Vietnam’s Amended Investment Law: Key Transitional Provisions for Existing and New Projects

Vietnam’s amended Investment Law introduces a comprehensive set of transitional provisions to ensure regulatory continuity and align legacy projects with the new legal framework.

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Vietnam is gradually adopting the revised Investment Law. While the law has been effective since March 1, 2026, its provisions on conditional service lines will only take effect from July 1, 2026.

This staggered timeline creates 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.

To facilitate a smooth transition in applying the new regulation, the new law also provides detailed guidance on how existing investment projects, approvals, and investor rights will be treated upon its entry into force.

These provisions are particularly relevant for foreign investors and enterprises with ongoing or pipeline projects in Vietnam, as they clarify when re-approval is required, how project adjustments are handled, and what legacy incentives remain valid.

See also: Understanding Vietnam’s Amended Investment Law: Key Highlights

Grandfathering of existing investment approvals

A central principle of the transitional framework is the recognition of previously granted approvals. Investors that obtained investment licenses, investment registration certificates (IRCs), investment policy approvals, or similar documents prior to the law’s effective date can continue implementing their projects under those approvals.

This ensures legal certainty and avoids disruptions to ongoing operations, especially for large-scale or long-term projects that were structured under earlier regulatory regimes.

Exemptions from re-approval requirements

The amended law significantly reduces administrative burdens by confirming that investors are not required to follow the procedures for investment policy approval under this law for several categories of projects. These include:

• Projects already approved under prior laws on investment, housing, urban development, or construction;
• Projects that were not subject to approval requirements but were lawfully implemented before the new law takes effect;
• Projects awarded through investor selection bidding or land-use right auctions; and
• Projects already granted an investment incentive certificate, investment license, investment certificate, or IRC before the effective date of this law.

This provision helps streamline regulatory compliance and prevents duplication of procedures for legally established projects.

Investment project adjustments under the new law

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While existing projects benefit from grandfathering, adjustments to such projects may trigger new compliance requirements.

If an adjustment falls under cases requiring investment policy approval under the amended law, investors must follow the new approval procedures. Conversely, if a project previously required approval but no longer falls within the approval scope under the new law, investors are not required to adjust their investment policy unless they choose to do so.

This dual approach reflects Vietnam’s intent to balance regulatory modernization with practical flexibility for investors.

Transfer of investment projects and extension of project terms

The law introduces more flexible rules for project transfers and restructurings:

• Investors may transfer all or part of secondary projects, which implemented in urban, tourism, or ecological zones before January 1, 2021, if land obligations have been fulfilled and the project is not subject to termination.
• Transferees inherit the rights and obligations of the original investor and may seek adjustments to project approvals or IRCs as needed.

Furthermore, if the remaining project term is insufficient to meet financial or business plans, authorities may, upon the transferee’s proposal, determine the project’s operating duration, adjust the investment policy, or issue or modify the investment registration certificate.

The revised term will be calculated from the date of approval adjustment, subject to the statutory maximum limits prescribed under Article 31 of the law.

Changes to deposit and guarantee requirements

Projects approved or implemented before July 1, 2015, are exempt from investment project security requirements, such as deposits or bank guarantees. However, if investors later adjust project objectives, timelines, or land use purposes, they must comply with the new security requirements under the amended law.

This provision ensures fairness while preventing retroactive imposition of financial obligations on legacy projects.

Continued application of favorable market access conditions

Foreign-invested economic organizations that were previously granted more favorable market access conditions than those currently listed in the law may continue to apply those conditions as stated in their existing IRCs.

This is particularly important for investors operating in sectors where market access rules have tightened, as it protects previously granted advantages.

Administrative simplification and documentation requirements

The law clarifies that investors are not required to submit IRCs or investment policy approvals when completing administrative procedures if their projects are not subject to such requirements under the new framework.

This reflects Vietnam’s broader push to reduce administrative burdens and improve the investment climate.

Special provisions for industrial zones and worker housing

For industrial zones established before July 1, 2014, local authorities may adjust planning to allocate land for worker housing and related infrastructure where shortages exist.

Importantly, such land must be located outside the industrial zone boundaries and comply with environmental safety requirements, highlighting the government’s increasing focus on sustainable industrial development.

Transitional rules for outbound investment

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For outbound investment activities, the law maintains continuity:

• Previously approved outbound investment projects may continue under their existing approvals;
• Projects no longer subject to outbound IRC requirements do not need to amend prior approvals when making adjustments; and
• Pending applications may be reused to complete procedures under the new law.

These provisions ensure a smooth transition for Vietnamese investors expanding overseas.

Handling of pending applications and abolished business lines

Applications submitted under the 2020 Investment Law will generally continue to be processed under that law, with certain cases reassigned to provincial authorities under the new framework.

For abolished conditional business lines, investors may continue using previously issued licenses and certificates until their expiry, avoiding immediate disruption to business operations.

Implications for investors

The transitional provisions under Vietnam’s amended Investment Law reflect a pragmatic approach to legal reform. Key implications include:

• Regulatory continuity: Existing approvals and incentives remain valid, minimizing legal uncertainty.
• Selective compliance updates: Only certain project adjustments trigger new procedures.
• Improved flexibility: Expanded rules on project transfers and term extensions support restructuring.
• Reduced administrative burden: Streamlined documentation and exemption from duplicate approvals.
• Protection of investor rights: Favorable legacy conditions and licenses are preserved.

For businesses operating in Vietnam, a careful review of project status, approval history, and potential adjustment plans will be essential to fully leverage these transitional provisions and ensure continued compliance.

Setting up a business in Vietnam requires navigating company registration, local approvals, and work permit processes. We help FDI companies by preparing and submitting documentation, coordinating with authorities, and ensuring compliance, so they can start operations smoothly and focus on growth.

Tam Nguyen

Senior Manager

Talk to an expert at vietnam@dezshira.com

Or request a consultation at +84 28 3930 2828

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