Advertising Business: What Restrictions Apply to FDI Enterprise ?

1. Overview of Advertising Activities

FDI enterprises operating in this sector must clearly determine the legal scope of the concept of “advertising” before undertaking any activities. Under Clause 1, Article 2 of the Law on Advertising 2012 (as amended and supplemented in 2019 and 2025), advertising means the use of persons or means to introduce to advertising recipients products, goods, services, and organizations or individuals engaged in the production or trading of such products, goods, and services.

According to Decision No. 36/2025/QD-TTg, advertising falls under code 731 - 7310 - 73100. Accordingly, advertising business activities encompass the entire process from content creation to message distribution across media channels. In practice, advertising enterprises are not only content producers but also responsible for planning, media buying, and measuring campaign effectiveness across the full channel ecosystem.

The scope of advertising activities spans multiple platforms and formats, including:

• Advertising via mass media: Print newspapers, magazines, radio, television, the internet, and digital platforms;

• Outdoor advertising: Billboards, panels, notice boards, shop windows, exhibition halls, showrooms, public transport vehicles, and aerial advertising;

• Production and distribution of advertising materials: Design of printed materials and advertisements, provision of display spaces on signage, and website interface design;

• Advertising services supporting business activities: Direct mail advertising, point-of-sale marketing, brand promotion, and marketing strategy consulting to attract and retain customers.

In practice, most of these activities are implemented through professional advertising companies or media agencies acting on behalf of enterprises seeking to promote their products and services.

Advertising services business

2. Market Access Conditions for Foreign Investors in the Advertising Sector

Under Vietnam’s WTO Schedule of Specific Commitments in Services, advertising services fall under CPC 871. In this sector, Vietnam permits foreign investors to establish joint ventures with Vietnamese partners already licensed to provide advertising services, but did not initially allow the establishment of wholly foreign-owned enterprises upon WTO accession. However, since 2009, the capital contribution ratio of foreign investors has no longer been restricted.

Under Vietnamese law, advertising services are classified as a conditional market access sector for foreign investors pursuant to Article 6, Section B, Appendix I of the List of Sectors with Restricted Market Access for Foreign Investors issued together with Decree No. 96/2026/ND-CP. Accordingly, FDI enterprises engaging in advertising must accurately identify the relevant business lines, verify applicable conditions, and prepare dossiers satisfying each requirement.

More specifically, foreign investors investing in Vietnam must comply with market access conditions under the WTO commitments and Clause 3, Article 8 of the Law on Investment 2025 as follows:

• Capital ownership ratio: No restriction on foreign ownership;

• Investment form: Joint venture;

• Scope of activities: No restriction on the scope of advertising activities, provided compliance with the Law on Advertising, including prohibitions on advertising banned products or services and adherence to regulations on content, form, and means of advertising;

• Investment procedures: Obtain an Investment Registration Certificate in accordance with the Law on Investment 2025;

• Advertising conditions: Obtain sub-licenses for specific advertising products in accordance with Article 20 of the Law on Advertising 2012 (as amended and supplemented in 2019 and 2025).

Read more: Working in Vietnam: Legal notes for foreigners

3. Restrictions on FDI Enterprises Engaging in Advertising Business

Unlike domestic enterprises, FDI enterprises must comply with a distinct legal framework imposing specific conditions on operational structure, investment scope, licensing, and sectoral control. These restrictions stem from Vietnam’s selective market opening commitments under the WTO and relevant investment and advertising laws.

A key legal barrier is the investment form requirement. Under WTO commitments, foreign investors must enter the advertising sector through a joint venture with a Vietnamese partner licensed to provide advertising services. Accordingly, foreign investors are not permitted to establish wholly foreign-owned enterprises to conduct advertising business in Vietnam.

A mandatory condition is that the Vietnamese partner must be an entity already licensed to provide advertising services; not every Vietnamese enterprise is eligible to participate in such joint ventures. In practice, many foreign investors fail to thoroughly verify the legal status of their partners, resulting in joint ventures that do not meet WTO market access conditions. This represents a common risk where partner selection is based on existing business relationships rather than licensed legal eligibility.

Moreover, for foreign investors lacking local networks, identifying suitable joint venture partners is further complicated by the absence of a public database listing legally qualified advertising partners. Even where legally eligible candidates are identified, investors must independently assess financial capacity, market reputation, and long-term operational commitment - an evaluation process requiring local expertise that many foreign investors do not possess.

Additionally, although WTO commitments do not restrict foreign ownership ratios in advertising joint ventures, a high capital contribution does not substitute for the legal eligibility requirement of the Vietnamese partner.  The selection of an inappropriate partner or the failure to properly verify the partner’s legal status may result in the entire investment structure violating market access conditions. Depending on the nature and severity of the violation, the investor may be subject to administrative sanctions, required to restructure the investment, have its operations suspended, or have its Investment Registration Certificate revoked, which may ultimately lead to the termination of the entire project in accordance with the Investment Law 2025. Moreover, selecting an unsuitable strategic partner that results in non-compliance with regulations governing advertising business activities may lead to penalties ranging from warnings to the revocation of licenses or practicing certificates under Decree No. 38/2021/ND-CP (as amended and supplemented by Decree No. 128/2022/ND-CP).

Restrictions on FDI enterprises engaging in advertising service business

4. Recommendations for FDI Enterprises Investing in the Advertising Sector

FDI enterprises should establish a legal compliance strategy from the investment preparation stage, rather than after commencing operations. Misidentifying the investment form or overlooking sector-specific conditions may result in significant legal consequences and costly remediation. Key recommendations under the current legal framework include:

• Verify market access conditions prior to investment registration;

• Register the correct business line codes;

• Obtain all required licenses for each type of advertising activity such as: the Cosmetic Product Declaration Form for advertising of cosmetics; the Certificate of Registration of Plant Protection Products for advertising of plant protection products; the Marketing Authorization Certificate for veterinary drugs and the Summary of Product Characteristics for advertising of veterinary drugs,…;

• Establish internal content review and compliance procedures;

• Regularly update applicable laws and regulations;

• Clearly define legal responsibilities in the joint venture agreement.

Read more: Legal Procedures for Outbound Investment: What You Need to Know

5. Conclusion

FDI enterprises engaging in advertising business in Vietnam must operate within a multi-layered legal framework encompassing market access conditions, investment form, business licensing, content control, and legal liability. Any compliance failure may result in administrative sanctions or impact the validity of the investment license. For legal advice on foreign-invested advertising business, please contact Lexsol for direct support.