The main amendments for foreign investors under the 2025 Investment Law
2026/08/21
- I-GLOCAL.CO.,LTD Ho Chi Minh Office
- Bui Thuy An
Executive Summary
① Overview — The 2025 Investment Law (No. 143/2025/QH15) took effect on March 1, 2026, repealing the 2020 law; it shifts the management approach from “ex-ante approval” to “ex-post supervision” and simplifies procedures to make it easier for FDI enterprises to operate.
② Conditional business lines — 38 conditional business lines were cut, and 20 lines shift from the “ex-ante approval (tiền kiểm)” to the “ex-post supervision (hậu kiểm)” method (effective July 1, 2026; detailed lists still pending).
③ FDI establishment order (IRC/ERC) — Where market-access conditions are met, an enterprise may now obtain the ERC first and apply for the IRC afterward, shortening setup time; however, the IRC filing deadline, permitted pre-IRC activities, and the treatment upon IRC rejection remain unclear.
④ Project operating period — The 50-year (outside economic zones) / 70-year (within) caps are unchanged, but certain projects (hi-tech park infrastructure, concentrated digital technology zones, special-incentive projects, etc.) may be extended up to 70 years; delays due to force majeure or administrative procedures are excluded from the period.
⑤ Special investment procedures — International Financial Centers (in Ho Chi Minh City and Da Nang) were added to the eligible areas; qualifying projects are exempt from procedures such as investment policy approval, technology appraisal, EIA, detailed urban planning, and construction/fire-prevention permits (implementation details still pending).
Introduction
On March 1, 2026, the amended Investment Law (No. 143/2025/QH15) came into effect, thereby repealing the former Investment Law (No. 61/2020/QH14) enacted in 2020. This amendment substantially revises the procedures and rules relating to investment and business in Vietnam. There are three main points: shortening the time required for market entry, reducing the cost of the various procedures, and creating an environment in which foreign direct investment enterprises (hereinafter “FDI enterprises”) can operate their businesses more easily.
1. Changes to the management regime for conditional investment and business lines
1-1 Substantial reduction of conditional investment and business lines
Compared with the 2020 Investment Law, the 2025 Investment Law reduces conditional business lines by 38, thereby easing market-entry restrictions on various investment and business activities in Vietnam.
The lines subject to reduction include recruitment services, labor dispatch, commercial inspection, apartment management, the execution of construction and building works, and foreign construction contractor services. On the other hand, reflecting the trend toward digitalization, the operation of data trading platforms, crypto-asset-related services, personal data processing services, and the like have been newly added as conditional business lines.
1-2 Shift from the “ex-ante approval method” to the “ex-post supervision method”
The “ex-ante approval method” is a mechanism that requires obtaining permits or certifications from administrative agencies before commencing business, whereas the “ex-post supervision method” is a mechanism under which an enterprise self-declares its compliance with the applicable standards and commences business, with the administration confirming this through subsequent on-site inspections. Under the 2025 Investment Law, a shift from the conventional “ex-ante approval method” to the “ex-post supervision method” is planned for 20 business lines. The government is expected to publish the following two lists:
・A list of lines for which permits or certifications must be obtained before commencing business
・A list of lines that will shift from the ex-ante permit/certification method to the publication of business conditions and the ex-post supervision method
At present, the detailed lists and implementing regulations have not yet been published. Since the provisions relating to conditional business lines will take effect on July 1, 2026, it is necessary to await guidance from the government until then.
２.Change in the order of the procedures for establishing an FDI enterprise
When establishing an FDI enterprise in Vietnam, two certificates are required.
- Investment Registration Certificate (IRC): certifies the registered content of the investment project (purpose, scale, total investment amount, investors, etc.).
- Enterprise Registration Certificate (ERC): certifies the establishment of the enterprise and its basic information (enterprise name, head-office location, legal representative, capital, enterprise code, etc.).
Previously, it was necessary to obtain the IRC first and then the ERC; however, under the 2025 Investment Law, where certain conditions are met, it has become possible to obtain the ERC first and then apply for the IRC.
As a result of this change, because the IRC can be applied for while advance preparations such as office leasing and recruitment proceed after the ERC is obtained, the period from establishment to the commencement of business can be shortened. On the other hand, the deadline for applying for the IRC after obtaining the ERC, the scope of activities that may be carried out before the IRC is obtained, and the treatment where the IRC is not approved are not clear at present.
Therefore, for the time being, it is important to keep a close watch on the detailed guidelines to be issued by the government and to consider carefully the order of the investment licensing procedures appropriate for one’s own company (whether to obtain the IRC first or the ERC first).
3.Revision of the provisions on the operating period of investment projects
The maximum operating period of an investment project is, as a rule, 50 years outside economic zones (general areas other than designated areas such as industrial parks and hi-tech parks) and 70 years within economic zones (special development areas designated by the government, such as industrial parks, export processing zones, and hi-tech parks); this point remains unchanged from before. However, it has been clarified that the following projects may be extended up to a maximum of 70 years:
・Investment projects relating to the infrastructure development and operation of hi-tech parks
・Hi-tech park industrial zones
・Concentrated digital technology zones
・Projects eligible for special incentives and special investment support, etc.
In addition, it has been provided that, where a project is delayed due to force majeure, delays in administrative procedures, or the like, the period of such delay shall not be included in the operating period. This is an amendment worth noting for enterprises considering long-term projects.
4.Expansion of the scope of application of the “special investment procedures”
Under Article 28 of the 2025 Investment Law, International Financial Centers (financial special zones established in Ho Chi Minh City and Da Nang City) have been newly added to the areas subject to the “special investment procedures.” The “special investment procedures” is a system that, only for projects within designated areas, allows exemption from the following procedures that would ordinarily be required:
・Investment policy approval
・Technology appraisal
・Environmental impact assessment report
・Formulation of detailed urban planning
・Permits in the construction and fire-prevention fields
In lieu of exemption from the above procedures, the submission of the following two items is required: (1) a written commitment to comply with the laws and regulations, and (2) a project proposal (including environmental and technology assessments where necessary (if any)). The content of these “special investment procedures” themselves remains unchanged from the former provisions.
The applicable areas are industrial parks, export processing zones, hi-tech parks, concentrated digital technology zones, free trade zones, functional zones within economic zones (specific-purpose sections for industry, export processing, tourism, and the like established within economic zones), and the newly added International Financial Centers. However, the details of the implementation procedures have not yet been published. It will be necessary to check the decrees and the like to be published in the future.
Conclusion
The 2025 Investment Law shifts the management approach from the “ex-ante approval type” to the “ex-post supervision type,” and advances the simplification of procedures and the flexibilization of the system. This is expected to make it easier for foreign enterprises to conduct business in Vietnam. However, since detailed implementing regulations have not been established for some of the provisions, when considering how to respond under the new rules, it is important to continually check the latest decrees and circulars.
References
・Investment Law No. 143/2025/QH15
・Investment Law No. 61/2020/QH14
・Law No. 57/2024/QH15 amending and supplementing a number of articles of the Law on Planning, the Law on Investment, the Law on Investment under the Public-Private Partnership Model, and the Law on Bidding
