The Vietnam Law on Investment 2025 arrived in layers, not as one event: the statute on 1 March 2026, the implementing decree on 31 March, new forms on 15 May, revised enterprise registration rules on 23 July, a new foreign-exchange circular on 18 August, and an amending law that bites on 1 March 2027. The commonest error for counsel is not misreading a provision but applying the wrong instrument to a dossier filed between those dates.
This article maps the architecture, compares the new position with the prior regime, adds the 2026 follow-on instruments, and works through the transitional provisions that decide which regime governs a file. Black-letter law, regulator practice and IVLF recommendations are kept apart throughout.
The Vietnam Law on Investment 2025 in Five Layers
Before analysing any provision, identify the instruments that now operate together. A filing that complies with the statute but uses superseded forms, or relies on an enterprise registration rule amended mid-year, will be returned.
| Instrument | Date and effect | What it does for the Vietnam Law on Investment 2025 |
|---|---|---|
| Law 143/2025/QH15 | Passed 11/12/2025; effective 01/03/2026 | Primary statute replacing Law 61/2020/QH14 |
| Decree 96/2026/ND-CP | Issued 31/03/2026 | Procedures, Appendix I lists, deposit, incentives |
| Circular 55/2026/TT-BTC | Effective 15/05/2026 | New forms and reporting templates |
| Decree 296/2026/ND-CP | Effective 23/07/2026 | Amends Decree 168/2025 on enterprise registration |
| Circular 38/2026/TT-NHNN | Effective 18/08/2026 | Foreign exchange for inbound investment |
| Law 24/2026/QH16 | Passed 24/08/2026; mainly 01/03/2027 | New list of 137 conditional business lines |
How to read the layers: the Vietnam Law on Investment 2025 sets the rights and gates, Decree 96/2026 supplies the mechanics, and the later instruments adjust execution. When two layers appear to conflict, the date of filing and the hierarchy of the texts decide, so always cite the layer you rely on.
Law 143/2025/QH15: the primary statute
Law 143/2025/QH15 took effect on 1 March 2026, except Article 51.2–51.3. The Vietnam Law on Investment 2025 keeps the familiar architecture of market access (Art. 8), investment policy approval (Arts. 24–25), the investment registration certificate (IRC, Arts. 26–27) and capital contribution registration (Art. 21), but recalibrates sequencing, authorities and incentives.
Decree 96/2026 and Circular 55/2026
Decree 96/2026/ND-CP, led by the Ministry of Finance, details procedures, market access lists, deposits and incentives. The conditions for issuing IRCs for projects outside policy approval are reported to apply from 15 May 2026 [State Authority Practice / Verification Required]. Circular 55/2026/TT-BTC replaces Circulars 03/2021, 25/2023 and 06/2025/TT-BKHĐT as the forms instrument.
Foreign Investment Reform Vietnam: What Actually Changed
The foreign investment reform Vietnam adopted through the Vietnam Law on Investment 2025 is best read as procedural modernisation rather than a change of policy on who may invest. The table compares principal positions. The 2020 column reflects general understanding of the prior regime, not pinpoint citation.
| Topic | Prior regime (LOI 2020) | Vietnam Law on Investment 2025 | Pinpoint |
|---|---|---|---|
| Foreign-established companies | IRC before establishing the company | Company may precede IRC procedures, subject to market access | Art. 19.2 |
| IRC authority outside zones | Department of Planning and Investment | Provincial Department of Finance | Art. 27 |
| Processing time, no policy approval | Longer statutory period | 10 working days if conditions met | Decree 96/2026, Art. 39.3 |
| Financial capacity | Audited statements commonly required | Not required; no validity period for parent support letters | Decree 96/2026, Art. 6.7 |
| Zone projects | Standard procedure | Optional registration-based procedure | Art. 28 |
| Deposit | Tiered percentages | 3% / 2% / 1% tiers; 25% or 50% reductions | Decree 96/2026, Arts. 26–27 |
Sequencing under the Vietnam Law on Investment 2025: company before IRC
Article 19.2 is the headline of the foreign investment reform Vietnam has adopted: a foreign investor may establish an economic organisation before IRC procedures, but must meet Article 8 market access conditions at establishment. Article 29.2 still bars implementation before the IRC. Classification is unchanged in substance: Article 20.1 treats an entity with more than 50% foreign charter capital, directly or indirectly, as a foreign investor. Our series note on incorporating before the IRC examines the interim-entity risks.
Investment procedures Vietnam under Decree 96/2026
The procedural guarantees bind the authority as well as the applicant, and are useful reference points in correspondence:
- Language: Vietnamese dossiers; foreign-language documents need Vietnamese translation (Art. 5).
- Receipt and supplementation: receipt notice within 2 working days; supplements may be requested once, in writing; cure time is excluded from the clock; refusals must be reasoned (Art. 6).
- Electronic filing: digital signature required, paper prevails if inconsistent; foreign investors investing before forming an entity are exempt (Art. 6.5(a)).
- Consultation: a consulted agency’s silence past the deadline is deemed agreement (Art. 6.6(b)).
Counsel’s note: the single-request rule rewards a complete first filing, because the clock stops while the applicant cures.
Zones, deposit and incentives
Article 28 offers an optional registration-based route for projects in industrial, export processing, hi-tech, digital technology and free trade zones, the international financial centre and functional areas of economic zones. It dispenses with policy approval, technology appraisal, EIA and construction permits against written undertakings. For land-based projects, Decree 96/2026, Arts. 26–27, fixes the deposit at 3% of the first VND 300 billion, 2% of the portion to VND 1,000 billion and 1% above, excluding land fees and infrastructure handed to the State. Incentives under Arts. 14–17 are retained, with the highest applicable incentive prevailing (Art. 14.9), and certain incentives are tied to disbursement thresholds (Decree 96/2026, Arts. 19, 21). Our tax practice models these against global minimum tax.
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What the Vietnam Law on Investment 2025 Leaves Unchanged
Counsel should resist the assumption that simplification means liberalisation:
- Market access remains the gateway: same access as domestic investors except the Article 8.2 lists, now in Appendix I to Decree 96/2026 (Part A not open; Part B conditional).
- Performance requirements remain prohibited (Art. 10.1).
- Acquisitions remain outside the IRC regime (Art. 26.2), but Article 21.3 prior registration applies to conditional-sector increases, crossings of 50% and sensitive land.
- Remittance of capital and profits remains guaranteed after financial obligations are met (Art. 11).
Counsel’s takeaway: the Vietnam Law on Investment 2025 shortens the path, but the gates on it are substantially the same. A foreign investor who read the reform as a relaxation of sector controls will find the same Appendix I screening applied, only earlier or by self-commitment.
The 2026 Delta: Decree 296/2026, Circular 38/2026 and Law 24/2026
Three instruments issued after the statute change how a transaction is executed.
Decree 296/2026: company-first registration
Effective 23 July 2026, Decree 296/2026/ND-CP (Art. 7) makes the company-first right in the Vietnam Law on Investment 2025 operational: the enterprise registration dossier omits the IRC copy and the application includes a commitment to satisfy market access conditions. Translator-signature certification replaces notarisation (Art. 19), and the registration office should draw on national databases rather than ask for documents it already holds (Art. 1).
Circular 38/2026/TT-NHNN: the capital account
Circular 38/2026/TT-NHNN, effective 18 August 2026, replaced Circular 06/2019/TT-NHNN (Art. 18). Market usage still says DICA; the circular says “foreign investment capital account”. Before an IRC, only an entity already established may open it, for charter capital, lawful pre-investment costs and refunds (Arts. 5.1, 7.3). Opening before the company exists is not expressly addressed [Verification Required]. Remittance must run through the account (Arts. 11–12).
Law 24/2026/QH16: the 2027 list
Law 24/2026/QH16, passed 24 August 2026 and effective mainly 1 March 2027 (Arts. 1.1 and 3.1 from 1 January 2027), replaces Appendix IV with 137 conditional lines and adds an N2O trading prohibition.
Applying the Vietnam Law on Investment 2025 to a New Project: A Five-Step Checklist
A practical sequence for a new project under the Vietnam Law on Investment 2025 keeps the legal analysis ahead of the filing:
- Classify the investor. Run the Article 20 test through the whole ownership chain before choosing any procedure.
- Map the sector. Check Appendix I to Decree 96/2026 now, and the Law 24/2026/QH16 list for anything that will operate after 1 March 2027.
- Choose the sequence. Decide between IRC-first and company-first by reference to market access risk, contracting deadlines and the bank’s position on the capital account.
- Prepare on current forms. Use the Circular 55/2026 templates and confirm which investment procedures Vietnam authorities apply locally.
- Diarise the clocks. The 90-day charter capital deadline, the performance deposit and quarterly reporting all run independently of the IRC.
Counsel’s takeaway: the Vietnam Law on Investment 2025 rewards early classification; most returned dossiers trace to a wrong first assumption, not a missing document.
Transitional Provisions Under the Vietnam Law on Investment 2025
The transitional provisions are scattered across several instruments. Record the governing regime for every live file in the matter record.
Pending dossiers and forms
- Before 1 March 2026: valid dossiers received before that date continue under LOI 2020, with exceptions (Art. 52.14) to be checked per file [Verification Required].
- Forms: valid dossiers on old forms filed before 15 May 2026 continue; afterwards use the new forms, including I.1.13 for capital contribution registration and I.3.1 and I.3.2 for reporting.
Existing investors and repealed lines
- Existing operations: may continue; new companies, projects and scope changes must meet new market access conditions (Decree 96/2026, Art. 17.5).
- Conditional lines: under Law 24/2026/QH16 pending applications for repealed lines are halted or returned; existing licences remain valid until expiry.
- Existing capital accounts: companies holding charter capital in payment accounts may move it to the investment capital account (Circular 38/2026, Art. 19.1).
- Change of law: Article 12 preserves investment guarantees, with a three-year window to request remedies (Art. 12.5).
Open Questions and Risk Ratings
Several points are not resolved by the verified texts. Ratings reflect consequence if the point is wrongly assumed.
| Open question | Current position | Risk | Handling |
|---|---|---|---|
| Company-first entity in a conditional sector later found non-compliant | Commitment under Decree 296/2026, Art. 7; consequences unspecified | High | IRC-first for Appendix I, Part B |
| Dossier list, amendment and reporting rules after Art. 27 of Decree 96/2026 | Not fully reviewed | Medium | Confirm against official text [Verification Required] |
| Capital contribution registration timing | 15 days under prior Decree 31/2021 practice | Medium | Buffer long-stop dates [Verification Required] |
| Account opening before the company exists | Not addressed in Circular 38/2026 | Medium | Pre-clear with the bank [State Authority Practice / Verification Required] |
| Licences in progress against the 137-line list | Pending applications for repealed lines halted | Low | Map licences now |
Implications for Live Transactions
Under the Vietnam Law on Investment 2025, three adjustments to documents in negotiation are typical:
- M&A: Article 21.3 prior registration remains a condition precedent where triggered; long-stop dates should reflect the single-supplementation rule.
- Greenfield: timetables can be compressed, but leases and employment contracts of a company-first entity should be conditional on the IRC.
- Joint ventures: the Article 20 threshold still drives procedure for onward projects; the shareholders’ agreement should allocate the cost of crossing it.
Hypothetical scenario: A Japanese manufacturer filed an IRC dossier in February 2026, received a supplementation request in April and refiled in June on old forms. Counsel must ask whether Article 52.14 keeps the file under LOI 2020, whether old forms remain acceptable for a resubmission after 15 May, and whether withdrawing and refiling under Article 28 would be faster. Each answer turns on how the authority treats the original receipt date.
The governing regime depends on filing history, sector and location. IVLF prepares a Regulatory Impact Memo mapping each live licence and dossier to its instrument, and an IRC filing pack on the Circular 55/2026 forms. See our company incorporation practice; telephone (+84) 936 726 065.
Planning Your Market Entry into Vietnam?
Foreign ownership restrictions and capital account regulations vary significantly by industry sector. Send your proposed business scope and target timeline to our Corporate Practice Team via WhatsApp or Email for a complimentary 24-hour Feasibility & Regulatory Check.
Frequently Asked Questions
When did the Vietnam Law on Investment 2025 take effect?
The Vietnam Law on Investment 2025 (Law 143/2025/QH15) took effect on 1 March 2026, except Article 51.2–51.3, replacing Law 61/2020/QH14. Decree 96/2026 was issued on 31 March 2026.
Which law governs a dossier filed before 1 March 2026?
Valid dossiers received before 1 March 2026 continue under the 2020 Law, with exceptions (Art. 52.14 of the Vietnam Law on Investment 2025). Check the exceptions against the official text for each file.
What is the IRC processing time under the Vietnam Law on Investment 2025?
For projects not requiring policy approval, 10 working days from a valid dossier if the Article 39.3 conditions of Decree 96/2026 are met.
Do existing foreign-invested companies need new licences?
No. Under the Vietnam Law on Investment 2025, investors operating under prior rules may continue (Decree 96/2026, Art. 17.5); new projects and scope changes must meet the new conditions.
What does Law 24/2026/QH16 change?
It amends the Vietnam Law on Investment 2025 by replacing the conditional business lines list with 137 lines and prohibits N2O trading, mainly from 1 March 2027. Existing licences stay valid until expiry.
Conclusion: Map Every File to Its Regime
Treat the Vietnam Law on Investment 2025 as a set of dated instruments rather than a single text. Open a short regime memo for each live matter recording the filing date, governing instrument, forms used and exposure to the 2027 list. Under the Vietnam Law on Investment 2025, that discipline separates a 10-day licence from a returned dossier. Re-run it when further guidance on Decree 96/2026 issues, and brief the deal team on the transitional provisions before long-stop dates are set.
This article provides general information as of 10 October 2026 and does not constitute legal advice on any specific matter. Obtain advice on your particular facts before acting.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
