Investment Incentives Vietnam: Legal Framework, Eligibility and Clawback Risk

Updated: 10 October 2026 · IVLF Advisors

Investment incentives Vietnam offers are no longer granted by certificate and then forgotten. Under Decree 96/2026/ND-CP, incentives are self-applied on the basis of the investment approval or registration document, several are conditioned on capital disbursement within fixed periods, and the global minimum tax can neutralise much of a tax holiday’s value for large groups. The legal risk has moved from obtaining the incentive to defending it on audit.

For counsel, that shift has three consequences. The wording of the project objective in the IRC becomes evidence of eligibility. Disbursement thresholds become de facto covenants. And the incentive analysis must be run net of Pillar Two before an investment committee treats it as value. This article maps how investment incentives Vietnam are created, conditioned, defended and lost, from the Law on Investment No. 143/2025/QH15 down to the evidence file.

Regulatory update as of 10 October 2026: the Law on Investment 2025 and Decree 96/2026 now sit alongside the CIT Law 67/2025/QH15 and its guiding Decree 320/2025/ND-CP, so the legal basis of each incentive must be traced across three instruments. Law 24/2026/QH16 (effective 1 March 2027) will also replace the conditional business lines list, which can affect sector-based eligibility.

Legal architecture of investment incentives Vietnam

The framework has three layers: the Law on Investment defines forms, bases and principles; Decree 96/2026 sets eligibility conditions, disbursement thresholds and application mechanics; and the sector statutes — the CIT Law, import duty legislation and land legislation — fix rates and durations.

A structural point follows from Article 19.2 of the Law, which now allows a foreign investor to incorporate before obtaining an IRC. Investment incentives Vietnam attach to the project as registered, not to the company as incorporated. An entity formed early may trade, hire or contract before any incentive basis exists, and income earned outside the registered project will not ordinarily benefit. Map which revenue streams fall inside the project scope before the IRC objective is fixed [Verification Required for specific facts].

Forms of investment incentives Vietnam under Article 14

Read the Law on Investment 2025 alongside each sector statute; the Law alone does not fix CIT rates.

The highest-incentive rule

Article 14.9 provides that where a project qualifies for several incentive levels, the investor applies the highest, so incentives are not cumulative across bases. The legal task is to identify the strongest single basis and document it to an audit standard. Article 10.1 also prohibits the State from imposing performance requirements such as local content or export ratios; disbursement conditions attached to incentives operate as eligibility criteria rather than performance requirements.

Eligibility bases for investment incentives Vietnam

Article 15 identifies incentivised sectors and areas; Decree 96/2026 adds scale and disbursement criteria. Eligibility for investment incentives Vietnam turns on the project as registered, not on the investor’s wider business.

Incentivised sectors

Incentivised sectors are defined in detailed lists under implementing regulations [State Authority Practice / Verification Required — current list]. The recurrent defect is a mismatch between a generic IRC objective (“manufacture of electronic components”) and a list entry requiring a specific product or technology. Draft the project objective in the language of the incentive list and keep technical evidence that the product or process falls within it. Authorities and auditors read the registered objective literally when they test investment incentives Vietnam claims.

Incentivised areas after administrative mergers

Since 1 July 2025 Vietnam operates with 34 provinces and cities on a two-tier local government model, with districts abolished and many communes merged. Article 22 of Decree 96/2026 governs how incentivised areas are determined where commune-level units have merged. Confirm area status under the new administrative unit, not legacy maps.

Scale and disbursement conditions

Articles 19 and 21 of Decree 96/2026/ND-CP tie certain incentives to disbursement thresholds. Examples: projects of VND 6,000 billion or more disbursing VND 6,000 billion within three years; technology or strategic projects disbursing VND 1,000 billion within three years; digital technology and chip projects disbursing VND 6,000 billion within five years; and special-priority projects of VND 30,000 billion or more disbursing VND 10,000 billion within three years. Check the precise conditions for each category against the official text [Verification Required].

Counsel’s point: a disbursement threshold is, in substance, a covenant. Failure exposes the project to adjustment under Article 23 of Decree 96/2026. Test funding documents, shareholder commitments and construction timetables against it.

Corporate income tax incentives Vietnam under the CIT Law 2025

Corporate income tax incentives Vietnam are usually the largest component by value, and the most exposed to Pillar Two. They are also the part of investment incentives Vietnam that tax authorities audit most closely.

The CIT regime

The CIT Law 2025 (Law 67/2025/QH15) took effect on 1 October 2025 and applies from the 2025 tax period, with Decree 320/2025/ND-CP (15 December 2025) providing guidance [Verify]. The standard rate is 20%. Incentives take the form of preferential rates for defined periods and time-limited exemptions and reductions; this article states no incentive rate or period, because the specific figures must be taken from the CIT Law 2025 and its guidance [Verification Required]. Incentives generally attach to income from the qualifying project, so the taxpayer must account separately for incentivised and non-incentivised income, with a defensible cost allocation method.

Pillar Two and the value of investment incentives Vietnam

National Assembly Resolution 107/2023/QH15 applies the global minimum tax from 2024 to multinational groups with consolidated revenue of EUR 750 million or more, through an income inclusion rule (IIR) and a qualified domestic minimum top-up tax (QDMTT); Decree 236/2025/ND-CP (29 August 2025) provides implementing rules [Verify]. Where the Vietnamese effective tax rate falls below 15%, the QDMTT can collect the difference in Vietnam. For in-scope groups a tax holiday may therefore produce little net benefit, and non-tax incentives and the Investment Support Fund become relatively more valuable. Model jurisdiction-wide, because the effective tax rate is computed on aggregated Vietnamese constituent entities, and qualifying refundable support may be treated differently from tax reductions [Verification Required]. Present investment incentives Vietnam to an investment committee on a post-top-up basis, with the tax holiday, non-tax support and deposit costs shown side by side.

Land rent exemption and other non-tax incentives

Article 14 recognises land rent exemption or reduction as one of the investment incentives Vietnam can offer, with conditions and durations set by land legislation [Verification Required]. Two legal points are often overlooked:

• A land rent exemption operates on a land lease from the State. A tenant sub-leasing from an industrial park developer benefits only to the extent the developer’s own incentive is passed through in the sub-lease price — a matter of contract, not statute.
• Leasing land directly from the State typically engages investment policy approval, investor selection and the investment deposit (3%, 2% and 1% tiers under Decree 96/2026 Articles 26–27). Weigh the land incentive against those costs and the longer timetable.

For site selection, compare investment incentives Vietnam on a total-cost basis: land rent exemption, deposit, approval timetable, infrastructure readiness and sub-lease pricing together. Import duty exemptions on fixed-asset goods are valuable during construction and fit-out; sequence registration of exempt goods lists with equipment procurement [Verify mechanics].

Special investment incentives and the Investment Support Fund

Special investment incentives sit at the top of the hierarchy of investment incentives Vietnam can grant. Article 17 permits them by decision of the Prime Minister, with rates and durations linked to the CIT Law and land law. These are negotiated outcomes for large or strategic projects and carry heavier commitments. Article 16 establishes the Investment Support Fund. Confirm eligibility criteria, support levels and procedures from implementing regulations [Verification Required].

IVLF recommendation: where a project is a candidate for special investment incentives, prepare the incentive case in parallel with any policy approval file, since the same facts — scale, technology, disbursement — drive both.

Securing and defending investment incentives Vietnam

Because Article 24 of Decree 96/2026 makes incentives self-applied on the basis of the investment approval or registration document, there is no separate incentive certificate to rely on. Protection depends on the evidence file and on managing changes.

Self-application and the evidence file

• IRC or approval with a project objective aligned to the incentive list;
• confirmation of area status under the post-2025 administrative units;
• disbursement evidence reconciled to quarterly and annual reports on Circular 55/2026 Forms I.3.1 and I.3.2, with capital flows evidenced through the foreign investment capital account (Circular 38/2026/TT-NHNN, effective 18 August 2026);
• separate accounting for incentivised income and a documented cost allocation method;
• technical evidence for technology- or product-based eligibility.

A short gating review of investment incentives Vietnam before the IRC is filed catches the commonest errors: an objective that does not match the list, an unmapped revenue stream, or a disbursement schedule that the funding plan cannot meet.

Adjustment, change of law and transactions

Article 23 of Decree 96/2026 governs adjustment of incentives, relevant where disbursement falls short or the project changes. Precede any IRC amendment (capital increase, change of objective, project transfer) with an incentive impact review. Article 12 of the Law provides investment guarantees upon change of law, with a three-year window (Article 12.5) to request remedies; Law 24/2026/QH16 is a reminder that the framework is still moving.

In M&A, a buyer should diligence the incentive basis, disbursement record and audit history, and obtain a specific tax indemnity for pre-closing incentive clawback. Whether incentives continue unaffected after a change of investor or project transfer must be confirmed on the facts [State Authority Practice / Verification Required].

IVLF typically delivers an Incentive Eligibility & Defence File — basis analysis, IRC objective wording, disbursement covenant map and Pillar Two overlay — and maintains it through our tax and technology practices alongside work permits, temporary residence cards and retainer support.

Frequently Asked Questions

Do foreign-invested companies qualify for investment incentives Vietnam offers?

Yes. Eligibility for investment incentives Vietnam under the Law on Investment 2025 depends on the project’s sector, location and scale, not on investor nationality, subject to any specific statutory restrictions.

Is a separate incentive certificate required?

Generally no. Under Article 24 of Decree 96/2026, incentives are self-applied based on the investment approval or registration document, so the evidence file must be complete.

Can a project combine several bases for investment incentives Vietnam grants?

Not cumulatively. Article 14.9 of the Law on Investment 2025 applies the highest incentive level where a project qualifies on several bases.

How does Pillar Two affect CIT incentives?

For groups with revenue of EUR 750 million or more, a Vietnamese effective rate below 15% may trigger a QDMTT top-up under Resolution 107/2023/QH15, eroding CIT incentive value.

Can incentives be lost after they are applied?

Yes. Article 23 of Decree 96/2026 provides for adjustment, for example where disbursement thresholds are missed or the project changes. Audits may also deny unsupported self-application.

Conclusion

Investment incentives Vietnam reward preparation. Settle the strongest eligibility basis before drafting the IRC objective, treat disbursement thresholds as covenants, and model every tax incentive net of Pillar Two. Build the evidence file from the first filing, because the authority will test it on audit, not on application.

This article provides general information as of 10 October 2026 and is not legal advice on any specific matter. Contact IVLF Advisors for advice on your facts.