Key changes in Vietnam’s Investment Law 2025 (Effective from March 1, 2026)
The Investment Law 2025 was promulgated on December 11, 2025, and officially takes effect on March 1, 2026 (“Investment Law 2025”), replacing the Investment Law 2020. Compared to the Investment Law 2020, the Investment Law 2025 introduces several adjustments related to investment projects to attract and promote investment activities in Vietnam. Below are the notable new points of the Investment Law 2025.
1. Removal of certain conditional business lines
Conditional business lines are business sectors conducted within the territory of Vietnam in which investment and business activities must satisfy necessary conditions for reasons of national defense, national security, social order and safety, social ethics, and public health.
Compared to the Investment Law 2020, Article 7 and Appendix IV of the Investment Law 2025 remove 38 business lines and adjust the scope of 20 business lines. Accordingly, the list of conditional business lines now consists of 198 sectors. Some business lines removed from the list include tax procedure services, customs procedure services, labor outsourcing services, commercial inspection services, etc. At the same time, the list adds sectors associated with the digital economy and data governance, such as intermediary data products and services, data exchange platform services, services related to crypto assets, and personal data processing services.
However, it should be noted that this provision will take effect on July 1, 2026, instead of March 1, 2026.
2. Foreign investors are not required to have an investment project before establishing an economic organization
Regarding the conditions for establishing an economic organization by foreign investors, the Investment Law 2020 stipulates at Point c, Clause 1, Article 22 that: “Before establishing an economic organization, foreign investors must have an investment project and carry out procedures for issuance or adjustment of the Investment Registration Certificate, except for the establishment of innovative start-up small and medium enterprises and innovative start-up investment funds in accordance with the law on support for small and medium enterprises”.
Meanwhile, Clause 2, Article 19 of the Investment Law 2025 provides: “2. Foreign investors may establish an economic organization to implement an investment project before carrying out procedures for issuance or adjustment of the Investment Registration Certificate and must satisfy the market access conditions applicable to foreign investors as prescribed in Article 8 of this Law when carrying out procedures for establishing an economic organization.” Accordingly, under the Investment Law 2025, foreign investors may establish enterprises in Vietnam without being required to have an investment project beforehand, provided that they satisfy the market access conditions applicable to foreign investors.
However, could this change mainly relate to the order of procedures for establishing an economic organization rather than creating a significant change for foreign investors? In practice, foreign investors are still required to satisfy market access conditions when carrying out procedures to establish an economic organization. The key difference lies in allowing enterprises to be established before completing procedures related to the investment project. Therefore, this change appears to focus more on procedural flexibility rather than significantly expanding the right of foreign investors to establish economic organizations.
This provision is introduced to improve the investment environment, shorten the time for market entry, and enhance Vietnam’s attractiveness to investors. However, to ensure effective state management, the Government is expected to issue more detailed regulations in forthcoming guiding decrees regarding reporting obligations and requirements related to market access conditions.
3. Reduction of cases where investors must carry out procedures for approval of adjustments to investment policy
According to Clause 3, Article 41 of the Investment Law 2020, investors must carry out procedures for approval of adjustments to investment policy in many cases such as: changes in land use area exceeding 10% or more than 30 hectares, or changes in the investment location; changes in total investment capital of 20% or more leading to changes in project scale; extension of project implementation progress by more than 12 months compared to the original schedule; changes in technology that has been appraised; or changes in investors or conditions applicable to investors.
Clause 3, Article 33 of the Investment Law 2025 removes two cases in which investors must carry out procedures for approval of adjustments to investment policy. Specifically, these are cases involving changes in total investment capital that alter the project scale, and changes in technology that had been appraised or consulted during the investment policy approval process. Therefore, only certain significant changes, such as adjustment of project objectives, investment location, or extension of implementation progress, will require investors to carry out procedures for adjustment of investment policy.
The reduction of these adjustment cases helps simplify procedures and facilitate enterprises in conducting investment activities, avoiding situations where minor changes also require procedures for adjustment of investment policy approval.
4. Adjustment of the orientation and policies on investment incentives
Under Articles 16 and 17 of the Investment Law 2020, sectors eligible for investment incentives mainly focus on certain areas such as high technology, supporting industries, agriculture, education, healthcare, environment, and infrastructure development. The Investment Law 2025 revises the provisions on sectors eligible for investment incentives toward identifying priority investment attraction objectives rather than listing each specific sector in detail as before.
Accordingly, sectors eligible for investment incentives are oriented toward the development of science and technology, innovation, digital transformation, the semiconductor industry, the green economy, the digital economy, renewable energy, value chain development, and new economic models. At the same time, the Investment Law 2025 also adds provisions on an Investment Support Fund to enhance the ability to attract strategic investors and support enterprises in priority sectors. Thus, the Investment Law 2025 more clearly reflects the strategy of attracting capital flows into sectors with high added value and significant economic impact.
Enterprises should proactively review their investment activities to determine whether their projects fall within the priority sectors under the new orientation to take advantage of appropriate investment incentives and support policies. At the same time, enterprises should also monitor detailed regulations and incentive lists issued by the Government in each period to timely adjust their investment plans.
Overall, the Investment Law 2025 introduces many changes aimed at facilitating investors. With various new provisions aimed at simplifying procedures, enhancing transparency, and encouraging emerging sectors, the Investment Law 2025 is expected to improve the investment environment and create momentum for investment activities in the coming time.
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