/ND-CP (“Decree 208”), which regulates civil air transport activities, and officially takes effect on 01 July 2026.

Decree 208 establishes the legal framework governing the conditions applicable to various categories of air transport business, including commercial air transport services and specialized air transport services.

In this article, BLawyers Vietnam sets out 03 key legal issues that foreign investors should take into account when making capital contributions, acquiring shares, or purchasing equity interests in enterprises engaged in commercial air transport services in Vietnam from 2026 onward, including: (i) market entry conditions; (ii) foreign ownership limits and joint-venture structure requirements; and (iii) restrictions relating to corporate governance and operational control.

1. Conditions for conducting commercial air transport business

Under Decree 208, an enterprise engaging in commercial air transport services must simultaneously satisfy the requirements relating to capital, organizational structure, and aircraft operation plans.

(i) Capital requirements

Decree 208 prescribes the minimum equity capital requirements based on the scale of aircraft operations as follows:

1. Operating up to 10 aircraft: VND 300 billion;
2. Operating from 11 to 30 aircraft: VND 600 billion; and
3. Operating more than 30 aircraft: VND 700 billion.

For enterprises conducting non-scheduled commercial air transport services, the minimum equity capital requirement is VND 100 billion. Where an enterprise engages in both scheduled and non-scheduled commercial air transport services, the higher applicable capital requirement shall apply.

(ii) Organizational structure requirements

According to Decree 208, an enterprise must appoint a Chief Executive Officer and designated personnel responsible for the principal operational functions, including safety management, quality management, aviation security, flight operations, ground operations, flight crew training, and aircraft maintenance management.

In addition, each of the appointed personnel must possess at least 03 years of experience in his or her respective field of responsibility.

(iii) Aircraft operation plan

Pursuant to Article 9 of Decree 208, an enterprise is required to prepare an aircraft operation plan, which must include the following:

1. The number, type, and age of the aircraft, and the form of aircraft lease or purchase;
2. The proposed operational plan and the intended scope of commercial air transport business; and
3. The aircraft maintenance plan and the human resources plan to ensure the safe operation and maintenance.

2. Limitations for foreign investors in capital contributions and joint venture structures

For commercial air transport businesses with foreign investor participation, Decree 208 imposes a stringent regulatory framework governing both direct and indirect foreign ownership. Accordingly, such enterprises must concurrently satisfy the following 03 requirements:

1. Foreign investors may hold no more than 34% of the charter capital;
2. At least one Vietnamese individual or one Vietnamese legal entity must hold the largest portion of the charter capital within the ownership structure; and
3. Where indirect ownership arises through a Vietnamese legal entity via capital contribution, share acquisition, or capital purchase, the foreign ownership ratio in such entity must not exceed 49% of its charter capital.

These provisions indicate that Decree 208 adopts a multi-layered control mechanism over foreign capital. It limits direct ownership but also extends to indirect ownership structures to prevent control over enterprises through intermediate corporate layers.

3. Restrictions on corporate governance and operational control in foreign-invested enterprises

Decree 208 has set limits on the participation right of foreign investors in corporate governance of commercial air transport enterprises as follows:

(i) The number of foreign members in the management and executive body must not exceed one-third of the total number of members; and

(ii) The management and executive body includes:

1. The General Director, Deputy General Directors, and Chief Executive Officer;
2. The Chief Accountant; and
3. Persons in charge of key functions such as safety, aviation security, flight operations, ground operations, flight crew training, and aircraft maintenance.

This provision reflects the regulatory characteristics of the aviation sector, where the law not only covers conventional managerial positions but also technical and operational roles that have a direct impact on the safety and security of flight operations.

Legal support from BLawyers Vietnam

BLawyers Vietnam can assist investors in evaluating the transaction structure, reviewing the ownership ratio, checking legal conditions and preparing a working plan with state agencies, specifically as follows:

• Advising on market access conditions to foreign investors in the aviation sector;
• Conducting legal due diligence on air transport services in Vietnam;
• Advising on ownership structures and joint venture models compliant with Vietnamese legal restrictions;
• Drafting and reviewing investment transaction documents;
• Advising on post-investment legal risk management; and
• Assisting in dealings with competent state authorities and resolving related disputes.

The above is not official advice from BLawyers Vietnam. If you have any questions or suggestions about the above, please contact us at info@blawyersvn.com. BLawyers Vietnam would love to hear from you.

Date: 14 July 2026

Writer: Ha Le