- Full title: Decree detailing and guiding the implementation of a number of articles of the Law on Investment
- Issued by: the Government, 31 March 2026
- In force from: 31 March 2026, the date of signing (Articles 11 and 12 from 1 July 2026)
- Structure: 8 chapters, 112 articles and 2 appendices
- Ends the effect of: Decree 31/2021/ND-CP, Decree 19/2025/ND-CP (special investment procedure) and Decree 239/2025/ND-CP
- Official Vietnamese text: Government e-portal · Official Gazette No. 215, 15 April 2026
Note: this page is LexData’s own unofficial English summary of the main rules. It is not the full text of the Decree or an official translation, and the appendices are not reproduced. Only the Vietnamese text has legal effect.
Legal basis and scope
The Decree is issued under the Law on Government Organisation No. 63/2025/QH15, the Law on Investment No. 143/2025/QH15 and the Law on Enterprises No. 59/2020/QH14 as amended by Laws 03/2022/QH15 and 76/2025/QH15.
It details Articles 6, 7, 8, 10 (Clause 2), 14, 15, 17, 19–23, 25, 26, 28, 30–37, 44, 46, 47, 49, 51 and 52 of the Investment Law. It covers business conditions, market access for foreign investors, investment guarantees and incentives, investment procedures, investment promotion, reporting and state management (Clause 1, Article 1).
| Chapter | Subject | Articles |
|---|---|---|
| I | General provisions | 1–9 |
| II | Business lines: prohibited, conditional, and market access for foreign investors | 10–18 |
| III | Investment incentives and support | 19–25 |
| IV | Carrying out projects: in-principle approval, IRC, special procedure, adjustment, suspension and termination, industrial and economic zones | 26–71 |
| V | Foreign investors: setting up companies and other forms of investment | 72–80 |
| VI | Investment promotion | 81–90 |
| VII | State management and reporting | 91–98 |
| VIII | Implementation: amendments, transitional rules, entry into force | 99–112 |
Appendix I lists the business lines with restricted market access for foreign investors. Appendix II lists the sectors eligible for investment incentives.
Language (Article 5): investment dossiers are in Vietnamese. Foreign-language documents need a Vietnamese translation, and where a document exists in both languages the Vietnamese version is used. The investor is responsible for any mismatch between a translation and the original.
Market access for foreign investors (Articles 15–18, Appendix I)
- Appendix I, Section A lists 23 business lines closed to foreign investors, for example press and news gathering, investigation and security services, notary and bailiff services, and travel services other than inbound international tourism.
- Appendix I, Section B lists 62 business lines open on conditions, for example insurance, banking and securities, telecoms, advertising, education, real estate business, legal services, logistics, e-commerce platforms, and trading activities of foreign service suppliers (see Decree 342/2026/ND-CP).
- Outside Appendix I, foreign investors have the same market access as Vietnamese investors (Clause 1, Article 17). Section A lines are closed (Clause 2). Section B lines require the conditions published under Article 18 (Clause 3).
- An investor in several Appendix I lines must meet all the conditions for each of them (Clause 6, Article 17). Investors from non-WTO countries get the same treatment as WTO-member investors unless Vietnamese law or a treaty says otherwise (Clause 7).
- Foreign ownership caps (Clause 10, Article 17): where several foreign investors buy in, their combined holding may not exceed the highest cap set by any applicable treaty. A company with several business lines is held to the lowest foreign ownership cap among them. Securities law prevails for public companies and securities firms where it sets a different rule.
- The list also applies to foreign-invested companies covered by Points a, b and c, Clause 1, Article 20 of the Law when they set up another company, buy into one or sign a BCC (Point b, Clause 1, Article 16). A Vietnamese citizen who also holds a foreign nationality may choose to be treated as a domestic or a foreign investor (Clause 2, Article 16).
- The Ministry of Finance publishes the market access conditions on the National Investment Portal (Clause 1, Article 18).
Investment Registration Certificate (IRC): Articles 36–45
- Who issues it (Article 36): as set by Article 27 of the Law. The provincial Department of Finance where the project office is (or will be) located handles projects spanning two or more provinces. Industrial zone, export processing zone, high-tech zone and economic zone management boards handle projects inside those zones, including concentrated digital technology zones.
- Projects needing in-principle approval (Article 38): the IRC is issued or amended within 5 working days of receiving the in-principle approval (or amended approval) decision.
- Other projects (Article 39): the investor files one set of documents with the content listed in Clause 1, Article 32 (application, legal status, financial capacity, project proposal, proof of the site, BCC contract if any). The IRC is issued within 10 working days of a valid dossier if the project is not in a prohibited line, has a site, fits the plans, meets any investment-per-area requirement and meets the market access conditions for foreign investors (Clause 3, Article 39).
- Online filing (Articles 41 and 43): the investor first declares the project on the National Investment Information System and must file within 10 working days, or the declaration lapses (Clause 1, Article 41). The authority flags an incomplete dossier within 5 working days and issues or amends the IRC within 10 working days of a valid one. Without a digital signature, the paper set must reach the authority within 30 days of the notice that the dossier qualifies (Article 43).
- Re-issue or correction (Article 44): 3 working days.
Setting up a foreign-invested company (Articles 72–73)
- A foreign investor may set up the company first and obtain the IRC afterwards. The enterprise registration application then includes a commitment to meet market access conditions (Clauses 1 and 3, Article 72). The company must obtain its IRC within 12 months of formation and may not carry out the project until it has (Clause 4, Article 72).
- Charter capital need not equal the project’s investment capital (Clause 5, Article 72).
- Once it holds an IRC, the company may amend its enterprise registration and open branches, representative offices and business locations without a new project (Clauses 1 and 2, Article 73). See our company formation service.
Capital contributions and share purchases by foreign investors (Articles 74–76)
- Forms (Article 74): subscribing for new shares, contributing capital to an LLC or partnership, buying shares from the company or its shareholders, and buying members’ capital.
- Conditions (Clause 4, Article 75): market access (Articles 15–17), plus defence, security and land conditions where the target holds land use rights on islands, in border or coastal communes or in other defence-sensitive areas (not applicable inside industrial, export processing, high-tech and economic zones). Shares or capital received by exchange, gift or inheritance are subject to the same conditions and procedure (Clause 5, Article 75).
- No registration needed: outside the cases in Clause 3, Article 21 of the Law, the target simply registers the change of members or shareholders with the business registration office. The investor may still register voluntarily (Clause 2, Article 76).
- Registration required where the deal raises foreign ownership in a conditional market access line, takes foreign ownership above 50% or raises it further once above 50%, or the target holds land in a defence-sensitive area (Clause 3, Article 21 of the Law). The target files one set with the investment registration authority where its head office is (Clause 3, Article 76):
- a registration form covering the target’s details, business lines, members and shareholders, foreign ownership before and after the deal, the expected transaction value and any project;
- legal status documents for the buyer and the target;
- a memorandum of agreement in principle on the contribution or purchase;
- land use right details or a copy of the certificate (for the land cases in Point b, Clause 4, Article 75).
- Timeline: the authority reviews the conditions and notifies the result within 10 working days of a valid dossier (Clause 4, Article 76). For defence-sensitive land it consults the provincial military command and police within 2 working days; they have 5 working days to reply, and silence counts as approval; the result still comes within 10 working days (Clause 5, Article 76).
- After approval, the target registers the new members or shareholders with the business registration office. The foreign investor’s rights as a member or shareholder begin only when that registration is complete (Clause 6, Article 76). See our capital contribution and share purchase service.
Adjusting an investment project (Articles 51 and 56)
- A project with in-principle approval needs an amended approval only in the cases of Clause 3, Article 33 of the Law (Point b, Clause 2, Article 51): changing objectives subject to approval; changing land area by more than 10% or more than 30 ha (where the project asked for land allocation or lease without auction or tender); moving to a new site; extending the schedule by more than 24 months; changing the operating term; or replacing the investor, before operation, of a project approved together with its investor (Clause 3, Article 51).
- For projects with an IRC outside those cases (Article 56): changes of project or investor name, schedule or term updates under Clause 5, Article 28, or address updates after administrative boundary changes take 3 working days; other changes are filed with the documents in Clause 1, Article 52 and take 7 working days from a valid dossier. See our service to amend the investment registration certificate.
Transferring an investment project (Article 57)
- The transfer must meet Clause 1, Article 34 of the Law. The transferee takes over the transferor’s rights and obligations, and the transferor pays any tax due on the gain (Clauses 1 and 2). Real estate projects also follow real estate business law (Clauses 3 and 4).
- Dossier (Clause 5): adjustment request; progress report; transfer contract or agreement in principle; legal status of both parties; copies of the IRC and any approval decisions; the BCC contract if any; and one proof of the transferee’s financial capacity (last 2 years’ financial statements, parent or lender support letter, guarantee or similar).
- Projects with an IRC and no approval change are adjusted under Article 56 (Clause 11). No amended in-principle approval is needed once the project is in operation (Clause 10). Where only the investor-approval decision changes, the steps take 2, 7, 14 and 3 working days for consultation, comments, appraisal and decision (Clause 8).
- A foreign transferee that sets up a new company: the transferor completes the project adjustment first; the transferee then forms its company, which becomes the project investor from the date of its enterprise registration certificate (Clause 12). See our investment project transfer service.
BCC contracts (Articles 77–80)
A BCC with a foreign party goes through the IRC procedure under Articles 38 and 39 (Clause 2, Article 77). The foreign party’s operating office is registered within 10 working days (Article 78) and its certificate amended within 7 working days (Article 79).
Transitional rules (Articles 101–110)
- Projects licensed before the Law took effect (investment licence, investment certificate, IRC or equivalent) continue without in-principle approval, except for the adjustments in Clauses 1 and 3, Article 102; those licences have the same legal value as an IRC (Article 101).
- Foreign-invested companies formed before the Law must meet the foreign investor conditions and procedures from its effective date when they adjust a project, add business lines, set up another company, buy into one or sign a BCC. The authority reviews only the requested change (Clauses 2 and 3, Article 104).
- An old investment licence or certificate is exchanged for an IRC within 3 working days, and the company is not required to switch to an enterprise registration certificate (Clauses 1 and 2, Article 109). For end-to-end advice, see our foreign investment service.
Entry into force (Article 111)
- In force from the date of signing, 31 March 2026. Articles 11 and 12 (conditional business lines; review and publication of conditions) apply from 1 July 2026.
- Decrees 31/2021/ND-CP, 19/2025/ND-CP and 239/2025/ND-CP cease to have effect from the date the Investment Law took effect (1 March 2026, Clause 1, Article 51 of the Law).
- Article 99 amends Decree 19/2026/ND-CP on appraisal of nationally important projects and investment monitoring. The Ministry of Finance guides implementation (Article 112).
Official sources
- Decree 96/2026/ND-CP — Government e-portal (official Vietnamese text)
- Official Gazette (Vietnamese), No. 215, 15 April 2026
