New Decree on Investment (Vietnam)

Author: Ngoc Hoang

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Publisher: Nagashima Ohno & Tsunematsu

Journal / Book: NO&T Asia Legal Review No.118 (June, 2026)

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*Please note that this newsletter is for informational purposes only and does not constitute legal advice. In addition, it is based on information as of its date of publication and does not reflect information after such date. In particular, please also note that preliminary reports in this newsletter may differ from current interpretations and practice depending on the nature of the report.

Background

On 11 December 2025, the National Assembly of Vietnam adopted the new Law on Investment (LOI 2025), which came into force on 1 March 2026, replacing the 2020 Law on Investment (LOI 2020). To implement the LOI 2025, the government issued Decree 96/2026/ND-CP on 31 March 2026 (Decree 96), which also came into force on the same day. Decree 96 supersedes Decree 31/2021/ND-CP (Decree 31) implementing LOI 2020, and Decree 19/2025/ND-CP on the special investment procedure (Decree 19).

The following key changes should be taken into account by foreign investors:

Investment procedures

Procedural reform

Under Decree 96, the procedures for registering new investment projects have been restructured and streamlined, resulting in a fully digitised process that marks a clear departure from Decree 31. The core of the reform is to simplify documentation requirements. For instance, it is no longer necessary to audit the investor’s financial statements from the previous two years, nor is it necessary to specify a time limit for commitments or guarantees regarding financial support from the parent company. Traditional financial and legal documents have been replaced with identification data from the national database, which is interconnected. The validity of electronic applications is officially recognised, eliminating the need for paper-based verification resulting in streamlining the application process. Investors now self-declare and take responsibility for the documents they submit to the investment management authorities (IMA).

Decree 96 has tightened administrative discipline by clearly stipulating the maximum time allowed for investors to rectify any non-compliant information. This prevents applications from being left pending indefinitely. Unlike Decree 31, the new regulations are more specific, requiring the IMA to issue a single notification for amendments. This notification sets out the time period within which investors must make any necessary changes or provide an explanation. If investors fail to respond within this timeframe, their application will be rejected automatically. Therefore, investors must pay particular attention to the deadlines for amending and supplementing their applications. All relevant government agencies must also adhere strictly to deadlines via the “default inter-agency coordination” mechanism. State authorities consulted by the IMA on a project must respond within seven working days via the National Document Interconnection System. Otherwise, the system will automatically record the response as “Agreed” and the authorities will bear joint responsibility with the lead IMA.

Thanks to these changes, the licensing timeframe has been substantially shortened. For instance, the regulatory timeframe for a project that does not require an Investment Policy Approval (IPA) is reduced from 15 days to 10 working days from the date on which the IMA receives the complete application.

Registration of investments and establishment of enterprises

Under Decree 19, investors were, for the first time, permitted to obtain an Enterprise Registration Certificate (ERC) to establish an enterprise before applying for an Investment Registration Certificate (IRC) under special investment procedures. Decree 96 retains this provision and extends it to cover all projects. New foreign investors now have the right to choose whether to establish enterprises before or after registering projects. If an enterprise is established first, the ERC application must include the investor’s commitment to meeting the market access conditions for foreign investors, as prescribed by law. The newly established enterprise must also complete the procedures to obtain an IRC within 12 months of its establishment date; otherwise, it must be dissolved. In practice, completing all the regulatory procedures required to dissolve a company – such as fulfilling tax obligations, terminating employment contracts and office lease agreements, and liquidating assets – takes time. Consequently, investors appear reluctant to adopt this new procedural order. In certain provinces, however, some IMAs are keen to encourage, and even require, investors to complete enterprise establishment procedures before proceeding with investment registration. In Official Letter No. 5427/BTC-DNTN, issued on 29 April 2026 regarding the registration of the establishment of an economic organisation by foreign investors, the Ministry of Finance confirmed that investors may choose whether to apply for the IRC or the ERC first.

Amendments to investment projects

Pursuant to Article 33 of the LOI 2025, investors must follow the procedure for amending the IRC if an amendment to the investment project changes the main contents specified in the IRC. Unfortunately, neither the Investment Law 2025 nor Decree 96 clarifies which elements should be considered as the “main contents”. Therefore, the IMA may adhere to their long-standing interpretation, which encompasses any alterations to the IRC’s content.

If the amendment means that a project that previously did not require an IPA now falls within the scope of those that do, the investor must carry out the necessary procedures to obtain one. For a project requiring an IPA, an IPA amendment is required for any of the following changes:

investment objectives specified in the IPA;
scale of land use;
investment location;
an extension to the implementation schedule of more than 24 months;
an adjustment to the project’s operational period;
a change of investor, provided that the IPA was granted concurrently with investor approval prior to the project’s operation or commissioning; or
a change to the conditions applicable to the investor (if any)

Decree 96 also introduces a “shortened” procedure for simple changes to projects for which an IPA is not required. These include changes to the name of the investment project or investor on the IRC, and updates to the location of the investment project following the reorganization of administrative units. Accordingly, the application dossier for this type of amendment is simpler than others (for example, the report on project implementation is omitted). The regulatory timeframe has also been reduced from seven working days to three.

Special investment procedures

Although the special investment procedures under Decree 96 do not differ from the procedures established under Decree 19 in terms of fundamental policy, they involve significant changes in legislative technique, degree of systematisation and operational mechanisms within the overall investment legal framework. Accordingly, investors implementing investment projects in industrial zones, export processing zones, high-tech zones, concentrated digital technology zones, free trade zones, international financial centres, and functional zones within economic zones (excluding projects requiring an IPA) may register their investments via special procedures. The key feature of these procedures is that the investment registration authority issues an IRC without requiring the investor to first obtain approval for construction, environmental protection or fire prevention and control. Instead, investors undertake to comply with sector-specific legislation and assume responsibility during the project implementation process. When amending the investment project’s investment plan under the special procedure, the investor remains eligible for this procedure. The content of the amendment request must include a commitment to comply with the legal requirements relating to construction, environmental protection and fire prevention and control.

According to the officials and the media, this represents a clear shift from a “pre-approval” to a “post-approval” model, with the aim of reducing the time taken to bring high-tech and strategic projects to market. If a project fails to meet the committed conditions, standards or technical specifications, the relevant state authority may impose administrative penalties, suspend or terminate operations, or take other enforcement action in accordance with the law. This demonstrates that the legislature is seeking not only to accelerate market entry procedures, but also to strengthen post-licensing management tools to ensure that investors comply with their commitments. Furthermore, incorporating provisions on special investment procedures into a single investment decree helps to prevent two distinct systems of investment procedures from coexisting (i.e. special versus regulatory procedures).

Nevertheless, investors remain concerned about the lack of approval or acceptance from state authorities on complex issues such as environmental protection, construction, technology transfer and fire prevention and control, as required under traditional investment procedures. In practice, confirmation, approval or permits from the relevant authorities on these issues are crucial documents demonstrating a project’s compliance with legal regulations. Investors are not very confident that the relevant authorities will accept their assertion that they have acted in accordance with the commitments made at the investment registration stage during the course of project implementation. Hence, the effectiveness of the special investment procedure will be determined in due course.

Investment reporting and monitoring

In accordance with Chapter VII (State Management of Investment), economic organisations implementing investment projects must report to the relevant local Investment and State Statistics Authorities. Quarterly reports must be submitted by the 10th day of the first month of the quarter following the reporting quarter. They must include information on investment capital, net revenue, exports, imports, labour, taxes, budget contributions and the status of land and water use. Annual reports must be submitted by 31 March of the year following the reporting year. These reports must include the indicators similar to those in the quarterly report, as well as indicators on profit, workers’ income, expenditure, investment in scientific research and technological development, environmental treatment and protection, and the origin of the technology used. The indicators for the annual report differ significantly from those required by Decree 31. Notably, additional environmental and corporate governance indicators have been included, reflecting the government’s emphasis on corporate social responsibility (CSR), as set out in new-generation international investment treaties such as the EU-Vietnam Investment Protection Agreement (EVIPA).

Decree 96 abolishes the need for paper-based reporting. Economic organisations implementing investment projects must now submit their reports online via the National Investment Information System. They are granted access to fulfil their periodic reporting obligations in accordance with the regulations.

Conditional business

The list of conditional businesses in Decree 96 is essentially still based on Annex IV of the LOI 2025. The structure and principles used to determine conditional investment sectors and activities remain unchanged from those in Decree 31. However, Decree 96 incorporates significant updates and alignments to bring it in line with the sector-specific legal framework. Specifically, the list in Decree 96 has been revised to update the names of certain sectors and industries to reflect new terminology in sector-specific legislation. It also addresses areas relating to the digital economy, high-tech sectors and platform services. Certain sectors have been broken down in greater detail to facilitate the application of investment conditions and the monitoring of foreign investors’ activities. Notably, construction activity by foreign contractors has been added to the conditional market access list and e-commerce activities listed in Decree 31 have been revised to “management and operation of intermediary e-commerce platforms, e-commerce social networks, and integrated e-commerce platforms”.

Conclusion

With the enactment of Decree 96, the management mechanism is expected to shift from pre-approval to post-approval. This will be achieved through decentralisation and the digitisation of interconnected processes, while also tightening regulations on the withdrawal of delayed projects and introducing preferential policies to attract investment in strategic technologies. This demonstrates the government’s commitment to addressing procedural barriers to investment, particularly foreign investment, in Vietnam. Investors, on their part, should exercise great caution when making commitments in their investment registration documents, taking full responsibility for the content of these commitments and ensuring they are fulfilled.

June 22, 2026

This newsletter is given as general information for reference purposes only and therefore does not constitute our firm’s legal advice. Any opinion stated in this newsletter is a personal view of the author(s) and not our firm’s official view. Given the nature of this newsletter as general information, statutory provisions and source citations may have been intentionally omitted. For any specific matter or legal issue, please do not rely on this newsletter but make sure to consult a legal adviser. We would be delighted to answer your questions, if any.

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