6 New points of Decree No. 239/2025/ND-CP supplementing Decree No. 31/2021/ND-CP on investment – CNC

On 03/09/2025, the Government promulgated Decree No. 239/2025/ND-CP, which amends and supplements Decree No. 31/2021/ND-CP dated 26/03/2021 on the details of and enforcement guidelines for provisions of Law on Investment. This Decree aims to provide clarification and add further provisions, which have significant impact on the development of projects, investment incentive policies, and merger & acquisition processes (M&A) in Vietnam.

In this article, CNC COUNSEL shall analyze the prominent and noteworthy new points of Decree No. 239/2025/ND-CP.

1. Digital signature requirements for electronic documents used in investment procedures

Clause 2 Article 1, Decree No. 239/2025/ND-CP add sub-clauses 1a and 1b to clause 1, Article 6 of Decree 31, thereby providing clarification on the electronic documents used in investment procedures. According to the new provisions, investors shall submit electronic copies of documents as follows when performing administrative procedures in accordance with Law on Investment and Decree 31:

“…

a) Electronic copies of the documents must have digital signatures in accordance with the laws on electronic transactions and theo quy định pháp luật về giao dịch điện tử và có have the same legal validity as the physical documents submitted to the Ministry of Finance and Investment registration authorities;

b) The investor shall be responsible for the accuracy, consistency, and adequacy of the content of the documents that were submitted to the Ministry of Finance and Investment registration authorities, whether physical or electronic. In the event of discrepancies between the electronic documents and the physical documents, the content in the physical documents shall take precedence;

…”

Therefore, starting from 03/09/2025, the effective date of Decree No. 239/2025/ND-CP, investors are required to submit electronic documents with digital signatures when performing administrative procedures for investment. Concurrently, the investors shall be responsible for the accuracy of the documents, in the event of discrepancies, the physical documents shall take precedent.

Furthermore, investors are allowed to choose one of the following submission methods that are appropriate to the reception methods of each specific administrative procedures:

Notably, this is the first time that the laws on investment provide the obligations of the investor regarding the submission of electronic copies of investment documents with digital signature in a detailed and consistent manner, while also establishes the legal validity of electronic documents in administrative relations on investment.

2. Expedited processing of investment registration certificate application

According to point b, clause 12, Article 1 of Decree No. 239/2025/ND-CP, the Government has amended the beginning part of clause 3 Article 36, Decree No. 31/2021/ND-CP so that the time limit for the issuance of the Investment Registration Certificate to investors. According:

	Decree No. 239/2025/ND‑CP	Decree No. 31/2021/ND-CP
Time limit for the issuance of the Investment Registration Certificate to investors	Within 10 days of the receipt of the valid application	Within 15 days of the receipt of the valid application

Therefore, the time limit for the issuance of the Investment Registration Certificate has been shortened from 15 days to 10 days, contributing to the simplication and expedition of the processing of administrative procedures in the investment field.

3. Streamlining of the procedures for investment guidelines approval by the Prime Minister and the provincial People’s Committee

One of the notable points of Decree No. 239/2025/ND-CP is the significant reduction in the time required for the investment guidelines approval by the Prime Minister and the provincial People’s Committee. To be specific:

Regarding the approval of investment guidelines by the Prime Minister

As of the effective date of Decree No. 239/2025/ND-CP, the total time required for the investment guidelines approval by the Prime Minister is approximately 38 working days starting from the date of the receipt of the valid application by the authorities, a reduction of 27 working days in comparison to the previous regulation (65 working days).

Regarding the approval of investment guidelines by the provincial People’s Committee

Pursuant to clause 10, Article 1 of Decree 239/2025/ND-CP, which amends and supplements Article 33 of Decree 31/2021/ND-CP on the time limit for the investment guidelines approval by the provincial People’s Committee, to be specific:

Clearly, in comparison to Decree No. 31/2021/ND-CP (where the total time could reach up to 50 days), Decree No. 239/2025 ND-CP has significant reduced the time required for the processing of the application to 26 – 29 working days, a reduction of approximately 24 working days ( nearly 50%). This is also applicable to projects located within industrial zones, manufacturing zones, hi-tech parks, economic zones.

4. Additions to the list of investment-incentivized business sectors

Decree No. 239/2025/ND-CP amends and supplements Appendix II – List of investment-incentivized business sectors, accordingly, the scope of investment-incentivized business sectors. To be specific, the amendment and supplement to the list of investment-incentivized business sectors include:

Investment into development of water treatment plant, power plant, drainage system, bridge and road;
Investment into development and operation, management of railway infrastructure, railway transportation business, railway industry, and training of personel for railway-related works;
Airport, harbor, inland port;
Airport, station and other important infrastructure as decided by the Prime Minister.

5. Identification of investment-incentivized areas under the two-tier local government model

One of the notable amendments of Decree No. 239/2025/NĐ-CP, which amends Decree No. 31/2021/NĐ-CP on guidelines for Law on Investment, is the adjustment of principles for determining investment-incentivized areas within the context of the reorganization of administrative units under a two-tier local government model.

Previously, Decree No. 31/2021/NĐ-CP primarily determined investment-incentivized areas based on district-level administrative units. However, in practice, the process of rearranging and merging commune-level administrative units has given rise to many cases that were not fully regulated, leading to obstacles in the application of investment incentive policies.

To address the aforementioned legal loophole, Decree No. 239/2025/NĐ-CP has amended and supplemented the provisions in Article 21 of Decree No. 31/2021/NĐ-CP. This was achieved by specifically prescribing the principles for determining investment-incentivizded areas for commune-level administrative units after rearrangement, separation, or upgrade. These regulations are designed to be flexible, ensuring the stability and continuance of investment-incentivized policies.

6. Change to the name of the administrative body

Pursuant to clauses 2 and 3 of Article 2, Decree 239/2025/ND-CP, some of the terms in Decree No. 31/2021/ND-CP have been replaced, and the name of the competent authorities has been changed, the specifics are as follows:

The above changes not only ensure the consistency of the name and function of competent authorites in alignment with the new organizational structure but also facilitate the application and enforcement of laws on investment.

Conclusion

Decree No. 239/2025/NĐ-CP reflects the Government’s commitment to promptly resolving practical obstacles and addressing the current and future requirements encountered by investors during the implementation of their activities. The amendments and supplements provided by this Decree represent a pivotal step in the completion of the legal framework for investment that contribute significantly to the enhancement of transparency and stability of the legal environment, thereby fostering more favorable conditions for investment activities in the near future.

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Bui Thi Minh Phuong I Legal assistant

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Email: phuong.bui@cnccounsel.com

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Disclaimers:

This article has been prepared and published for the purpose of introducing or informing our Clients and potential clients on information pertaining to legal issues, opinions and/or developments in Vietnam. Information presented in this article does not constitute legal advice of any form and may be adjusted without advance notice.

Legal Documents:

Decree No. 239/2025/ND-CP, dated 3 September 2025, amending and supplementing a number of articles of Decree No. 31/2021/ND-CP, dated 26 March 2021, of the Government, which provides detailed regulations and guidance on the implementation of a number of articles of the Law on Investment.

Decree No. 31/2021/ND-CP, dated 26 March 2021, of the Government, providing detailed regulations and guidance on the implementation of a number of articles of the Law on Investment.