Summary of New Legal Provisions under the Law on Investment 2025
The Law on Investment 2025 was passed by the 15th National Assembly on 11 December 2025 and will take effect from 1 March 2026. This represents an important step forward in the process of improving the legal framework on investment in Vietnam, aiming to create a more transparent, open and effective investment environment, especially in the context of regional competition for capital attraction. The new provisions of the Law on Investment 2025 are not merely technical amendments but also reflect a new legislative mindset in state management of investment, facilitating investment activities for both domestic and foreign investors.
1.Specific regulation of projects subject to approval for investment guidelines
Previously, Articles 30, 31 and 32 of the Law on Investment 2020 regulated the authority to approve investment guidelines while integrating the types of projects subject to investment guideline approval. However, such integrated regulation, without a detailed listing of specific project groups, led to misunderstandings of legal provisions by investors and inconsistent application by competent authorities. One of the most notable changes in the Law on Investment 2025 is the greater clarity regarding the scope of projects required to undergo the investment guideline approval procedure. Under the new regulations, the list of projects subject to investment guideline approval is specifically enumerated in Article 24, comprising 20 different project groups.
Article 25 of the Law on Investment 2025 also clearly decentralizes authority among the National Assembly, the Prime Minister and the Chairpersons of provincial People’s Committees to handle investment guideline approval procedures more effectively. Specifically, the National Assembly only considers projects that require the application of special mechanisms or policies; the Prime Minister has the authority to approve investment policies for 08 groups of projects; and the Chairpersons of provincial People’s Committees have the authority to approve investment policies for thirteen groups of projects. In addition, Clause 4 of this Article provides for cases in which management boards of industrial zones, export processing zones, high-tech zones and economic zones are entitled to carry out investment guideline approval.
2.New regulations on special investment procedures
Another noteworthy new point of the Law on Investment 2025 is the regulation on special investment procedures provided in Article 28. This procedure allows investors not to carry out the investment guideline approval procedure and other procedures, but only to register investment for projects implemented in industrial zones, export processing zones, high-tech zones, concentrated digital technology zones, free trade zones, international financial centers and functional zones within economic zones, except for projects that are required to obtain investment guideline approval in accordance with Government regulations.
Compared to the Law on Investment 2020, this new mechanism demonstrates a trend toward expansion both in terms of geographical scope and procedural scope, no longer requiring certain projects to apply for investment guideline approval, technology appraisal, preparation of environmental impact assessment reports, preparation of detailed planning, issuance of construction permits and other procedures for approval, acceptance or permission in the fields of construction and fire prevention and fighting. Instead, competent authorities will conduct post-inspection of legal compliance of projects through inspection, examination, supervision, assessment and handling of violations, based on the commitments made by investors.
3.Regulations on more flexible adjustment of the duration of investment projects
The Law on Investment 2025 maintains the same framework for project duration as the Law on Investment 2020. However, a new point introduced in Clause 4 Article 31 of the Law on Investment 2025 is that investors are permitted to adjust, either increase or decrease, the duration of project operation during the implementation process, rather than merely applying for an extension when the duration is about to expire as stipulated in Clause 4 Article 44 of the Law on Investment 2020.
In addition, Clause 6 Article 52 of the Law on Investment 2025 provides that for investment projects meeting the following conditions: having been implemented before 1 March 2026; having been granted a certificate of land use rights and having fulfilled financial obligations related to land and not falling under cases of termination of operation as stipulated in Article 36 of this Law, which are transferred to another investor, but where the remaining project duration is insufficient to meet the financial plan or business investment plan of the transferee investor, then, based on the proposal of the transferee investor, the competent state authority shall consider and decide on the duration of the investment project when carrying out procedures for approval or adjustment of investment policy or issuance or adjustment of the investment registration certificate.
4.Abolition of the investment guideline approval procedure for outward investment and simplification of outward investment
Clauses 1 and 2 Article 56 of the Law on Investment 2020 regulated the authority to approve outward investment policies, listing projects required to undergo this procedure. However, the Law on Investment 2025 abolishes the outward investment guideline approval procedure under the authority of the National Assembly and the Prime Minister as previously provided in the Law on Investment 2020. Instead, Article 42 of the Law on Investment 2025 stipulates that investors are required to carry out procedures for issuance of an outward investment registration certificate under the authority of the Ministry of Finance for projects with outward investment capital levels as prescribed by the Government or for investment projects in sectors and trades subject to conditions for outward investment as stipulated in Clause 1 Article 41 of this Law.
For outward investment projects with large capital scale or projects proposing the application of special support mechanisms or policies, the Ministry of Finance shall report to the Prime Minister for consideration and approval prior to the issuance or adjustment of the outward investment registration certificate, except for projects that only need to carry out foreign exchange transaction registration procedures in accordance with the law on foreign exchange management as specified in Clause 3 Article 42 of the Law on Investment 2025.
5.Several other changes in the Law on Investment 2025
- Narrowing the cases required to carry out procedures for approval of adjustment of investment policy
Clause 3 Article 41 of the Law on Investment 2020 provided 07 cases in which investors with projects that had been approved for investment policy were required to carry out procedures for approval of adjustment of investment policy. However, Clause 3 Article 33 of the Law on Investment 2025 only provides five cases that are mandatory for carrying out procedures for approval of adjustment of investment policy and removes two cases, including: (i) changes to total investment capital of 20% or more resulting in changes to the scale of the investment project and (ii) changes to technology that had been appraised and consulted during the investment guideline approval process.
- Regulations facilitating foreign investors in establishing economic organizations
Points b and c Clause 1 Article 22 of the Law on Investment 2020 required foreign investors to satisfy market access conditions and, prior to establishing an economic organization, to have an investment project and carry out procedures for issuance or adjustment of an investment registration certificate, except for certain cases prescribed by law. The Law on Investment 2025 reflects a more open approach toward foreign investors by allowing foreign investors to establish economic organizations in Vietnam without having a prior investment project, while still being required to satisfy lawful market access conditions.
- Narrowing conditional business investment sectors and trades
Appendix IV of the Law on Investment 2025 continues to narrow the list of conditional business investment sectors and trades compared to the Law on Investment 2020 by reducing and amending many unnecessary sectors and trades. However, investors still need to monitor, pay attention to and develop appropriate business investment plans in line with the list of conditional business investment sectors and trades that require licensing or certification prior to conducting investment and business activities and the list of conditional business investment sectors and trades for which the method of managing business conditions is shifted from licensing or certification to publication of requirements and business conditions for management under a post-inspection mechanism, as announced by the Government in accordance with Clause 1 Article 7 of the Law on Investment 2025.
The Law on Investment 2025 demonstrates a clear shift in legislative thinking, toward greater procedural transparency, clearer allocation of authority and significant reduction of administrative barriers in investment activities. In order to effectively take advantage of these changes, investors need to promptly study, update and develop appropriate implementation plans during the transitional period before the Law on Investment 2025 officially comes into force.
