A new investment regime takes effect on 1 March 2026, reshaping how foreign investors enter the Vietnamese market - from licensing sequence to conditional-business reform. Five changes that matter, and what to do about them.
Effective 1 March 2026, Law No. 143/2025/QH15 on investment ("Investment Law 2025") replaces the previous regulatory regime after five years. It is further guided by Decree No. 96/2026/ND-CP, issued by the Government on 31 March 2026 and effective the same day ("Decree 96"). Together they form the core regulations on doing business in Vietnam, introducing pivotal reforms to accelerate market entry and reduce the administrative burden for foreign investors.
01 ERC-before-IRC sequencing
Previously, foreign investors had to obtain the Investment Registration Certificate ("IRC") as a condition precedent for incorporation. Under the new framework they no longer do: investors may obtain an Enterprise Registration Certificate ("ERC") first, then secure the IRC later - improving equality between foreign and domestic investors during the initial setup phase. While the ERC-first route is technically permitted, its implementation faced bottlenecks at the licensing authorities for lack of guidance from the Ministry of Finance ("MOF"). On 29 April 2026 the MOF issued Official Letter No. 5427, providing that the enterprise-registration application in this scheme must include commitments on satisfying market-access conditions, and that no IRC is needed at that point.
Obtaining the ERC first creates a legal footprint, allowing foreign-invested enterprises ("FIEs") to initiate preliminary activities prior to issuance of the IRC:
- General administration - tax identification number, corporate seal, digital signature (token) and corporate VNeID;
- Bank accounts - open operating bank accounts in VND and other currencies;
- Employment - execute labour contracts and apply for work permits or exemptions for foreign employees;
- Preliminary contracts - enter into service contracts with suppliers and agents, including an office lease.
The catch
Post-ERC and without an IRC, an FIE remains a "shell" - not permitted to engage in primary commercial activities.
Several restrictions still apply without an IRC: a direct investment capital account ("DICA") requires an IRC under current rules (though draft amendments to Circular 06/2019/TT-NHNN may relax this); licensing authorities in practice require an IRC before an FIE can sign client contracts and generate revenue; an FIE may not apply for operational sub-licenses in conditional sectors such as retail trading; and the entity cannot claim tax and investment incentives, as an issued IRC is the required statutory basis. An earlier draft decree threatened mandatory dissolution where the IRC was not secured within twelve months of ERC issuance; that sanction was removed from Decree 96, leaving the point unaddressed. The traditional IRC-first approach remains available and, while slower, offers greater legal certainty.
02 Narrowed scope of investment policy approval (IPA)
Previously, each IPA competent authority carried its own list of in-scope projects, creating confusion over whether the IPA procedure applied. The new law moves from an authority-based system to a definitive category-based one, explicitly listing 20 project categories that require an IPA - narrowing the requirement to sensitive infrastructure, land, or projects with significant environmental or security implications. Under the old regime the National Assembly's authority turned on quantitative thresholds (land area, number of residents); the Investment Law 2025 limits its involvement to projects requiring special policies that deviate from its legislation. Approval authority now rests primarily with the Prime Minister for critical categories and the provincial People's Committee Chairpersons for most projects.
03 Expedited regulatory pathways
Special investment procedures - first introduced at the end of 2024 for innovation and R&D centres, semiconductor design and prioritised high-tech products - continue under the Investment Law 2025, but with restrictions on applicable sectors removed; satisfaction of the investment-location condition is now sufficient. For qualifying projects in industrial parks, high-tech zones, international financial centres and digital technology zones (except those subject to IPA), the project is exempt from IPA, technology assessment, environmental impact assessment, detailed master plan, construction permits and fire-safety certifications. Investors submit an IRC application - processed within 15 working days - incorporating formal commitments on environmental, construction and fire-fighting compliance. The shift from rigid pre-licensing toward post-inspection compliance is expected to attract more investment into Vietnam's priority industrial sectors.
04 Operational flexibility
The Investment Law 2025 introduces several amendments increasing investment and operational flexibility:
- Removing the triggers for IPA amendment - namely capital increases exceeding 20% or modifications to appraised technologies;
- Allowing investors to adjust the project term throughout the operational phase, rather than only near its end;
- Expanding the cases in which a real estate project under IPA may be transferred (previously limited to projects under IRC and investor approval);
- Cutting conditional business lines from 234 to 142 (see below).
05 Fewer conditional business lines, a shift to post-inspection (hau kiem)
The old regulations listed 234 conditional business lines, each subject to sub-licensing before full operation. An excessive portfolio of conditional industries reduces efficiency and weakens competitiveness. The Investment Law 2025 cut the list to 198 (removing 36 activities); Resolution No. 66.17/2026/NQ-CP of 15 May 2026 cut a further 56, to 142 - effective 1 July 2026 to 28 February 2027. The law classifies conditional lines into two pathways: (i) a pre-approval track (142 lines under Resolution 66.17) and (ii) a post-inspection track for sectors removed from the list, governed by specialised standards - for instance accounting services, tax-exempt goods trading, foreign-linked training and education, waterway transport, and sea transport.
06 Practical implication
A compliance checklist for foreign-invested enterprises:
| Action item | Strategic impact |
|---|---|
| Re-classify conditional business lines | A line-by-line review of current and planned business scopes against Appendix IV and Resolution 66.17 (effective 1 July 2026 to 28 February 2027) to confirm whether prior licences or post-standards obligations apply. |
| Manage the "ERC-first" timeline | For greenfield projects using the new sequence, implement a strict internal deadline tracker and secure the IRC within the 12-month statutory window post-incorporation. |
| Leverage facilitative provisions | Use "green land" mechanisms for eligible projects in industrial or economic zones, potentially bypassing some traditional approvals. |
| Ensure digital compliance | Prepare for both online and paper submissions; all IRC-related applications must be executed by e-signature (token). Obtaining the ERC first secures a domestic digital signature. |
Best practices
- Map your current investment structure against the new negative conditional-business-lines list within 60 days of publication - some previously conditional sectors are now open.
- For a greenfield FDI project, assess whether the ERC-first route saves time versus the traditional IRC-first and/or M&A route; both remain available but carry different risk profiles.
Watch out
- The ERC-before-IRC scheme remains uncertain - weigh a full pros-and-cons assessment before proceeding.
- Post-inspection looks progressive, but enforcement capacity varies by province - expect inconsistent interpretation.
- The effective window for the 142 conditional business lines is short (eight months) and may be amended.
07 Closing
The Investment Law 2025 clears several long-standing bottlenecks, particularly for projects in prioritised zones. The trade-off is that compliance no longer stops at the licensing counter: less to prove on the way in, more to keep proving once you are operating.
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