On 11 December 2025, the National Assembly of Vietnam issued the new Law on Investment 2025 (the “LOI 2025”). The LOI 2025, replacing the Law on Investment 2020 (the “LOI 2020”), will take effect from 1 March 2026, except for the following provisions: (i) Article 7 on conditional business lines and sectors, together with the List of conditional business lines and sectors set out in Appendix IV attached to the LOI 2025, which will take effect from 1 July 2026; and (ii) Article 50.3 regarding the amendments and supplements to the Railway Law, which took effect from 1 January 2026.
Set out below is a summary of the key highlights under the LOI 2025:
1. Removal of requirement for foreign investors to obtain an Investment Registration Certificate (“IRC”) prior to establishing an economic organization
Under the LOI 2025, foreign investors are entitled to establish an economic organization to implement an investment project prior to carrying out the procedures for the issuance or amendment of the IRC. It is expected that the Vietnamese Government will provide further guidance on how this new approach will be implemented.
2. Clearer scope of projects subject to investment policy approval (“IPA”) and enhanced decentralization of authority to the Prime Minister and Chairpersons of the People’s Committees
The LOI 2025 specifically lists 20 project categories requiring investment policy approval. Conversely, the LOI 2020 does not directly identify which project categories are subject to investment policy approval but instead lists the authorities authorised to grant IPAs and the projects falling under each such authority’s supervision.
The LOI 2025 further decentralizes the approving authority for IPA. The National Assembly will now grant IPAs only for projects applying special mechanisms or policies. In turn, the Prime Minister will be entitled to grant IPAs for eight specific project categories listed under Article 24, including casino and nuclear power plants. The Chairperson of the Provincial People’s Committee, instead of the Provincial People’s Committee under the LOI 2020, will now be authorised to grant IPAs to thirteen specific project categories listed under Article 24, including projects allocated land not through land auctions (subject to certain exceptions) and land located in areas effecting national defence or security. An exception to the IPA approval authority of the Chairperson of the Provincial People’s Committee applies where a project is implemented in an industrial zone, export processing zone, high-tech zone, concentrated digital technology zone, or economic zone and is consistent with the approved master plan, in which case the management board of the relevant zone grants the IPA.
3. Elimination of the requirement for overseas investment policy approval
The LOI 2025 has abolished the procedure for issuing overseas IPAs, which was previously within the authority of the National Assembly or the Prime Minister under the LOI 2020. Under the LOI 2025, procedures regarding overseas investment projects are classified as follows:
- For overseas investment projects having a significant scale of investment capital or requiring a special supporting mechanism (as defined under the LOI 2025), the Ministry of Finance (“MOF“) shall seek an approval from the Prime Minister prior to issuing an overseas IRC.
- For overseas investment projects with an investment size to be prescribed by the Government or engaging in a conditional business line under Article 41.1 of the LOI 2025, the MOF can grant an overseas IRC without prior Prime Minister’s approval.
- No IRC is required for overseas investment projects (i) with an investment size less than as will be prescribed by the Government and not engaging in a conditional business line.
Under the LOI 2025, the scope of overseas investment projects subject to conditions has also been narrowed. Specifically, such conditions now apply only to projects with overseas investment capital exceeding the threshold as will be prescribed by the Government or projects investing in conditional overseas investment sectors, namely banking, insurance, securities, press, radio and television broadcasting, and real estate business.
4. Reduced conditional business lines
The LOI 2025 removes 38 conditional business lines, including those in the fields of finance and accounting; agriculture, forestry and fisheries; and construction and transportation, and adjusts the scope of 20 other business lines.
The information provided here is for information purposes only and is not intended to constitute legal advice. Legal advice should be obtained from qualified legal counsel for all specific situations.
