Vietnam investment law 2025 updates | Procedures & Keys reforms by TRAN & CO. Attorneys

Foreign investment remains a key driver of Vietnam’s economic growth. To ensure transparency and attract quality capital, the government continues refining its legal framework. This article by TRAN & CO. Attorneys provides a concise overview of the Vietnam investment law, including law No. 61/2020/QH14 and the new Amendment Law No. 90/2025/QH15, effective July 1, 2025, helping foreign investors navigate regulations, reduce risks, and optimize investment opportunities in Vietnam.

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)

Under the Vietnam Investment Law, investors are categorized based on their nationality and capital structure. This distinction is crucial, as it determines the applicable procedures, investment conditions, and regulatory oversight.

• 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)

The Vietnam Investment Law provides several legal pathways for investors to enter the market, offering flexibility depending on business goals and risk appetite. The most common investment forms include establishing a new legal entity, acquiring equity or assets through mergers and acquisitions (M&A), and forming a Business Cooperation Contract (BCC) without creating 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.

Overview of the current Vietnam investment law

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, more transparent framework for both domestic and foreign investors to enter and operate in Vietnam. It standardizes procedures, reduces administrative steps, and enhances coordination between regulatory bodies. Understanding these investment procedures is essential to ensure legal compliance, minimize delays, and secure the necessary approvals efficiently from project registration to 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.

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

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. New procedural changes under the 2025 Amendment

4. Investment incentives and key highlights of the 2025 amendment

The 2025 Amendment to the Vietnam Investment Law further strengthens the country’s commitment to attracting sustainable and high-quality capital. It refines and expands the framework for investment incentives, targeting projects that align with Vietnam’s long-term development goals.

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

At TRAN & CO. Attorneys, we provide comprehensive investment advisory services designed to help both domestic and foreign investors navigate Vietnam’s complex regulatory landscape with clarity and confidence.

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 reinforces the country’s vision for sustainable, innovation-driven growth, placing strong emphasis on transparency, compliance, and strategic planning for investors. By working with TRAN & CO. Attorneys, you gain a trusted legal partner to ensure a smooth, compliant, and optimized investment process in Vietnam. Contact our experts today for personalized guidance on your project and start navigating opportunities under the Vietnam investment law with confidence.

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