(Key Takeaways from the Executive Symposium: “Vietnam – Beyond The First Mile” co-organized by SB Law, Standard Chartered Bank, and Sumitomo Corporation)
2026 marks a transformative advancement in Vietnam’s institutional framework with the synchronized implementation of the Law on Investment 2025, the Hague Apostille Convention, the DPPA mechanism, and a digitalized risk-based tax administration system.
Below are 5 critical pillars to help investors, CFOs, and General Counsels optimize their projects:
1️⃣ Slashing Pre-Construction Timelines from 6–12 Months to Just a Few Weeks (Law on Investment 2025):
- Special Investment Procedure (Article 28) in industrial zones: Complete exemption from investment policy approval, technology appraisal, Environmental Impact Assessment (EIA), 1/500 detailed planning, construction permits, and pre-construction fire safety approvals.
- ERC-First Entry Mechanism (Article 19.2): Incorporate the enterprise first (securing the Enterprise Registration Certificate – ERC) to open capital accounts, execute land sub-leases, and recruit personnel from day one.
2️⃣ Foreign Document Authentication in Just 1 to 4 Days via the Hague Apostille Convention:
- Under Decree 293/2026/ND-CP (active between Vietnam and 125 contracting states), overseas parent company public documents (Certificates of Incorporation, Charters/Bylaws, Audited Financial Statements, Powers of Attorney) only require a single Apostille sticker for direct onshore acceptance, bypassing two-step consular legalization.
- Note: Commercial invoices, shipping manifests, and Certificates of Origin (C/O) fall outside the scope of Apostille.
3️⃣ Avoiding the F0–F1–F2 “Foreign Status” Trap & Strict Ban on Nominee Arrangements:
- F1 or F2 entities with foreign equity exceeding 0% are treated AS FOREIGN INVESTORS when acquiring equity or setting up new projects (Article 20, Law on Investment 2025).
- Strict prohibition against nominee shareholding via local individuals; mandatory establishment of an internal Ultimate Beneficial Owner register (UBO ≥25%).
4️⃣ Transfer Pricing Controls & Capital Movement via DICA:
- Parent-guaranteed loans exceeding 25% of equity that constitute over 50% of total medium/long-term debt automatically trigger a related-party classification;
- All charter capital injections, offshore loan drawdowns/repayments, and profit repatriations must strictly transit through an authorized Direct Investment Capital Account (DICA).
5️⃣ Unlocking 3 Data Safe-Harbors & Sourcing Green Energy via DPPA:
- Mitigate potential fines of up to 5% of gross turnover by utilizing 3 statutory exemptions from filing cross-border Data Protection Impact Assessment (DPIA) dossiers under Decree 356/2025: (i) Internal corporate cloud storage; (ii) Cross-border HR management under registered Internal Labor Regulations (ILRs); (iii) Contact details of authorized representatives for commercial contracts and logistics.
- Leverage the Direct Power Purchase Agreement mechanism (DPPA – Decree 80/2024) to secure verified renewable energy attributes, directly fulfilling EU Carbon Border Adjustment Mechanism (CBAM) requirements.
👉 For in-depth legal consultation on FDI Project Structuring, M&A Transactions, Tax & Transfer Pricing Compliance in Vietnam, please contact:
📩 Legal Counsel: Lawyer Nguyen Thanh Ha – SB Law Firm
🌐 Website: sblaw.vn
📞 Hotline/Zalo: 0904 340 664
🏢 Offices: Hanoi & Ho Chi Minh City
#SBLaw #VietnamBeyondTheFirstMile #FDI #InvestmentLaw2025 #Apostille #CorporateIncomeTax #DICA #DPPA #StandardChartered #SumitomoCorporation #LegalAdvisory
