Entering the era of national growth and digital transformation, investment activities in Vietnam are becoming increasingly vibrant with many positive signals. When implementing investment projects in Vietnam, a thorough understanding of the legal framework is crucial to maintaining operational efficiency and business transparency.

In this article, Hung Phi Law Firm explores Regulations on the implementation of investment projects in Vietnam to ensure clients stay fully informed and compliant with the latest legal requirements.

1. Overview of investment projects

Summary of investment projects

According to Clause 4, Article 3 of the Vietnamese Law on Investment 2025, “investment project” means a collection of proposals for the expenditure of mid-term or long-term capital to carry out investment activities in a particular administrative division over a certain period of time.

Accordingly, the key characteristics of an investment project include:

– Goal-oriented proposals: At its core, an investment project is a structured set of proposals designed to achieve specific objectives through capital expenditure.

– Long-term capital allocation: It requires a commitment of medium-to-long-term capital, distinguishing it from day-to-day operational spending. 

– Defined scope: Every project is bound by two main constraints: geography (a specific administrative division) and time (a clearly defined duration). 

– Practical execution: It is a practical plan for executing investment activities, subject to regulatory approval and implementation.

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2. Regulations on the implementation of investment projects in Vietnam

Investment Project Regulations in Vietnam

2.1. Investment sectors and market access conditions

The market access conditions in Vietnam govern how foreign investors enter specific sectors in Vietnam. They dictate not only whether an investment is eligible but also the specific scope and legal structure required for compliance. In principle, foreign investors are entitled to the same market access as domestic investors, except for conducting business in sectors specifically included in the ‘Negative List’ of Restricted Market Access.

In such cases, they are subject to requirements regarding: foreign ownership limits, forms of investment, scope of activities, investor capacity, and other conditions specified in Vietnamese laws or international treaties.

2.2. Investment forms and procedures 

According to Article 18 of the Vietnamese law on investment 2025, forms of investment include:

– Investment in establishment of a business organization;

– Investment in the form of capital contribution or purchase of shares or stakes;

– Execution of an investment project;

– Investment in the form of a business cooperation contract (BCC);

– New forms of investment and types of business organizations prescribed by the Government’s regulations.

Depending on the nature, form, and scale of the project, foreign investors in Vietnam shall complete one or more of the following procedures:

– Obtaining investment guidelines approval;

– Obtaining an Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC);

– Registering capital contribution, share/stake purchase;

– Filing amendments to the Enterprise Registration Certificate.

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2.3. Investment incentives for foreign investors 

While Vietnam promotes a stable, transparent business climate to facilitate foreign investment and project execution, foreign investors are subject to market access conditions, Vietnamese laws, and international treaties to which Vietnam is a signatory. 

To drive sustainable growth, the Vietnamese government provides incentives for strategic projects in high-impact sectors like technology, digital transformation and renewable energy. These incentives enable investors to optimize resource allocation and reduce long-term operating costs. However, incentives are performance-based and time-limited. Investors must ensure ongoing regulatory compliance to remain eligible.

According to Clause 2, Article 14 of the Vietnamese Law on Investment 2025, investment incentives are provided in the following forms:

– Corporate income tax incentives, including application of a lower rate of corporate income tax for a certain period of time or throughout the investment project execution; exemption from and reduction of tax and other incentives prescribed by the Law on Corporate Income Tax;

– Exemption from import tax on goods imported to form fixed assets; raw materials, supplies and components for manufacturing purposes in accordance with regulations of law on import and export tax;

– Exemption from and reduction of land levy and land rents;

– Accelerated depreciation, increasing the deductible expenses upon calculation of taxable income;

– Other investment incentives as prescribed by the Government.

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2.4. Investment project duration and implementation timeline

According to Article 31 of The Vietnamese Law on Investment 2025:

– The duration of an investment project inside an economic zone shall not exceed 70 years. 

– The duration of an investment project outside an economic zone shall not exceed 50 years. For projects in disadvantaged areas or extremely disadvantaged areas; projects with large investment capital but with slow rate of capital recovery; projects for the construction and operation of infrastructure in high-tech zones, high-tech industrial parks, and concentrated digital technology zones; and projects entitled to special investment incentives and support as prescribed in Clause 2, Article 17 of the Vietnamese Law on Investment 2025, the duration may be longer but shall not exceed 70 years. 

Important notes:

– In cases where the progress or duration of project operation is affected under the circumstances specified in points a, b, c, d, and g, Clause 4, Article 33 of the Vietnamese Law on Investment 2025, the period of such delay shall not be included in the project’s duration of operation or implementation schedule.

– During the implementation of an investment project, the investor is entitled to adjust (increase or decrease) the duration of project operation. The duration of project operation after such adjustment shall not exceed the duration stipulated in Clauses 1 and 2, Article 31 of the Vietnamese Law on Investment 2025.

– Upon the expiry of the duration of project operation, if the investor wishes to continue implementing the investment project and satisfies the conditions prescribed by law, an extension of the duration of operation may be considered, except for the following investment projects:

• An investment project that uses outdated technology, poses potential risks of environmental pollution, or is resource-intensive.
• Investment projects in which the investor is required to transfer assets without compensation to the State of Vietnam or a Vietnamese partner.
• The duration of each extension shall not exceed the time limits prescribed in Clauses 1 and 2, Article 31 of the Vietnamese Law on Investment 2025. 

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3. Key considerations for implementing investment projects in Vietnam 

Essential requirements for executing projects in Vietnam

Obtaining investment guideline approval in cases prescribed by law: For projects involving strategic resources or national security, investors are required to obtain Investment Policy Approval. This process is essential for validating the project’s alignment with national safety and environmental standards for large-scale investments. 

Capital commitment: Compliance with investment commitments is a key responsibility in Vietnam. These cover the project’s timeline, investment scale, financial duties, and other legal requirements.

Project reporting compliance: Investors must submit periodic updates to competent authorities to ensure the project remains aligned with its Investment Registration Certificate (IRC). These reports must accurately reflect actual progress, including capital disbursement, labor status, business performance, and tax obligations.

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4.  Hung Phi Law Firm – Comprehensive investment legal services

Hung Phi Law Firm – Your trusted investment legal partner

Hung Phi Law Firm is a trusted investment legal advisor in Vietnam. Our team brings together deep technical knowledge and extensive practical experience to provide secure, result-oriented solutions for our clients’ investments. 

We provide dedicated legal support to ensure the seamless execution of the investment process. Our focus on practical outcomes helps clients navigate regulatory complexities and achieve their business objectives on schedule.

Our core investment legal services include:

Market entry & establishment

– Vietnamese investment policies;

– Investment incentives and supports;

– Sectors, trades and market access conditions applicable to foreign investors;

– Process, conditions, procedures, and structures of investment.

Licensing & regulatory compliance

– Obtaining business licenses for sectors such as trade, logistics, education, and manufacturing,…

– Securing Investment Guidelines Approval, Investment Registration Certificate (IRC), and Enterprise Registration Certificate (ERC), Branch and Representative Office (RO) Registration Certificates;

– Reviewing and standardizing internal legal documents and corporate policies;

– Drafting and revising the company’s charter, internal labor regulations, and internal governance rules.

Corporate & commercial counsel

– Drafting, reviewing business, manufacturing, service, advertising,….contracts;

– Negotiating contract terms and conditions;

– Providing interpretation of the terms of contracts; 

– Reviewing contracts, amending unfavorable clauses;

– Participating in contract dispute resolution;

– Advising on other contractual legal issues.

Dispute resolution & advisory 

We represent clients in negotiations, mediation, and proceedings before competent courts or arbitration. By managing the complexities of dispute resolution, we streamline the legal process to ensure cost-effective protection of your business interests.

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Vietnam’s Reliable Law Firm for Foreign Businesses

The above information outlines Regulations on the implementation of investment projects in Vietnam, 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,