Vietnam Investment Law 2025 updates | Procedures & Keys reforms by TRAN & CO. Attorneys

Foreign investment remains a key engine of Vietnam’s growth, and the Government continues to refine its legal framework to ensure transparency and selective capital attraction. This article by TRAN & CO. Attorneys summarizes the Vietnam Investment Law – Law No. 61/2020/QH14 and the latest Amendment Law No. 90/2025/QH15, highlighting essential concepts, procedures for foreign investors, and notable changes to help reduce legal risks and optimize incentives from the project’s earliest stage.

1. Overview of the current Vietnam investment law (2020 and 2025 Amendment)

The Vietnam Investment Law regulates both domestic and outbound investment activities. Purpose to establish a transparent, equitable, and open business environment that attracts selective domestic and foreign investment – especially in high-tech and value-added sectors.

1.1 Purpose and scope of the Investment Law

Scope: Applies to investment activities conducted in Vietnam and from Vietnam abroad.

Legal framework (as of October 2025):

• Law No. 61/2020/QH14 – in force since January 1, 2021
• Amendment Law No. 90/2025/QH15 – effective July 1, 2025
• Decree 31/2021/NĐ-CP – detailing and guiding the implementation of the 2020 Law
• Decree 19/2025/NĐ-CP – on special investment procedures and incentives
• Other relevant decrees on conditional business lines and market access for foreign investors

1.2 Legal framework and implementation timeline

The 2025 Amendment aims to modernize the investment regime by integrating digital filing systems and clarifying cross-references with land, tax, and customs laws. Transitional provisions ensure that projects licensed under the 2020 Law remain valid while allowing investors to benefit from new incentives from mid-2025 onward.

1.3 Applicable subjects (domestic vs. foreign investors)

According to Vietnam’s Investment Law, investors are classified based on their nationality and capital structure. This classification is important because it determines the applicable procedures, investment conditions, and the level of supervision by regulatory authorities.

• Domestic investors: Vietnamese individuals or entities.
• Foreign investors: Foreign individuals, organizations, or enterprises with foreign capital.

1.4 Common investment forms (new entity, M&A, BCC) 

Vietnam’s Investment Law offers multiple legal pathways for investors to enter the market, providing flexibility depending on business objectives and risk appetite. The most common forms of investment include establishing a new legal entity, acquiring shares or assets through mergers and acquisitions (M&A), and entering into a Business Cooperation Contract (BCC) without establishing a separate legal entity.

• Establishment of a new economic organization (100% foreign-owned or joint venture).
• Capital contribution, share purchase, or equity acquisition (M&A).
• Business Cooperation Contract (BCC).

1.5 Prohibited and conditional business sectors

The law strictly regulates market access through:

• Prohibited sectors: Sis restricted areas (e.g., debt collection services, trade in firecrackers).

• Conditional sectors: Activities that must satisfy additional criteria for reasons of national defense, public order, health, or ethics.

The list, detailed in Annex IV of the 2020 Law, has been streamlined – reducing 22 sectors compared to the 2014 version, reflecting Vietnam’s continued commitment to improving its investment climate.

2. Key changes compared to Vietnam Investment Law 2020

The 2025 Amendment (Law No. 90/2025/QH15) introduces several targeted updates that refine and modernize the 2020 Investment Law. These changes are designed to attract high-quality investment, improve administrative efficiency, and strengthen legal consistency across related regulations.

2.1 Expansion of priority sectors

The scope of sectors entitled to investment incentives has been expanded to cover digital transformation, data centers, 5G networks, and advanced technology infrastructure.

→ This marks a shift from capital-based to innovation-driven investment attraction, reflecting Vietnam’s strategy to promote green growth and digital competitiveness.

2.2 Greater decentralization of approval authority

Provincial People’s Committees are now authorized to approve certain large-scale projects involving resettlement – a power previously reserved for the central government.

→ The change shortens approval timelines and enhances local accountability, while the central level still handles projects of national importance.

2.3 Introduction of special investment incentives

A new category of special incentives has been created for projects of strategic scale or high technological value.

→ These incentives may include customized tax reductions, land rent exemptions, or fast-track licensing, aiming to attract reputable investors with long-term commitments to technology transfer and innovation.

2.4 Streamlined procedures and digital integration

The 2025 Amendment promotes electronic submissions and inter-agency coordination via the National Investment Information System, enabling online tracking and simplified project approvals.

→ This modernization reduces paperwork and increases transparency, addressing long-standing administrative bottlenecks.

2.5 Legal harmonization with related laws

To avoid conflicts in implementation, the 2025 Law aligns investment procedures with the Land Law 2025, as well as tax and customs regulations for high-tech projects.

→ This alignment ensures consistency in land allocation, tax incentives, and post-licensing obligations – reducing uncertainty for both domestic and foreign investors.

3. Investment procedures under vietnam investment law 2025

The Vietnam Investment Law 2025 establishes a clearer and more transparent legal framework for both domestic and foreign investors seeking to enter and operate in Vietnam. The law streamlines procedures, reduces administrative steps, and enhances coordination among regulatory authorities. Understanding these investment procedures is essential to ensure legal compliance, minimize delays, and efficiently obtain the necessary approvals, from project registration through business operation.

3.1. Two-step process for foreign investors (CPI and IRC)

For foreign investors (FDI), investment registration typically involves two key steps:

• Investment Policy Approval (CPI)

A mandatory step for large-scale or sensitive projects requiring approval from:

• The National Assembly,
• The Prime Minister, or
• The Provincial People’s Committee.

New in 2025: The Amendment expands the authority of provincial governments to approve projects involving major resettlement plans (e.g., over 10,000 people in mountainous areas).

• Investment Registration Certificate (IRC)

Before establishing an enterprise, foreign investors must obtain an IRC.

Required documents include:

• Application form for project implementation
• Investment proposal (objectives, scale, capital, timeline)
• Financial capacity proof (e.g., bank statements)
• Legal status documents (legalized business registration or passport copies)

Processing time: 15 working days from receipt of a valid application.

3.2. Authorities in charge of investment policy approval

Depending on the nature and size of the project:

• The National Assembly approves projects of national defense or security significance.
• The Prime Minister approves projects that have major socio-economic impact.
• The Provincial People’s Committee approves most foreign-invested projects within its territory.

The 2025 Amendment extends local authority to include projects requiring large-scale resettlement (10,000+ people in mountainous regions).

3.3. Required documents and processing time for IRC

Key documents include:

• Application for project implementation
• Investment proposal (objectives, capital, timeline)
• Proof of financial capacity (e.g., bank statements)
• Legalized investor identity or registration documents

Processing time: Within 15 working days from submission of a complete application.

3.4. Những thay đổi về thủ tục mới theo Bản sửa đổi năm 2025

The 2025 Law allows electronic filing, e-signature validation, and real-time updates through the national database – marking a transition toward paperless, more efficient investment administration.

4. Investment Incentives and Key Highlights of the 2025 Amendment

The 2025 amendment to Vietnam’s Investment Law further reinforces the country’s commitment to attracting sustainable and high-quality capital. This amendment refines and expands the framework of investment incentives, targeting projects that align with Vietnam’s long-term development objectives.

4.1. Types of investment incentives (tax, land, import duty)

Investment Incentives

Vietnam continues to offer strong incentives for priority sectors and regions:

• Corporate income tax reductions

• Land rent exemptions or reductions

• Import duty exemptions for machinery and fixed assets

4.2. Eligible priority sectors and geographic areas

Eligible projects include:

• High-tech, R&D, education, or renewable energy
• Investments in areas with difficult socio-economic conditions
• Innovation and startup projects

4.3. Key reforms introduced by Law No. 90/2025/QH15

Key Legal Reforms under Law No. 90/2025/QH15

• Expanded preferential sectors: Now covering digital transformation, data center infrastructure, and 5G technology
• Special investment incentives: Introduced for large-scale, high-tech, and strategic projects to attract quality FDI.
• Refined market access conditions: Clearer criteria for foreign investors establishing local economic organizations.
• Alignment with the Land Law 2025: Ensuring consistency between investment procedures and land use rights.

These updates reflect Vietnam’s shift toward a selective, innovation-driven investment strategy, balancing openness with sustainability and security.

4.4. Alignment with the 2025 Land Law

For the first time, investment licensing and land allocation procedures are synchronized, ensuring a unified process for project approval, land leasing, and land-use rights issuance — reducing procedural duplication and delays.

5. Professional Investment Advisory Services by TRAN & CO. Attorneys

Tại TRAN & CO. Attorneys, chúng tôi cung cấp các dịch vụ tư vấn đầu tư toàn diện được thiết kế để giúp cả nhà đầu tư trong và ngoài nước định hướng rõ ràng và tự tin trong bối cảnh pháp lý phức tạp của Việt Nam.

5.1. Importance of professional legal support

Navigating the evolving landscape of Vietnam investment law requires precise legal insight and practical experience. With continuous changes in legislation and implementing decrees, missing an update can lead to unnecessary costs and project delays.

5.2. Scope of advisory services (market entry, CPI/IRC, M&A compliance)

TRAN & CO. Attorneys provides full-service legal support for foreign investors, including:

• Investment condition review and market entry strategy
• Comprehensive assistance for Investment Policy Approval (CPI) and Investment Registration Certificate (IRC)
• End-to-end M&A advisory and compliance review under Vietnam’s market access rules

6. Conclusion

Vietnam’s 2025 Investment Law as a framework for sustainable and innovation-driven growth, emphasizing legal compliance and strategic planning for investors. Partner with TRAN & CO. to secure a legally compliant and optimized investment process in Vietnam. Contact our legal experts today for a consultation tailored to your project’s goals.

>>> See more:

Franchise Legal Services: Building the foundation for a sustainable enterprise

Compliance consultancy services Binh Thanh district: The ongoing legal advisory service – A comprehensive legal shield from Tran & Co. Attorneys

Contact information:

• • Address: 34th Floor, Landmark 81, 720A Dien Bien Phu Street, Ho Chi Minh City, Vietnam.
  • Hotline: +84 765 888 168
  • Email: info@tranandcolaw.com
  • Facebook: Tran & Co. Attorneys
  • LinkedIn: Tran & Co. Attorneys