Law on Investment No. 145/2025/QH15 is promulgated by the 15^th National Assembly in the 10^th Session (“Law on Investment 2025”) and become effective as of 01/03/2026. Law on Investment 2025 covers new points pertaining to business sectors, cases of and authority over investment guidelines approval; and cases of adjustment to investment projects, etc. Regarding some of the contents on the required dossier and procedures for the establishment of economic organizations, the special investment procedures, procedures for investment guidelines approval, the Government shall provide the specifics.

In this article, CNC shall analyze new and important points in Law on Investment 2025 through comparison with Law on Investment No. 61/2020/QH14 (“Law on Investment 2020”).

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1. Addition of 3 Prohibited Business Sectors

Article 6, Law on Investment 2025 lists a total of 11 prohibited business sectors. In comparison with Law on Investment 2020, which only lists 8 business sectors as prohibited, Law on Investment 2025 has added 3 prohibited business sectors so as to enhance the protection of national interests, cultural inheritance, and public health.

Added business sectors include:

• Sale and purchase of national treasures;
• Export of relics and antiquities; and
• Trade in electronic or heated cigarette.

The addition of the above business sectors indicates the orientation toward stricter management of the States over fields with potential threats to historical – cultural value and negative influence on the social health.

Addition of 3 Prohibited Business Sectors

2. Removals and Additions to the List of Conditional Business Sectors

Appendix IV of the Law on Investment 2025 makes significant changes to the list of conditional business sectors. To be specific, Law on Investment 2025 has removed a total of 38 conditional business sectors and made adjustments to the management scope of 20 other business sectors in order to adapt to the state management demands and the socio-economic developments.

• Some of the removed business sectors include: Commercial inspection services, employment services; labor subleasing services; architectural services, etc.
• Some of the added business sectors include: trade in data analysis and aggregation goods and services; data exchange services; services related to crypto assets; personal data processing services, etc.

Consequently, as of 01/07/2026, the lists of conditional business sectors shall only have 199 business sectors, which demonstrate the State’s efforts in the lowering of barrier to market entry.

Concurrently, Law on Investment 2025 has changed the management method for business conditions from “iprenspection” to “post-inspection”. Accordingly,

“The Government shall introduce a List of conditional business sectors requiring licensing and certification before commencing investment and business activities, and a List of conditional business sectors requiring a shift in the business condition management method from licensing and certification to declaration of fulfillment of business requirements and conditions for adoption of the post-inspection management method.”

This change in management method is a step striving toward the modern state management model, which shall be based on a system of standards and regulations applicable to important fields that require supervision. This change allows enterprises to save significant time and cost that would have been spent on the initial licensing procedure, while also facilitate market entry, therefore encourage competition, innovation, and start-up.

3. Removal of Project Requirement for the Establishment of Enterprises by Foreign Investors

Clause 2 of Article 19, Law on Investment 2024 allows foreign investor to establish enterprises without having a pre-established project, provided that the market access conditions are fulfilled. To be specific:

“Foreign investors are entitled to establish economic organizations to execute investment projects before following the procedures for issuance or adjustment of an investment registration certificate and must satisfy the market access conditions applied to foreign investors set out in Article 8 of this Law upon following the procedures for establishing an economic organization.”

Meanwhile, Law on Investment 2020 amended and supplemented by Law No. 90/2025/QH15 amending Law on Investment, Law on Public – Private Partnership Investment, Law on Customs, Law on Value-Added Tax, specifically clause 1 of Article 22, reads:

“Foreign investors are entitled to establish economic organizations to execute investment projects before following the procedures for issuance or adjustment of an investment registration certificate in cases of initial establishment of innovation centers, research and development centers, projects on investment in and construction of infrastructure systems of big data centers, cloud computing infrastructure systems, 5G or higher mobile network infrastructure systems, and other digital infrastructure systems in the field of strategic technologies under the Prime Minister’s decisions, projects on investment in strategic technologies and manufacturing of strategic technology products under the Prime Minister’s decisions”

Accordingly, under the former regulations, the exemptions of project requirement for enterprise establishment are only applicable to certain special fields as provided by the Government. Meanwhile, the new regulations have expanded the scope of application, allowing foreign investors to establish enterprises in any business field, provided that all of the market access conditions have been fulfilled in accordance with the laws. This regulation helps reduce the initial procedures, increase the flexibility of foreign investors, thereby making Vietnam’s investment environment more appealing to FDI.

4. Clarification of Projects Subject to Investment Guidelines Approval

Article 24 of the Law on Investment 2025 lists 20 types of projects that require investment guidelines approval such as:

• Projects that utilize lands and resources in great volume or of importance: Repurposing of a great area of forest (specialized, protection, production forest); repurposing of land used for crop cultivation of 500 hectares or more; projects that require large scale relocation of people, projects locating at areas that could affect national defense and security, projects that require allocation of sea areas.
• Projects in special and sensitive fields: nuclear electricity, casino, betting; processing of petroleum, air transport businesses; telecommunication services with network infrastructure, afforestation, publishing, press performed by foreign investors.
• Projects related to unique heritages and cities: projects located within areas for protection of national or world heritages; projects locating within restricted development areas, historic inner areas of a special-grade urban area;
• Large-scale Infrastructure, real-estate projects: construction of housings, urban areas (when the investor has obtained land use rights); golf courses; industrial park, export processing zone, digital technology zone, large seaport, terminal, aerodrome or important airport structure.
• Projects with special requirements: Request the State to make land allocation, land lease, repurposing of land (with the exception of some exemptions); projects that require application of unique mechanisms and policies other than the laws; other projects subject to the investment guidelines approval by the Prime Minister in accordance with the laws.

Previously, Law on Investment 2020 does not identify which group of projects would require investment guidelines approval, instead, it only stipulates the authority of each government body. This new approach allows for more clarification, consistency, and ease of application.

Regarding the authority, Article 25 of the Law on Investment 2025 specifies as follows:

• The National Assembly shall only approve investment guidelines of projects that require application of special mechanisms and policies;
• The Prime Minister shall approve investment guidelines of 8 groups of projects;
• The Chairman of provincial People’s Committee (instead of the provincial People’s Committee as previously provided) shall approve investment guidelines of 13 groups of projects;

 

5. Increased Application of Special Investment Procedures

Pursuant to Article 28 of the Law on Investment 2025, the investors are allowed to register investment under special investment procedures for investment projects locating at industrial parks, export processing zone, hi-tech parks, concentrated digital technology zone, free trade zone, international financial center, except for those that subject to investment guidelines approval by the Government.

Projects whose investment are registered under special investment procedures are not required to undergo the procedures for investment guidelines approval, technology inspection, environmental impact report, detailed planning, construction permis, and other procedures to obtain consent, approval, permits in the fields of construction and firefighting.

Investors must have a declaration on writing in the fulfillment of the requirements, standards, nd regulations in accordance with the laws on construction, environment protection, firefighting; a project proposal that include identification and forecasting of impact on the environment and measures to mitigate negative impact on the environment as replacement for the assessment of preliminary environmental impact and use of technology with transfer restriction (if any).

6. Removal of 2 Cases Where Adjustments to Projects are Required

Clause 3 Article 33 of the Law on Investment 2025 specifies that investors whose investment guidelines has been approved must perform the procedures for approval of adjustments to the investment guidelines in the following events:

1. Amendment or addition to any content or objective subject to investment guidelines approval specified in the written investment guidelines approval;
2. Change in the scale of area of land used according to the Government’s regulations, change in investment location;
3. Extension of the investment project execution schedule by 24 months or more in accordance with the regulations;
4. Adjustment to the operation term of the investment project;
5. Changes of the investor in the investment project whose investment guidelines and investor are approved concurrently before the operation of the project; or changes of conditions (if any) applicable to the investor.

Evidently, Law on Investment 2025 only have 05 cases where enterprise must make adjustment to the investment guidelines.

In comparison to the Law on Investment 2020, Article 33 of the Law on Investment 2025 has removed 02 cases that require adjustments to the investment projects, namely:

• 20% or higher fluctuations in the total investment capital; and
• Changes to the inspected technology.

7. Changes to the Regulations on Investment Project Transter

Pursuant to clause 7 Article 51 of the Law on Investment 2025, the scope of investment project transfer has been further expanded

Accordingly, projects which have received investment guidelines decisions, investment guidelines adjustment decisions, investment guidelines approvals and investment guidelines adjustment approvals or have been granted investment registration certificates or adjusted investment registration certificates in accordance with the laws on investment are applicable for transfer.

Previously, under clause 1 Article 41 of the Law on Real Estate Business 2023, only projects that have investor approval or investment registration certificate could be transferred under the the Law on Investment.

8. Removal of the Procedures for Outward Investment Guidelines Approval

Law on Investment 2025 has removed the procedures for outward investment guidelines approval (under the jurisdiction of the National Assembly, Prime Minister) that were previously provided in the Law on Investment 2020.

Pursuant to Article 42 of the Law on Investment 2025, Law on Investment 2025 has narrow the scope of projects subject to procedures for outward investment registration certificate, to be specific:

• Only applicable to projects whose investment capital reach the threshold set out by the Government or investment projects involving business sectors with outward investment conditions such as banking, insurance, security, press, radio, television, real estate trading.

If necessary, the Ministry of Finance could also delegate the authority over the issuance of, adjustment to the Outward Investment Registration Certificates, or termination of their validity to organzations under the Ministry of Finance.

“For a large-scale outward investment project or project proposing a special support mechanism or policy, the Ministry of Finance shall report such to the Prime Minister for his consideration and approval before issuing or adjusting the outward investment registration certificate, except the specified cases”

Other projects (projects with the investment capital lower than the threshold set out by the Government, projects closely associated with national defense and security, outward investment projects of corporations and state corporations) only need to register the foreign exchange with the State Bank for overseas transfer of money.

Therefore, the new regulations have simplified the procedures for outward investment, which is achieved by both removing the procedures for outward investment guidelines approval and narrowing the scope of projects subject to procedures for outward investment registration certificate.

9. Adjustment to the Operation Term of Projects by Investors During the Operation Phase

Article 31 of the Law on Investment 2025 specifies that the operation term of investment projects shall not exceed 50 years for projects locating outside of the economic zones and shall not exceed 70 years for projects locating within the economic zones.

However, clause 4 Article 31 provides that during the operation phase of the investment project, investors are allowed to extend or reduce the operation term of investment projects, provided that the operation term of the investment projects subsequent to the adjustment shall not exceed the operation term of investment projects specified by the laws.

Previously, Article 44 of the Law on Investment 2020 does not allow for such actions, instead, operation term could only be renewed when the operation term has almost expired.

To sum up, the new regulations allow investor to make adjustments to the operation term of projects, by either extending or reducing it, during the operation phase

In conclusion, the Law on Investment 2025, effective from 1 March 2026, clearly reflects the intention of institutional reform, improvement of the investment environment, and enhancement of transparency and efficiency in state management of investment activities. The new provisions of the Law on Investment 2025 not only directly impact both domestic and foreign investors, but also require regulatory authorities, enterprises, and relevant parties to proactively update, review, and adjust their investment activities to adapt to the new legal framework. Timely understanding and proper application of the Law on Investment 2025 will be a key factor in helping investors mitigate legal risks and effectively seize investment opportunities in the coming period

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Tran Thi Thanh | Associate Phone: (84) 28 6276 9900 Email: thanh.tran@cnccounsel.com

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