Vietnam’s Investment Law Amendments 2025: Key Changes and Implications for Foreign Investors
Overview of the 2025 Amendments
On 11 December 2025, Vietnam’s National Assembly passed extensive amendments to the Law on Investment, representing one of the most substantial recalibrations of the country’s investment framework in recent years. The amended law takes effect during 2026 and reflects a policy shift toward regulatory simplification, transparency, and strategic investment attraction.
Rather than incremental technical updates, the reforms follows the recent trend of a broader repositioning of Vietnam’s investment environment. Gradually reducing administrative burdens, licensing processes further streamlined, and investment incentives refocused to align with Vietnam’s long-term socio-economic objectives. At the same time, the Government has strengthened oversight for projects involving land use, environmental impact, infrastructure, and national security considerations.
For foreign investors, the amendments present a combination of new opportunities and new compliance considerations. Understanding how these changes operate in practice is critical for market entry, restructuring, expansion, and ongoing regulatory compliance in Vietnam.
Removal and Reform of Conditional Business Lines
A cornerstone of the 2025 amendments is the reduction of conditional business activities, with 38 conditional business lines removed and 20 further activities amended. These changes significantly reduce pre-operation licensing requirements across a wide range of sectors, including finance, construction, transportation, agriculture, technology, and services.
The regulatory approach has shifted away from blanket pre-licensing toward:
Elimination of unnecessary conditions, or
Replacement of licensing and certification with published business requirements subject to post-inspection (hậu kiểm) supervision.
Importantly, technical regulations and product or service standards issued by competent authorities are no longer treated as investment or business conditions under the Law on Investment. This distinction removes ambiguity that has historically created compliance risk for foreign investors.
The Government will issue two new lists:
Conditional business activities that remain subject to pre-operation licensing or certification; and
Conditional business activities transitioning to published conditions with post-inspection management.
For foreign investors, these changes materially lower barriers to entry and reduce regulatory friction, while increasing the importance of ongoing compliance and audit-ready operations.
Investment Incentives Restructured
The amendments introduce a significant redesign of Vietnam’s investment incentive regime. Rather than prescribing a fixed list of incentivised industries, the law now sets overarching principles, empowering the Government to determine priority sectors in line with each stage of socio-economic development.
Priority investment areas now clearly include:
Science, technology, and innovation
Green economy, circular economy, and sustainable development
High value-added manufacturing and global value-chain integration
Key industries such as pharmaceuticals, advanced manufacturing, and supporting industries
The regime for special investment incentives has also been reformed. Previous capital thresholds, which were often impractical to meet, have been removed in favour of more flexible criteria determined by the Government. New categories eligible for special incentives include:
Semiconductor research, design, fabrication, and testing
Digital technology product manufacturing
Data centres and artificial intelligence facilities
These reforms reflect Vietnam’s ambition to position itself as a regional hub for high-technology, digital transformation, and sustainable industries, while remaining competitive in the global race for strategic capital.
Changes to Investment Forms and Structures
While the core forms of investment in Vietnam remain unchanged, the amendments introduce important procedural and structural clarifications that significantly benefit foreign investors.
A key reform allows foreign-invested enterprises to be established before issuance or adjustment of an Investment Registration Certificate (IRC). Previously, the IRC was required as a precondition to company establishment, creating delays and unequal treatment between domestic and foreign investors.
The new framework:
Ensures greater parity between domestic and foreign investors
Reduces licensing timelines, with enterprise registration potentially completed within three working days
Allows banks to open Direct Investment Capital Accounts (DICA) without reliance on the IRC as a prerequisite
Enables the project-implementing entity, rather than the foreign investor itself, to be recorded as the IRC investor in certain cases
Clarifications have also been introduced for Business Cooperation Contracts (BCCs), allowing assets formed during cooperation to be used to establish an enterprise, with detailed regulations to be issued under implementing legislation.
Investment Policy Approval (IPA) Reforms
The amendments significantly recalibrate the Investment Policy Approval (IPA) regime, clarifying project categories, expanding coverage in certain areas, and adjusting approval authority.
Key changes include:
Expansion of IPA requirements to projects involving State allocation of marine areas
Continued oversight of land-intensive projects such as housing, urban development, and golf course projects, regardless of scale
Inclusion of infrastructure projects in newly established zones, including concentrated IT zones
Approval authority has also been streamlined:
The National Assembly’s role is narrowed to projects requiring special mechanisms or policies
The Prime Minister assumes approval authority for most major projects
At the provincial level, approval authority shifts from the People’s Committee to the President of the People’s Committee, reinforcing accountability and consistency with local governance laws
These reforms are designed to balance faster approvals with stronger upfront State oversight for sensitive or high-impact investments.
Simplified Outbound Investment Rules
The amendments also address long-standing challenges in Vietnam’s overseas investment regime. Recognising that most outbound investments are relatively small and privately funded, the law introduces a tiered and risk-based approach.
Notable changes include:
Abolition of National Assembly approval for overseas investment
Reduced reliance on Overseas Investment Registration Certificates for lower-value projects
Greater emphasis on foreign exchange registration with the State Bank of Vietnam, rather than full project approval
This shift aligns Vietnam’s outbound investment controls more closely with international practice, facilitating overseas expansion while maintaining appropriate monitoring of capital flows.
Download the Full Publication
Alitium’s publication “Amendments to Vietnam’s Law on Investment: Key Changes from December 2025” provides a structured and practical analysis of the reforms, including detailed appendices outlining removed and amended conditional business activities.
Download the full PDF to understand how these changes affect:
Market entry and licensing strategy
Investment structuring and incentives
Project approvals and regulatory risk
Long-term compliance for foreign-invested enterprises
For tailored advice on how the 2025 amendments apply to your investment or operations in Vietnam, Alitium’s investment, legal, and compliance teams are available to assist.
This guide is intended as a general overview only and does not constitute legal or tax advice. While it aims to present useful insights, it is important to note that the content shared here should not be considered as formal legal, tax or financial advice. For specific guidance on tax obligations or legal matters related to your business, we strongly recommend consulting with a qualified professional, such as a tax advisor or legal expert or directly reach out to us.
If you would like further advice then please reach out to us via our contact page: https://www.alitium.com/contact/
