- Full title: Law on Investment, No. 143/2025/QH15
- Passed by: the 15th National Assembly at its 10th session, 11 December 2025
- In force from: 1 March 2026 (Article 7 and Appendix IV from 1 July 2026)
- Structure: 7 chapters, 52 articles and 4 appendices
- Replaces: Law on Investment No. 61/2020/QH14, as amended (Clause 4, Article 51)
- Amended by: Law No. 24/2026/QH16 of 24 August 2026 (Official Gazette No. 519, 22 September 2026), which adds point m to Clause 1, Article 6 from 1 January 2027 and replaces Appendix IV from 1 March 2027 — Official Gazette
- Implementing rules: Decree 96/2026/ND-CP, which details and guides a number of articles of the Law
- Official Vietnamese text: Government e-portal · Official Gazette No. 42, 22 January 2026
Note: this page is LexData’s own unofficial summary of the main rules for foreign investors. It is not the full text or a translation of the Law, and the appendices are not reproduced. Only the Vietnamese text has legal effect.
Scope and key definitions
The Law governs business investment in Vietnam and outward investment from Vietnam (Article 1). A foreign investor is an individual of foreign nationality or an organisation set up under foreign law. A foreign-invested economic organisation is one with a foreign investor as a member or shareholder (Clauses 19 and 22, Article 3).
| Chapter | Subject | Articles |
|---|---|---|
| I | General provisions: prohibited and conditional sectors, market access | 1–8 |
| II | Investment guarantees | 9–13 |
| III | Investment incentives and support | 14–17 |
| IV | Investing in Vietnam: forms, approvals, IRC, amendments, transfers | 18–37 |
| V | Outward investment | 38–43 |
| VI | State management | 44–49 |
| VII | Implementation | 50–52 |
On outward investment (Chapter V), the Law drops the in-principle approval step. A project below the capital threshold set by the Government, and outside the conditional sectors, needs only a foreign exchange registration with the State Bank, not an outward investment registration certificate (Article 42(3)(a)). Decree 103/2026/ND-CP sets that threshold at VND 7 billion (Article 18(1)).
In a contract where at least one party is a foreign investor, or a company caught by Clause 1 of Article 20, the parties may choose foreign law or international investment practice, provided the choice does not breach Vietnamese law (Clause 6, Article 4).
Prohibited and conditional sectors (Articles 6 and 7)
- Article 6 prohibits 11 activities, including debt collection services and trading in e-cigarettes and heated tobacco products (Points h and l, Clause 1).
- Article 7 points to Appendix IV, a list of 198 conditional business lines in the original text (it includes personal data processing services; see Resolution 66.17/2026/NQ-CP below for the temporary list). The Government publishes which lines need a licence before operating and which move to post-inspection. Article 7 and Appendix IV apply from 1 July 2026 (Clause 2, Article 51).
- Temporary list in force: Government Resolution No. 66.17/2026/NQ-CP of 15 May 2026 issues a list of 142 conditional business lines, in force from 1 July 2026 to the end of 28 February 2027. During that period, where its rules on conditional business lines differ from other legal documents, the Resolution applies (Clauses 1 and 3, Article 6). Licences, certificates and practising certificates already issued for lines it cuts may be used until they expire (Article 5). Personal data processing services remain on the list (item 142). See Resolution 66.17/2026/NQ-CP.
- Coming change: Law No. 24/2026/QH16 (passed 24 August 2026) replaces Appendix IV with a new list of 137 conditional business lines from 1 March 2027; personal data processing services remain conditional (item 136). Lines dropped from the list may be carried on without meeting investment conditions; existing licences may still be used until they expire; pending applications are stopped and returned (Clause 3, Article 3 of Law 24/2026). The same Law adds trading in N2O gas for inhalation by people (other than for medical, food technology, testing, research or other purposes set by the Government) to the prohibited business lines in Clause 1, Article 6, from 1 January 2027 (Clause 1, Article 1; Clause 2, Article 2).
Market access for foreign investors (Article 8)
- Foreign investors get the same market access as domestic investors, except for lines on the Government’s list of restricted sectors. That list has two parts: lines not yet open to foreign investors and lines open subject to conditions (Clauses 1 and 2).
- Conditions may cover the foreign ownership cap, the form of investment, the scope of activities, the investor’s capability and partners, and other conditions set by law or treaty (Clause 3).
- A foreign-invested company that already enjoys better access than the new list allows keeps the conditions stated in its IRC (Clause 9, Article 52).
- For trading (buying and selling goods) by foreign investors and foreign-invested companies, see also Decree 342/2026/ND-CP.
Investment guarantees (Chapter II)
- Lawful assets are not nationalised or confiscated by administrative measures (Clause 1, Article 9). The State does not impose local-content, export-ratio, R&D or head-office-location requirements (Clause 1, Article 10).
- After meeting their financial obligations, foreign investors may remit abroad their capital, liquidation proceeds, income and other lawful assets (Article 11).
- If a new law reduces incentives, the investor keeps the old incentives for the rest of the period (Clause 2, Article 12). This does not apply to changes for defence, security, public order, social ethics, public health or environmental reasons (Clause 3). In that case the investor may ask in writing, within 3 years, for a tax deduction of actual losses, a change of project objectives or support to remedy losses (Clauses 4 and 5).
- Disputes between investors where at least one is a foreign investor or a company under Points a–c, Clause 1, Article 20 may go to Vietnamese courts, Vietnamese arbitration, foreign or international arbitration, or ad hoc arbitration agreed by the parties (Clause 3, Article 13).
Investment forms and the 50% test (Articles 18–20, 22)
- Five forms (Article 18): setting up an economic organisation; capital contribution or share or capital purchase; carrying out an investment project; a business cooperation contract (BCC); and new forms set by the Government.
- A foreign investor may set up the company before applying for or amending the IRC, but must meet the market access conditions in Article 8 when doing so (Clause 2, Article 19). Company registration follows the Law on Enterprises 2020. See company formation in Vietnam.
- A Vietnamese company is treated as a foreign investor when it invests in another company or carries out a project if foreign investors hold more than 50% of its charter capital (or most general partners are foreign individuals), or another such company holds more than 50%, or both together hold more than 50% (Clause 1, Article 20). An existing foreign-invested company can carry out a new project without setting up a new company (Clause 3, Article 20).
- A BCC involving a foreign investor needs an IRC (Clause 2, Article 22). The foreign party may open an executive office with its own seal and bank account (Article 37).
Share and capital acquisitions (Article 21)
A foreign investor buying into a Vietnamese company must meet the market access conditions, the defence and security rules, and the land law rules on land at islands, border areas and coastal communes (Clause 2). It must register the acquisition before the change of members or shareholders if (Clause 3):
- it increases foreign ownership in a company active in a sector open to foreign investors on conditions (Point a);
- it results in foreign investors or Article 20(1) companies holding more than 50%, either by crossing from 50% or less to over 50%, or by increasing a stake that is already over 50% (Point b);
- the target holds land use right certificates on islands, in border or coastal communes, or in other areas affecting defence and security (Point c).
The Government sets the forms, dossier and procedure (Clause 4). An acquisition does not itself require an IRC (Point c, Clause 2, Article 26). See capital contribution and share purchase in Vietnam.
In-principle approval (Articles 24, 25 and 29)
- Article 24 lists 20 types of project that need in-principle approval. For foreign investors the key items are: telecoms services with network infrastructure, afforestation, publishing and press (Clause 7); casinos (Clause 4); requests for land without auction or tender, or for a change of land use purpose, with some exceptions (Clause 8); areas affecting defence or security (Clause 9); housing and urban areas (Clause 11); golf courses (Clause 13); industrial park infrastructure (Clause 14); and new passenger airlines (Clause 17).
- Who approves (Article 25): the National Assembly (projects needing special mechanisms); the Prime Minister (Clauses 1, 2, 4, 6, 7 and 19 of Article 24, plus some resettlement and heritage cases); the Chairman of the provincial People’s Committee (Clauses 8–18 and some resettlement and heritage cases); and the industrial park or economic zone management board for provincial-level projects inside a zone that fit the approved plan (Clause 4).
- Approval must be obtained before the project starts (Clause 1, Article 29).
Investment registration certificate (Articles 26–29)
- An IRC is required for projects of foreign investors and of Article 20(1) companies (Clause 1, Article 26). It is not required for domestic investors, other companies, or share and capital acquisitions (Clause 2), although a domestic investor may apply for one (Clause 4). The IRC must be obtained before the project starts (Clause 2, Article 29).
- Issuing authority (Article 27): the management board for projects in industrial parks, export processing zones, high-tech zones and economic zones; the provincial Department of Finance for projects outside them; and, for projects spanning two or more provinces or both inside and outside a zone, the authority where the executive office is located.
- Dossier, steps and timelines are not in the Law. They are delegated to the Government (Clause 5, Article 26) and set out in Decree 96/2026/ND-CP.
- Special investment procedure (Article 28): projects in industrial parks, export processing zones, high-tech zones, digital technology zones, free trade zones, international financial centres and economic zone functional areas may opt in, unless the Government requires in-principle approval. They skip in-principle approval, technology appraisal, the environmental impact assessment report, detailed planning, the construction permit and construction and fire safety approvals, but the investor must give a written commitment to meet the applicable standards. See special investment procedure.
Amending a project (Articles 31 and 33)
- Term: up to 70 years in economic zones and up to 50 years elsewhere, extendable to 70 years for certain projects (Clauses 1 and 2, Article 31). Extension is possible except for outdated or polluting technology and projects whose assets pass to the State without compensation (Clause 5).
- An IRC amendment is needed when a change affects the main project details in the IRC (Clause 2, Article 33). See how to amend an investment registration certificate.
- An amended in-principle approval is needed to change or add approved objectives, change land area or location, extend the schedule by more than 24 months, change the project term, or replace an investor approved together with the project before operation (Clause 3, Article 33).
- The schedule may not slip more than 24 months beyond the first approval, except in the cases in Clause 4 of Article 33 (force majeure, late land handover, planning changes, a capital increase of 20% or more, and others).
Transferring a project (Article 34)
- Conditions (Clause 1): the project is not being terminated under Article 36; a foreign transferee meets the conditions in Clause 2 of Article 21; land, housing and real estate law conditions are met; and the conditions in the approval or IRC are met.
- Procedure (Clause 2): for projects with an IRC, or whose investor was approved under Article 23, the transfer is made by amending the project under Article 33. Other projects follow civil, enterprise and real estate law.
- See investment project transfer.
Incentives (Articles 14, 15 and 17)
- Incentives go to projects in preferential sectors or locations (including industrial parks, economic zones, free trade zones and international financial centres) and to large or labour-intensive projects (Clause 1, Article 14; Clause 2, Article 15). They include corporate income tax incentives, import duty exemptions, exemption or reduction of land levy, land rent and land use tax, and accelerated depreciation (Clause 2, Article 14). The rates and conditions of corporate income tax incentives are set by tax law: the Law on Corporate Income Tax 67/2025/QH15 does not treat an industrial park as a tax-preferential location; see investment incentives in Vietnam.
- They apply only to new and expansion projects (Clause 5, Article 14). Location incentives exclude mining, goods subject to special consumption tax (except cars, aircraft and yachts) and commercial housing (Clause 7).
- Special incentives (Article 17) target innovation and R&D centres, data centres, semiconductors and similar projects. They do not apply to projects that received an investment certificate, IRC or in-principle decision before 1 March 2026 (Point a, Clause 5).
Termination and reporting
- The registration authority may terminate a project, for example when the investor has still not completed the project objectives 24 months after the scheduled deadline, or when the project has been suspended for 12 months and the investor cannot be reached (Points b and d, Clause 2, Article 36).
- Investors file quarterly and annual reports with the registration authority and the statistics office, in writing and through the National Investment Information System (Point a, Clause 2 and Clause 3, Article 47).
Entry into force and transition (Articles 51 and 52)
- In force from 1 March 2026; Article 7 and Appendix IV from 1 July 2026. Law No. 61/2020/QH14 ceases to have effect on 1 March 2026, except its own Article 7 and Appendix IV, which lapse on 1 July 2026 (Clauses 1, 2 and 4, Article 51).
- IRCs, investment licences and in-principle decisions already issued remain valid (Clause 1, Article 52). Projects that before 1 March 2026 were decided or approved in principle, won by tender or auction, or granted an IRC do not need in-principle approval again (Clause 2), but an amendment that now falls within in-principle approval follows the new Law (Clause 3).
- Valid dossiers received under the 2020 Law are processed under it, with the exceptions in Clause 14. Licences for conditional lines that the new Law removed stay valid until they expire (Clause 15).
For a review of your project or deal under the new Law, see foreign investment advisory.
