KEY HIGHLIGHTS OF THE 2025 AMENDED LAW ON INVESTMENT

On 11 December 2025, at the 10th Session of the 15th National Assembly, the National Assembly passed the Amended Law on Investment 2025, which shall take effect from 1 March 2026.

The Law continues to refine the legal framework on investment in line with the policy of selective investment attraction, while ensuring national interests in the new development phase.

KEY HIGHLIGHTS OF THE 2025 AMENDED LAW ON INVESTMENT

I. OBJECTIVES AND GUIDING PRINCIPLES OF THE AMENDMENTS

• Institutionalizing the Party’s resolutions; promptly removing institutional and legal bottlenecks; reducing and simplifying procedures in investment and business activities to facilitate individuals and enterprises.

• Improving regulations on conditional business investment sectors and investment conditions, while eliminating unnecessary or unreasonable conditional sectors.

• Enhancing decentralization and delegation of authority between central and local authorities to ensure effective state management and timely resolution of practical issues, thereby removing institutional “bottlenecks”.

II. MAJOR NEW PROVISIONS OF THE 2025 AMENDED LAW ON INVESTMENT

The 2025 Amended Law on Investment consists of 07 Chapters, 52 Articles, and 04 Appendices, with the following key contents:

1. Investment Policy Approval Procedures

(i) Narrowing and clarifying projects subject to investment policy approval

Article 24 stipulates that investment policy approval is not required in the following cases:

a) Investment projects by individuals not subject to written approval by the provincial People’s Committee prior to land lease or land-use purpose conversion under land law;

b) Investment projects for the construction of technical infrastructure of industrial clusters;

c) Mineral exploitation projects subject to auction of mineral exploitation rights; mineral exploitation projects serving projects, works, or emergency mobilization measures in accordance with the Law on Geology and Minerals;

d) Other investment projects as prescribed by the Government.

(ii) Further decentralization of investment policy approval authority

Article 25 reallocates investment policy approval authority among the National Assembly, the Prime Minister, and Provincial People’s Committee Chairs, and delegates all projects previously under the National Assembly’s authority to the Prime Minister, except for projects requiring special mechanisms or policies differing from laws or National Assembly resolutions.

The Law also transfers the authority to approve investment policy from the provincial People’s Committee to the Chair of the provincial People’s Committee.

2. Prohibited and Conditional Business Investment Sectors

• Prohibition of electronic cigarettes and heated tobacco products is added (Article 6).The Law further authorizes the Government to regulate the handling of projects manufacturing electronic devices for e-cigarettes or heated tobacco products solely for export, which were registered or approved before 1 January 2025, in accordance with Resolution No. 173/2024/QH15 of the National Assembly.

• The Law revises the definition of business investment conditions (Clause 9, Article 3), emphasizing that such conditions exclude technical standards and regulations issued by competent authorities, thereby facilitating a shift from ex-ante control to ex-post inspection.

Accordingly, the Law eliminates 38 conditional business investment sectors and revises the scope of 20 other sectors.

3. Investment Incentives and Support Policies

(i) Incentivized investment sectors

Articles 15 and 16 are amended to prioritize sectors promoting science and technology, innovation, digital transformation, semiconductor industry, green economy, circular economy, digital economy, renewable energy, energy security, and projects with high value-added and global supply chain connectivity.

(ii) Special investment incentives and support

Article 17 is revised to authorize the Government to specify minimum investment capital and disbursement schedules applicable to projects eligible for special investment incentives, tailored to each sector’s characteristics.

4. Establishment of Economic Organizations by Foreign Investors

Article 22 of the 2020 Law on Investment is amended to allow foreign investors to establish economic organizations without prior investment projects, provided that market access conditions under Article 8 are satisfied, thereby ensuring equal treatment between domestic and foreign investors.

5. Outward Investment Procedures

The Law simplifies outward investment procedures by:

• Abolishing investment policy approval for outward investment projects;

• Narrowing cases requiring an Outward Investment Registration Certificate.Projects only subject to foreign exchange registration include:

a) Projects with investment capital below thresholds prescribed by the Government and not subject to conditional outward investment sectors;

b) Projects related to national defense and security under intergovernmental agreements;

c) Projects of state-owned corporations and other entities as prescribed by the Government.

For large-scale projects or projects proposing special mechanisms, the Ministry of Finance must report to the Prime Minister for approval before issuing or amending the certificate.

6. Other Notable Amendments

6.1. Special investment procedures (“green channel”)

Applicable to projects in industrial parks, export processing zones, high-tech parks, digital technology zones, free trade zones, and functional zones within economic zones, except for projects requiring investment policy approval.

6.2. Investor selection

Amended provisions apply where land-use right auctions fail twice or where only one investor meets interest criteria.

6.3. Adjustment of investment projects

Article 33 narrows cases requiring adjustment of investment policy decisions, simplifying procedures for investors.

6.4. Investment performance security deposit

Article 30 expands cases exempt from security deposits, including projects won through land-use right auctions, bidding, project transfers, or mineral exploitation rights auctions.

6.5. Amendments to the Railway Law

The Law amends provisions on project operation duration, asset transfer to the State upon expiry, and investment in national and local railway lines.

6.6. Other revisions

Including project duration, termination, and transfer to address longstanding practical difficulties.

III. EFFECTIVE DATE

1. This Law takes effect from 1 March 2026, except for Clauses 2 and 3 of this Article.

2. Article 7 and Appendix IV on conditional business investment sectors take effect from 1 July 2026.

3. Clause 3, Article 50 takes effect from 1 January 2026. ================

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