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Vietnam’s New Investment Law 2026: Key Structural Changes for Foreign Investors

2026.03.17

Introduction 
 
Vietnam’s new Law on Investment, effective as of March 2026, signals a measured shift in the way market entry and project execution are organized for both domestic and foreign investors.  The statute preserves familiar anchors, including maximum project terms and the negative list approach to market access, while recalibrating procedures to reduce front-loaded approvals and strengthen decentralized decision making.  The result is a framework that remains standards-driven, yet offers greater flexibility in how investors structure their presence and phase their projects. 
 
 
1. Company Incorporation Before IRC 
 
Foreign investors are now permitted to establish a Vietnamese company before applying for an Investment Registration Certificate (IRC), provided that the applicable market access conditions for foreign investors are satisfied.  This changes the traditional sequencing of market entry under which investors generally first registered an investment project, obtained an IRC, and only then proceeded with company incorporation.  By separating company formation from project registration, the new law allows a local entity to be established even where a specific investment project has not yet been identified, bringing the entry process for foreign investors closer to that applied to domestic investors. 
 
This revised sequencing allows investors to create a local corporate presence for purposes such as holding activities, regional coordination, or initial market exploration, and to pursue an IRC at a later stage when a concrete project is ready to be implemented.  For groups contemplating phased investments or multiple initiatives, this approach can reduce procedural friction at the outset.  At the same time, incorporation alone does not permit the execution of an investment project.  Any project implementation remains subject to the issuance of an IRC and compliance with sector specific licensing or approval requirements.  Procedural details will be supplemented by implementing regulations, and early confirmation with the competent registration authority may help align expectations on timing and documentation.
 
 
2. Special Procedure for Zone Based Projects 
 
The new law provides a simplified procedural option for investment projects implemented within designated areas, including industrial parks, export processing zones, high tech zones, concentrated digital technology zones, free trade zones, international financial centers, and functional areas of economic zones.  This option is not available where a project is subject to investment policy approval. 
 
For eligible projects, the investment process shifts from a sequence of preliminary approvals to a registration-based model followed by regulatory supervision.  Approvals that would previously have been required at the initial stage, including investment policy approval, technology appraisal, environmental impact assessment, detailed planning approval, construction permits, and fire prevention approvals, are not required prior to project commencement.  Instead, the investor submits a registration dossier together with written commitments to confirm compliance with applicable legal and technical standards.  Before construction begins, the investor must notify the competent authority of the commencement date and submit a techno economic report accompanied by an independent verification report.  Once issued, the investment registration certificate serves as the principal basis for land allocation and ongoing administrative oversight. 
 
This approach differs from the more limited special procedure recognized under the 2020 law, which was closely linked to specific technology driven sectors.  The current framework adopts a broader, location based approach, extending procedural simplification to a wider range of projects implemented in designated zones, while continuing to exclude projects that raise policy level considerations.  In practice, availability depends on project location and its classification under the policy approval regime, with further details to be clarified in implementing regulations. 
 
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3. Restructuring of the Investment Policy Approval Regime 
 
The investment policy approval framework has been reorganized to clarify both the circumstances in which approval is required and the authority responsible for granting it.  Rather than structuring approval around the approving authority, the new law identifies approval requirements by reference to project characteristics and allocates authority accordingly. 
 
Under the revised framework, projects involving special mechanisms or exceptional policy considerations remain subject to approval by the National Assembly, while most other projects requiring investment policy approval are handled by the Prime Minister or the relevant provincial People’s Committee, depending on the project’s nature and location.  The law also identifies the types of projects that require investment policy approval by reference to their substantive characteristics, such as regulated service sectors, significant land use or environmental impact, major infrastructure projects, and projects located in areas relevant to national defense or security.  This gives investors a clearer basis for assessing whether investment policy approval is required, although projects near the boundaries of these categories may still require careful review as implementing regulations and administrative practice develop. 
 
 
4. Project Duration: New Options for Adjustment and Transfer 
 
The revised framework allows greater flexibility in managing the operating duration of investment projects.  Instead of treating project duration as fixed until expiry, the new law permits the approved term to be adjusted during implementation, provided that the applicable statutory limits are respected. 
 
This differs from the previous regime, under which duration changes were generally addressed only near the end of the project term.  The revised approach allows investors to respond earlier to changes in commercial conditions, financing arrangements, or development schedules.  It also addresses project transfers: where the remaining duration does not align with the transferee’s business plan, the competent authority may determine a revised operating term within the legal limits as part of the transfer process.  This is likely to be relevant in acquisitions, restructurings, and real estate transactions where the remaining project term affects valuation and transaction planning, although any adjustment remains subject to statutory limits and procedural requirements. 
 
 
5. Market Access and Conditional Business Lines 
 
The new framework maintains the principle that foreign investors enjoy market access on terms equivalent to domestic investors, except for business lines placed on a government‑issued negative list for market access.  The negative list distinguishes prohibited and restricted business lines for foreign investors and sets out the types of conditions that may apply (e.g., equity caps, form of investment, scope of activities, investor capacity).  The government is tasked with elaborating this list through implementing regulations. 
 
In parallel, the law revises the regime for conditional business lines applicable to all investors.  Conditions must be grounded in laws and higher‑level legal instruments, be publicly available, and specify the subject, content, form of compliance, dossiers and procedures, competent authority, and (where relevant) license validity periods.  The statute also requires the government to differentiate between business lines that remain pre‑licensing and those that should transition to declaration‑based management with post‑inspection, reflecting a continued move away from front‑loaded permits in appropriate sectors.  Substantively, the attached list of conditional business lines has been reorganized and narrowed in places compared with the 2020 framework.  Certain service areas have been streamlined or clarified, while others have been updated to reflect newer activities, such as data‑related services, and sectoral legislation.   
 
The list functions alongside the market access rules for foreign investors: an activity may be open in principle but still subject to conditions, or, if it appears on the negative list, restricted or closed to foreign participation.  
 
Implementation will follow a staged timeline.  Although the new investment law takes effect in 2026, the revised conditional business line regime and its Appendix enter into force later in the year, with further guidance expected on which business lines will shift from pre-licensing to declaration and post-inspection.  In practice, investors should assess market access status and conditional business line requirements together, while taking account of local administrative practice during the initial implementation period. 
 
 
Conclusion 
 
Vietnam’s new investment framework introduces greater procedural flexibility in market entry, project approval, and implementation, while preserving the core regulatory controls that continue to govern foreign investment in practice.  The main changes are likely to reduce procedural burden in certain entry and project structures, particularly for phased investments, zone-based projects, and transactions involving existing investment projects.  At the same time, foreign investors will still need to assess market access restrictions, approval requirements, and sector specific licensing at an early stage, as the practical effect of the new regime will depend on implementing regulations and local administrative practice.  For interested parties, specific transactions or investment structures under the new regime should be reviewed by legal professionals before implementation, particularly where project classification, licensing scope, or approval requirements may affect timing and execution. 
 
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