Question: I am a foreign investor planning to establish a company in Vietnam to implement a project in late 2026. I understand that Vietnam has just promulgated the 2025 Investment Law. I would like to ask what new points there are, compared with the Investment Law 2020, regarding the establishment of an economic organization before carrying out the procedures for issuance or amendment of the Investment Registration Certificate; in which cases a project is required to obtain approval of the investment policy and which authority has competence; and whether there are any changes in the management of conditional business investment lines.
Answer:
The 2025 Investment Law has several new points regarding conditional business investment lines, the time at which a foreign investor may establish an economic organization to implement a project, and the cases and competence for approval of the investment policy. Certain contents regarding dossiers, sequence, and procedures for approval of the investment policy and the issuance and amendment of the Investment Registration Certificate are assigned to the Government to regulate.
Note: The 2025 Investment Law was passed by the National Assembly on 11/12/2025 and takes effect from 01/3/2026 (certain provisions have separate effective dates). Therefore, at the present time this Law has not yet taken effect, the implementation of procedures and application of law still need to be based on the 2020 Investment Law and the current guiding documents until the 2025 Investment Law takes effect and there are detailed regulations from the Government.
1.Establishment of an economic organization before carrying out the procedures for issuance or amendment of the Investment Registration Certificate
Pursuant to point c clause 1 Article 22 the 2020 Investment Law, before establishing an economic organization, a foreign investor must have an investment project and carry out procedures for issuance, amendment of the Investment Registration Certificate, except for certain cases of small and medium enterprises with innovative start up and innovative start up investment funds.
Meanwhile, clause 2 Article 19 of the 2025 Investment Law permits a foreign investor to establish an economic organization to implement an investment project before carrying out the procedures for issuance or amendment of the Investment Registration Certificate, meaning that the investor may choose to establish before or after the procedures for the Investment Registration Certificate.
Note: It is necessary to monitor the Government’s guiding regulations to determine the specific implementation method.
2.Cases requiring approval of the investment policy and the competent authority
The 2025 Investment Law provides for 20 groups of projects that must obtain approval of the investment policy in Article 24 and delegates competence authority in Article 25 compared with the Investment Law 2020 as follows:
- The National Assembly only approves the investment policy for projects that require application of special mechanisms and policies that differ from the provisions of a law or a resolution of the National Assembly.
- The Government approves the investment policy for 08 groups of projects, including cases such as large-scale conversion of forest land use purposes, large-scale conversion of rice-growing land use purposes, projects involving betting or casino business, nuclear power plants, and projects of foreign investors in certain fields such as telecommunications with network infrastructure, afforestation, publishing, and press.
- The provincial-level People’s Committee approves 13 groups of projects, including projects requesting the State to allocate land or lease land without auction, or requesting conversion of land use purposes, projects in areas affecting national defense and security, and certain construction projects and projects for trading in infrastructure, housing, and urban areas under Article 24.
- For projects under the competence of the provincial-level People’s Committee that are implemented in an industrial park, export processing zone, hi-tech park, concentrated digital technology zone, or economic zone in conformity with the plan, the Management Board has competence to approve.
- Point d clause 4 Article 24 the 2025 Investment Law clarifies the case of approval of investment policy concurrently with approval of the investor when the project falls under the case where the State allocates land, leases land without auction of land use rights, without bidding for selection of an investor to implement a land using project in accordance with the law.
- The dossier, sequence, and procedures for approval of the investment policy are assigned to the Government to regulate.
3.Thay đổi về ngành, nghề đầu tư kinh doanh có điều kiện
The 2025 Investment Law assigns the Government to publish the List of conditional investment and business lines, trades that require licensing, certification before carrying out investment and business activities; at the same time to determine the List that must shift the method of management of business conditions from licensing, certification to publication of business requirements, conditions for management under the post inspection method.
In addition, the 2025 Investment Law also removes certain conditional lines, trades such as business of services for tax procedures, services for customs procedures, employment services, labor sub leasing services, car warranty, maintenance services and certain temporary import, re export of goods activities.
Finally, the 2025 Investment Law adds certain conditional lines, trades related to unmanned aircraft, other aircraft, engines, propellers and equipment, devices, including import, temporary import for re export, temporary export for re import; business; and research and manufacture, testing, repair, maintenance.
Reference consultation: Foreign investment services
