LEGAL NEWS BULLETIN KEY POINTS OF THE LAW ON INVESTMENT 2025
A. GENERAL INFORMATION
- Date of promulgation: 11/12/2025.
- Effective date: From 01/03/2026. Article 7 and Appendix IV shall take effect from 01/07/2026; Clause 3 Article 50 shall take effect from 01/01/2026.
- Scope of regulation: Regulating investment and business activities in Vietnam and outward investment activities from Vietnam to foreign countries.
- Transitional provisions: Investors that were granted Investment Licenses, Investment Incentive Certificates, Investment Certificates, Investment Registration Certificates, or written decisions or approvals of investment policy prior to the effective date of this Law shall continue to implement their projects in accordance with the issued documents.
B. KEY ISSUES TO NOTE
1. Addition of prohibited investment and business sectors
- Key updates: Additional prohibited sectors include trading in national treasures; export of relics and antiques; e-cigarettes and heated tobacco products. This is a completely new provision compared to the Law on Investment 2020. For the first time, these business activities are officially added to the list of prohibited investment and business sectors.
- Legal basis: Clause 1 Article 6 of the Law on Investment 2025[1].
2. Reduction and transformation of management methods for conditional investment and business sectors
- Key updates: Abolition of 38 sectors and amendment of the regulatory scope of 20 conditional investment and business sectors. A strong shift from “pre-licensing” (granting permits and certificates) to “post-licensing supervision” (publicizing requirements and business conditions).
- Legal basis: Article 7 and Appendix IV of the Law on Investment 2025[2].
3. Amendments and supplements to forms of investment support and investment incentives
- Key updates: Addition of new forms of investment support such as green transition and digital transformation, and the introduction of an open framework for investment support, while clarifying the authority of state agencies. The method of identifying incentivized sectors is changed from a listing approach to a development-oriented approach, expanding to new sectors such as semiconductors and the digital economy. At the same time, special investment incentives are made more flexible by abolishing rigid criteria and assigning the Government to provide detailed regulations, and expanding the scope of application to strategic technology sectors.
- Legal basis: Articles 14, 15 and 17 of the Law on Investment 2025[3].
4. Establishment of economic organizations by foreign investors
- Key updates: Foreign investors are permitted to establish economic organizations to implement investment projects before carrying out procedures for the issuance or adjustment of Investment Registration Certificates. Under the previous law, foreign investors were required to have a project before establishing an enterprise.
- Legal basis: Clause 2 Article 19 of the Law on Investment 2025[4].
5. Additional provisions on cases where foreign investors must carry out registration procedures for capital contribution, share purchase, or capital contribution purchase upon changes in members or shareholders
- Key updates: Additional provisions on cases where foreign investors must conduct registration procedures prior to capital contribution, share purchase, or capital contribution purchase, including: cases of increasing ownership ratio in conditional sectors; cases of exceeding or increasing ownership above 50% of charter capital; and cases where economic organizations hold land use rights in sensitive areas related to national defense and security such as border areas, coastal areas, and islands.
- Legal basis: Clause 3 Article 21 of the Law on Investment 2025[5].
6. Clarification and narrowing of projects subject to investment policy approval
- Key updates: Detailed provisions on 20 specific types of projects subject to investment policy approval, while clearly excluding certain projects that are not required to carry out this procedure (such as auctioned mineral exploitation projects and industrial cluster infrastructure projects). The authority for approval is also strongly decentralized to the Prime Minister and Chairpersons of provincial People’s Committees.
- Legal basis: Articles 24 and 25 of the Law on Investment 2025[6].
7. Removal of two cases requiring adjustment of investment projects
- Key updates: The Law retains only five cases in which investors are required to carry out procedures for approval of adjustment of investment policy. Two cases have been abolished compared to the Law on Investment 2020, including: (i) changes in total investment capital of 20% or more resulting in changes in project scale; and (ii) changes to technologies that have been appraised.
- Legal basis: Clause 3 Article 33 of the Law on Investment 2025[7].
8. Allowing flexibility in adjusting the duration of investment projects
- Key updates: During project implementation, investors are allowed to proactively increase or decrease the duration of investment projects, provided that the adjusted duration does not exceed the prescribed limits (50 years or 70 years depending on the area). Compared to the Law on Investment 2020, this is significantly more flexible, as previously extensions were only allowed when the project duration was about to expire.
- Legal basis: Clause 4 Article 31 of the Law on Investment 2025[8].
9. Expansion of the right to apply special investment procesures
- Key updates: Investors in industrial zones, export processing zones, high-tech zones, concentrated digital technology zones, free trade zones, and international financial centers have the right to opt for special investment procedures. Projects under this mechanism are not required to obtain investment policy approval, environmental impact assessment reports, detailed planning, construction permits, or fire prevention and fighting approvals, and are instead implemented based on a commitment mechanism to satisfy conditions.
- Legal basis: Article 28 of the Law on Investment 2025[9].
10. Simplification of outward investment procedures
- Key updates: Abolition of the requirement for approval of outward investment policy (previously under the authority of the National Assembly and the Prime Minister). Instead, only the procedure for issuance of an Outward Investment Registration Certificate by the Ministry of Finance is required for applicable projects; in cases of large-scale projects or those with special mechanisms, a report must be submitted to the Prime Minister for consideration before issuance. At the same time, detailed provisions on the implementation of outward investment activities (such as opening capital accounts, transferring capital, using and remitting profits) are converted into framework regulations, with detailed guidance assigned to the Government, in order to enhance flexibility.
- Legal basis: Articles 41, 42 and 43 of the Law on Investment 2025[10].
11. Changes in regulations applicable to the transfer of investment projects
- Key updates: Regulations on the transfer of investment projects under investment law are expanded to apply to all projects that have been decided on investment policy, approved for investment policy (or adjusted), or granted or adjusted Investment Registration Certificates. Previously, the Law on Real Estate Business applied more narrowly.
- Legal basis: Clause 7 Article 51 of the Law on Investment 2025[11].
[1] “Article 6. Banned business lines
1. The business investment activities below are banned:… i) Trade in national treasures; k) Trade in and export of relics and antiques; l) Trade in electronic cigarettes and heated tobacco products.”.
[2] “Article 7. Conditional business lines
1. Conditional business line means a business line in the territory of Vietnam in which the business investment must satisfy necessary conditions for reasons of national defense and security, social order and security, social ethics, or the health of the community. The List of conditional business lines is specified in Appendix IV to this Law.
The Government shall introduce a List of conditional business lines requiring licensing and certification before commencing investment and business activities, and a List of conditional business lines requiring a shift in the business condition management method from licensing and certification to declaration of fulfillment of business requirements and conditions for adoption of the post-inspection management method.”.
[3] “Article 14. Investment incentives and investment support
3. Forms of investment support include… h) Support for green transition, emission reduction, climate change adaptation and digital transformation; i) Other forms of investment support as prescribed by the Government.”.
Article 15. Business lines and geographical areas eligible for investment incentives
1. Business lines eligible for investment incentives are business lines prioritized to attract investment to achieve the following objectives:
a) Science and technology development, innovation, digital transformation, digital technology industry and semiconductor industry;… h) Development of key chemical industries, key mechanical engineering industries, supporting industries; development of pharmaceutical industry.”.
Article 17. Special investment incentives and support
2. Objects eligible for special investment incentives and support specified in clause 1 of this Article include:
a) Projects on investment in establishment (including the expansion of such newly established project) of new innovation centers and research and development centers, investment projects on construction of big data center infrastructure, cloud computing infrastructure, 5G-and-above mobile infrastructure, and other digital infrastructure in the field of strategic technology as decided by the Prime Minister; investment projects in the field of strategic technology and production of strategic technology products as decided by the Prime Minister with investment capital and disbursement deadlines as prescribed by the Government; national innovation centers established by decisions of the Prime Minister.”.
[4] “Article 19. Investment in establishment of an economic organization
2. A foreign investor is entitled to establish an economic organization to execute an investment project before following the procedures for issuance or adjustment of an investment registration certificate and must satisfy the market access conditions applied to foreign investors set out in Article 8 of this Law upon following the procedures for establishing an economic organization.”.
[5] “Article 21. Investment in form of capital contribution or purchase of shares or stakes
3. A foreign investor shall follow procedures for registering their contribution of capital to or purchase of shares or stakes of an economic organization prior to the change of members or shareholders if they fall into one of the following cases:
a) The capital contribution or purchase of shares or stakes leads to an increase in the foreign investors’ ownership in the economic organization conducting business in the restricted business lines;… c) The foreign investor contributes capital to or purchases shares or stakes of an economic organization that holds a certificate of rights to use land on an island or on a commune, ward or special zone in a border area; coastal commune or ward; in another area that affects national defense and security.”.
[6] “Article 24. Projects subject to investment policy approval
1. Investment projects that require repurposing of land of special-use forests, headwater protection forests or border protection forest of 50 hectares or more; of wind- and sand-shielding protection forests or protection forests for tide shielding and sea encroachment prevention of 500 hectares or more; of production forests of 1,000 hectares or more;…
20. Investment projects that require application of a special mechanism or policy which is different from that prescribed by laws and resolutions of the National Assembly.
Article 25. Authority to grant investment policy approval
2. Except the case specified in clause 1 of this Article, the Prime Minister shall grant investment policy approval…
3. Except the investment projects specified in clause 1 and clause 2 of this Article, the Chairperson of the provincial People’s Committee shall grant investment policy approval.”.
[7] “Article 33. Adjustment of investment projects
3. An investor executing an investment project granted the investment policy approval shall follow procedures for investment policy adjustment approval in one of the following cases:… b) The area of land used is increased or reduced is changed according to the Government’s regulations, the investment location is changed; c) The investment project execution schedule is extended by no more than 24 months as prescribed in clause 4 of this Article; d) The operating duration of the investment project is adjusted.”.
[8] “Article 31. Operating duration and execution schedule of investment projects
4. During the execution of an investment project, the investor may increase or reduce the project’s operating duration. The operating duration of the investment project after the increase or reduction must not exceed the duration stipulated in clauses 1 and 2 of this Article.”.
[9] “Article 28. Special investment procedures
1. An investor is entitled to register their investment in accordance with the provisions of this Article with regard to an investment project in an industrial park, export-processing zone, hi-tech zone, concentrated digital technology zone, free trade zone, international financial center or functional section in an economic zone, except a project requiring investment policy approval as prescribed by the Government. 2. An investment project registered under the provisions of this Article are not required to follow the procedures for investment policy approval, technology appraisal, preparation of an environmental impact assessment report or preparation of a detailed planning scheme, issuance of a construction permit, and other procedures for approval, acceptance, and permission in the fields of construction and fire prevention and fighting.”.
[10] “Article 42. Issuance, adjustment and invalidation of outward investment registration certificates
1. The Ministry of Finance shall issue, adjust and invalidate outward investment registration certificates for projects with a level of outward investment capital prescribed by the Government or investment projects involved in the fields under business lines subject to conditional outward investment as specified in clause 1 Article 41 of this Law. Where necessary, the Ministry of Finance may delegate the authority to issue, adjust and invalidate outward investment registration certificates to organizations under the Ministry.
Article 43. Conduct of outward investment activities
The Government shall stipulate the opening of outward investment capital accounts, transfer of investment capital overseas, use of profit overseas, repatriation of profit and conduct of outward investment activities.”.
[11] “Article 51. Effect
7. The provisions of clause 1 Article 41 of the Law on Real Estate Business No. 29/2023/QH15 apply to projects which have received investment policy decisions, investment policy adjustment decisions, investment policy approvals and investment policy adjustment approvals or have been granted investment registration certificates or adjusted investment registration certificates in accordance with the law on investment.”.
