Understanding Vietnam’s Amended Investment Law: Key Changes for Businesses

On December 11, 2025, Vietnam’s National Assembly approved the amended Law on Investment, marking a strategic move towards creating a more open, transparent, and modern environment for business and investment.

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For investors and businesses in Vietnam, the amended Investment Law is one of the most significant regulatory developments in 2025. It removes sector-specific licensing requirements for 38 conditional business lines, narrows the scope of projects needing investment policy approval, and introduces a notable procedural change that allows certain foreign investors to establish an enterprise before obtaining an Investment Registration Certificate (IRC).

This article summarizes the key points from the NA’s legislative wave, with a focus on the revised investment framework, and outlines practical implications for market entry, licensing strategy, and compliance planning in 2026.

Implementation roadmap

The amended law will take effect on March 1, 2026, with certain provisions related to the conditional business list coming into effect later on July 1, 2026.

This staggered timeline is important for transaction planning: businesses should treat early 2026 as a transition window in which operational licensing and investment licensing may differ by sector, locality, and the specific effective date of each annex or provision.

Reallocation of approval authority

Under Article 25 of the 2025 Law:

• The National Assembly approves only projects requiring special mechanisms or policies;
• The Prime Minister approves eight categories of projects; and
• Provincial People’s Committee Chairs (rather than the Committees themselves) approve 13 project categories.

This change further clarifies administrative responsibility and streamlines decision-making.

A narrower set of projects needs investment policy approval

Under the revised approach, investment policy approval is framed more tightly around projects in “important or sensitive” areas, such as seaports, airports, telecommunications, publishing and journalism, and projects located in areas relevant to national defense and security.

In practice, this should reduce procedural friction for many standard commercial projects that do not sit within sensitive sectors or locations, while clarifying where higher-level approvals remain non-negotiable.

The amended law reflects a comprehensive review of conditional business lines. Authorities reported that 38 conditional business lines are cut and the scope of 20 others adjusted, with the government expected to issue two lists:

• A list where pre-operation licenses/certifications still apply; and
• A list where licensing is abolished and replaced by published business conditions managed through post-inspection.

The removed licensing requirements span a wide range of services, from tax procedure services and customs brokerage to certain transport, construction, and technical service activities, among others.

This represents a notable modification in regulatory strategy: Vietnam is revising the timing and methodology of enforcement, transitioning from the requirement of “permission before operation” to a policy of “operate if compliant, and demonstrate compliance upon inspection.”

Permitting enterprise establishment before obtaining an IRC

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The amended Investment Law marks a breakthrough in business formation in Vietnam, enabling foreign investors to establish an enterprise before securing an IRC.

This is a shift in sequencing toward the Enterprise Registration Certificate (ERC) first, then the IRC, for qualifying structures, while still requiring foreign investors to meet market access conditions where applicable.

For investors used to Vietnam’s historically IRC-first process, this adjustment could reduce time-to-entity formation and allow earlier administrative readiness (banking setup steps, initial staffing preparation, internal governance setup), subject to how implementing guidance defines eligible scenarios.

Clarifying the scope of projects subject to in-principle investment approval

Article 24 of the 2025 Investment Law clearly specifies 20 project categories that need investment policy approval. In contrast, the 2020 Law on Investment did not specify project categories outright; instead, it assigned approval requirements according to the approving authorities’ competencies.

The regulated projects fall into several key groups:

Projects involving large-scale or sensitive land and resource use

These include:

• Projects involving the conversion of forest land (special-use, protection, or production forests) on a large scale;
• Conversion of rice land of 500 hectares or more;
• Large-scale resettlement projects;
• Projects in areas affecting national defense and security; and
• Projects requesting the allocation of maritime areas.

Projects in sensitive or restricted sectors

Projects in sectors considered sensitive or heavily regulated require in-principle approval, such as nuclear power, casino and betting services, oil and gas processing, air transport services, and telecommunications with network infrastructure.

Certain sectors, including forestry, publishing, and press activities, also fall under this requirement when carried out by foreign investors.

Projects affecting heritage sites or special urban areas

This category includes projects located within protected zones of national relics or world heritage sites, as well as projects in restricted development areas or historic inner-city zones of special-class cities.

Large-scale infrastructure and real estate projects

Major housing and urban development projects (where investors already hold land-use rights), golf courses, industrial parks, export processing zones, digital technology zones, large seaports, airports, and key aviation infrastructure projects are also subject to approval.

Projects with special policy requirements

These include:

• Projects requesting land allocation, land lease, or land-use purpose conversion (subject to limited exceptions); and
• Projects seeking special policy mechanisms outside existing laws, and other projects falling under the Prime Minister’s approval authority.

Reduction in cases requiring adjustment of investment policy approval

The 2025 Law retains only five cases in which investors must seek approval to adjust an already approved investment policy. These include changes to approved objectives or contents, land area or location changes, extensions exceeding 24 months, adjustments to project duration, and changes in investors prior to project operation.

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Notably, the Law removes two adjustment triggers previously required under the 2020 framework, including:

• Changes in total investment capital of 20 percent or more; and
• Changes in appraised technology.

This reform significantly reduces procedural burden and avoids requiring policy-level approval for minor project modifications.

Expanded application of special investment procedures

Article 28 of the amended Investment Law allows investors to opt for special investment procedures for projects located in certain specialized areas, including:

• Industrial zones;
• Export processing zones;
• High-tech zones;
• Concentrated digital technology zones;
• Free trade zones;
• International financial centers; and
• Functional zones within economic zones.

This mechanism does not apply to projects that still need in-principle approval.

Projects using this procedure are exempt from multiple pre-approval requirements, including:

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• Investment policy approval;
• Technology appraisal;
• Environmental impact assessment;
• Detailed planning;
• Construction permits, and
• Certain fire safety approvals.

Instead, investors must submit written commitments to comply with applicable technical standards and regulations, along with an investment proposal identifying potential environmental impacts and mitigation measures.

Special investment incentives and support measures

Under Article 20 of the new law, projects eligible for special investment incentives include:

• Innovation and R&D centers with registered capital of at least VND 3 trillion;
• Key digital technology, semiconductor, and AI data center projects with capital of at least VND 6 trillion; and
• Projects in specially incentivized sectors with capital of at least VND 30 trillion.

Flexibility in project duration adjustments

While the maximum project duration remains capped at 50 years (or 70 years in economic zones), Article 31 introduces flexibility by allowing investors to adjust project duration upward or downward during implementation, provided statutory limits are respected.

This marks a departure from the 2020 Law, which only permitted extensions near project expiry. Transitional provisions also allow ongoing projects to adjust duration where remaining terms no longer align with financial or business plans.

Expanded rules on investment project transfers

The scope of eligible investment project transfers has been broadened under Article 51 of the 2025 Law. Transfers now apply to all projects that have obtained any form of investment policy decision or investment registration certificate.

This represents a significant expansion compared to prior rules, which limited transfer eligibility mainly to projects with approved investors or issued investment registration certificates.

Practical implications for businesses and investors

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For most companies, the revised investment regime does not remove compliance obligations but reshapes how and when they apply. Market entry planning may become more flexible, particularly where enterprise registration can be completed earlier in the process, although businesses should not equate earlier incorporation with immediate operational approval.

As enforcement shifts toward post-inspection mechanisms, internal compliance systems and documentation will play a more prominent role, with inspections becoming a primary regulatory tool rather than licensing approvals.

Companies should also reassess sector classification and licensing requirements, especially where activities may have moved from licensed conditions to published compliance standards or continue to trigger in-principle investment approval.

In addition, investors should consider these reforms alongside parallel regulatory developments in sensitive or strategic sectors, where approval requirements may continue to tighten through separate policy instruments despite broader procedural simplification.

What to watch next

Given that numerous operational advantages rely on proper implementation, it is advisable for businesses to diligently monitor government-issued lists and implement regulations that will operationalize the licensing reductions and delineate the post-inspection compliance mechanisms.

Furthermore, organizations should observe how local authorities interpret and enforce the new regime. Even when the national framework is well-defined, there may be inconsistencies across provinces during the initial year of reform, particularly as responsibilities transition from licensing officers to inspection and enforcement personnel teams.

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