On December 11, 2025, the 15th National Assembly officially adopted the Vietnamese Law on Investment 2025, which will take effect on March 1, 2026. With key amendments to conditional business lines and investment project timelines,…this legislation refines the Vietnamese investment legal framework, fosters a transparent business environment, and creates favorable conditions for investment activities in Vietnam. 

Hung Phi Law Firm provides the following update on the key highlights of the Vietnamese Law on Investment 2025 to keep foreign investors well informed of recent regulatory changes.

1. Downsizing the list of conditional business lines

Downsizing the list of conditional business lines

Annex IV of the Vietnamese Law on Investment 2025 reduces and narrows the scope of conditional business lines, significantly enhancing business freedom and market access in Vietnam.

– Notable removals include:

• Tax agency services, customs brokerage, insurance auxiliary services, and labor outsourcing services;
• Commercial assessment services, temporary import for re-export of frozen food, temporary import for re-export of goods on the List of used goods.

– Narrowed conditional business sectors include: Trading in fertilizers, trading in aquatic breeds, water resources extraction service, gold trading.

Additionally, the Vietnamese Law on Investment 2025 (Article 7.1) introduces two new regulatory categories: businesses subject to pre-operation licensing and those transitioning to post-check management through public compliance declarations.

By prioritizing post-checks over pre-licensing, this policy reduces administrative hurdles and creates a more streamlined, transparent landscape for investors.

2. Adjustment of the investment project duration

Adjustment of the investment project duration

Compared to the Vietnamese Law on Investment 2020, Clause 4 Article 31 of the Vietnamese Law on Investment 2025 allows investors to increase or decrease a project’s duration during its operation, provided that the total adjusted term does not exceed 70 years for projects in economic zones or 50 years for those outside.

Previously, under the Vietnamese Law on Investment 2020, extensions could only be requested upon the expiry of a project’s duration, which often restricted timely business restructuring or long-term planning.

Allowing timeline extensions during project implementation offers greater flexibility in planning and resource allocation, enabling foreign investors to proactively adjust their schedules and align with evolving market conditions.

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3. Streamlining investment guideline adjustment approval

Compared to Clause 3 Article 41 of the Vietnamese Law on Investment 2020, Clause 3 Article 33 of the Vietnamese Law on Investment 2025 removes two scenarios that previously required investment guideline adjustment approval, namely:

(1) Total investment capital fluctuations of 20% or more that alter the project’s scale;

(2) Changes to technologies that were previously appraised or reviewed during the initial approval process.

These adjustments streamline administrative procedures, helping investors save time and providing greater flexibility throughout the investment process.

4. Regulations regarding outward investment

– Eliminating procedures for outward investment guideline approval

The Vietnamese Law on investment 2025 eliminates the need for outward investment guideline approvals, which were previously under the jurisdiction of the National Assembly and the Prime Minister. 

– Narrowing the scope of outward investment registration

Under Article 42 of the Vietnamese Law on Investment 2025, the scope of projects requiring an Outward Investment Registration Certificate (OIRC) has been narrowed compared to the Vietnamese Law on Investment 2020. An OIRC is now only mandatory for:

– Projects with investment capital at the levels prescribed by the Government; 

– Projects in conditional outward investment sectors (as specified in Clause 1, Article 41 of the Vietnamese Law on Investment 2025).

Conversely, for projects that fall below the capital threshold and are not in conditional outward investment sectors – as well as those involving national defense/security under inter-governmental agreements or outward investment projects of state-owned corporations, general companies and other economic organizations in accordance with the Government’s regulations, investors are no longer required to obtain an OIRC. Instead, they only need to complete foreign exchange registration in accordance with foreign exchange management regulations. (Clause 3, Article 42 of the Vietnamese Law on Investment 2025). 

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5. Adjustments to the regulations on investment project transfers 

Under Clause 7, Article 51 of the Vietnamese Law on Investment 2025, investment projects that have been:

• Granted the decision on investment guidelines;
• Granted the decision on adjustment to the investment guidelines;
• Granted investment guideline approval, investment guideline adjustment approval;
• Issued and amended investment registration certificates.

are permitted to be transferred in whole or in part.

This provision significantly expands the scope of eligible projects for transfer by allowing transfers at multiple stages of the investment approval process, rather than limiting such transactions to projects that have already completed all licensing formalities.

Under the previous regulatory framework, particularly in the context of real estate projects governed by the Vietnamese Law on Real Estate Business 2023, project transfers under the Law on Investment were generally permitted only after investor approval or the issuance of an Investment Registration Certificate (IRC).

The amended Vietnamese Law on Investment 2025 therefore enhances market liquidity and investment exit flexibility, especially for foreign investors, by enabling earlier capital restructuring, project divestment, and strategic cooperation.

6. Removal of mandatory investment project requirements for foreign investors

Under Clause 2, Article 19 of the Vietnamese Law on Investment 2025, foreign investors may establish a business organization before obtaining or amending an Investment Registration Certificate (IRC), provided that they satisfy market access conditions applied to foreign investors specified in Article 8 of the Vietnamese Law on Investment 2025.

Previously, under the Vietnamese Law on Investment 2020, having an investment project and a valid IRC was a prerequisite for setting up an enterprise, except for establishment of a small and medium-sized start-up enterprise and a  startup investment fund in accordance with regulations of the Law on Small and Medium-sized Enterprises. 

This new regulation streamlines the entry process, offering foreign investors greater flexibility while resolving administrative complexities. This allows investors to save time and proactively launch their business operations to seize market opportunities.

7. Hung Phi Law Firm – Comprehensive Investment Legal Services in Vietnam

Comprehensive Legal Services for Foreign Investment in Vietnam

Hung Phi Law Firm is a reputable law firm in Vietnam with distinguished expertise in investment law. Our investment lawyers combine solid professional knowledge with extensive practical experience and a deep understanding of the local business landscape. We provide comprehensive legal support at every stage of the investment project, delivering strategic, goal-oriented solutions tailored to each client’s needs.

Our core investment legal services include:

• Market Entry & Licensing: Streamlining the establishment of foreign-invested enterprises and obtaining all necessary investment certificates and business licenses.
• Investment Incentives: Advising on tax and land-use incentives, and other favorable government policies to maximize investment value.
• Regulatory Compliance: Ensuring ongoing adherence to investment laws, investment regulatory reporting, and industry-specific regulations.
• M&A Support: Comprehensive legal due diligence and transaction structuring to ensure seamless mergers and acquisitions.
• Dispute Resolution: Representing clients in investment-related negotiations, mediation, or arbitration to protect their commercial interests.

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Vietnam’s Reliable Law Firm for Foreign Businesses

The above information outlines Key highlights of the Vietnamese Law on Investment 2025, as provided by Hung Phi Law Firm to our clients.

Should you have any questions regarding this matter or require legal advice tailored to your specific case, please do not hesitate to contact the lawyers of Hung Phi Law Firm for timely support and professional consultation.

Contact Information:

Hung Phi Law Firm

Phone: (+84) 962 75 28 38

Email: luathungphi@gmail.com

Website: hungphi.vn

Sincerely,