Vietnam Investment Law 2026, Practical Guide for Foreign Investors: What to Do Now

Vietnam’s Investment Law 2025 (Law No. 143/2025/QH15) took effect on 1 March 2026, introducing the most significant overhaul of the country’s foreign investment framework in a decade. For foreign investors already operating in or entering Vietnam, the new law, together with its key implementing instruments, Decree 96/2026 on market access conditions and Decree 103/2026 on registration procedures, triggers immediate compliance work across Investment Registration Certificates (IRCs), M&A approval workflows, incentive claims and banking arrangements. This guide is a practitioner-level playbook written for general counsel, foreign CFOs, investment managers and overseas advisers who need to understand exactly what the Vietnam Investment Law 2026 means for foreign investors and what concrete steps to take right now.

Top 7 immediate actions every foreign investor should take:

1. Audit every existing IRC against the new conditional-sector lists in Decree 96/2026.
2. Determine whether your project requires IRC amendment, re-registration or a fresh application.
3. Map any pending or planned M&A transactions against the revised pre-closing approval thresholds.
4. Review your entity’s Enterprise Registration Certificate (ERC) and confirm sequencing compliance.
5. Contact your Vietnamese bank to verify capital-account documentation under the latest State Bank of Vietnam (SBV) guidance.
6. Assess eligibility for new targeted investment incentives and prepare supporting documentation.
7. Brief internal stakeholders on revised timelines, filing deadlines and penalty exposure.

Key Changes Under the Vietnam Investment Law 2026 for Foreign Investors

Key takeaway: The new law streamlines registration sequencing, reduces conditional-sector lists and overhauls the incentives framework, but the practical compliance burden shifts to investors to self-assess and proactively amend their registrations.

The Investment Law 2025 replaces and substantially amends the former 2020 Investment Law. Its reforms fall into five broad categories that directly affect how foreign investors structure, register and operate projects in Vietnam. Understanding these changes is critical for any entity seeking FDI compliance in Vietnam in 2026 and beyond.

ERC-First Registration Model

Under the previous regime, most foreign-invested projects followed an IRC-first workflow: the investor obtained an Investment Registration Certificate before establishing a legal entity through an Enterprise Registration Certificate. The new law reverses this default for many investment types. Foreign investors may now establish a company and obtain an ERC before, or simultaneously with, applying for an IRC. Industry observers expect this change to reduce project setup timelines, though projects in conditional sectors still require prior approval before the IRC can be granted.

Reduced Conditional-Sector Lists

The Government has rationalised the list of business lines subject to market-access conditions for foreign investors. Decree 96/2026 replaces and updates the appendices that define which sectors require additional approvals, foreign-ownership caps or special licensing. The net effect is a shorter conditional list, though several sensitive sectors, including banking, telecommunications, education and media, retain restrictions.

Streamlined Administrative Procedures

Approval timelines for standard IRC applications and amendments have been tightened. Electronic filing through the National Investment Registration System is now mandatory for most document types. The law also clarifies the division of authority between provincial Departments of Planning and Investment (DPIs) and the Ministry of Planning and Investment (MPI) for large-scale or national-priority projects.

Overhauled Incentives Framework

Investment incentives under the Vietnam Investment Law 2026 are more targeted. Eligibility is now determined by a combination of project location, industry classification, investment scale and local-content commitments rather than broad geographic zones alone. Investors must prepare documentary evidence upfront to secure incentive entitlements at the registration stage.

Comparison Table: Previous Law vs. Investment Law 2025

Timeline and Phased Implementation of the Investment Law 2025

Key takeaway: Not every provision is live simultaneously. Investors should map their projects against the phased implementation schedule below to identify which deadlines apply.

While the headline effective date is 1 March 2026, several provisions depend on implementing decrees and regulatory guidance that have staggered effective dates. The timeline below captures the key milestones that foreign investors and their advisers need to track.

Decree 96/2026, Approvals, Restricted Sectors and M&A Impact

Key takeaway: Decree 96/2026 is the single most important implementing instrument for foreign investors. It redefines which sectors are conditional, recalibrates M&A approval thresholds and introduces new notification obligations.

What Decree 96 Changes: Market Access and Conditional Lists

Decree 96/2026 replaces the market-access appendices that previously governed foreign-ownership caps and sector-specific conditions. The decree introduces a revised three-tier classification: (1) sectors prohibited to foreign investors, (2) sectors subject to conditional market access, and (3) sectors with no foreign-ownership restrictions. The conditional list has been shortened compared to the previous regime, but the conditions themselves, including ownership caps, licensing prerequisites and operational requirements, are defined with greater specificity.

Sectors that remain restricted or conditional under Decree 96/2026 include, among others, banking and financial services, telecommunications, education and training, media and publishing, logistics with cross-border elements, and certain natural-resource extraction activities. Investors already operating in these sectors should verify whether their existing IRC reflects the updated conditions or whether an amendment is required.

M&A Approvals Under Decree 96/2026

For M&A buyers, Decree 96/2026 introduces refined pre-closing approval triggers. The likely practical effect is that transactions involving a change of control in conditional-sector entities will require prior approval from the DPI or MPI before closing. Key threshold triggers include acquisition of a controlling stake (generally 51% or more of charter capital), acquisition of voting rights that confer effective control, and mergers or consolidations that result in a foreign-invested enterprise operating in a conditional sector.

Buyers should also note the new notification requirement: even where prior approval is not mandated, certain M&A transactions must be notified to the investment registration authority within a prescribed period after closing. Failure to notify may expose the acquiring entity to administrative penalties and complicate subsequent IRC amendments.

Practical Timing for M&A Processes

Early indications suggest that DPIs are processing Decree 96 applications within the statutory window, but investors with complex multi-sector operations should budget additional time for queries and supplementary document requests.

Investment Registration Certificates (IRC) and Transitional Rules Under the Vietnam Investment Law 2026

Key takeaway: Every existing foreign-invested project should be reviewed against the new law. Many will require IRC amendments, and the transitional window is finite.

Which Projects Must Re-Register or Amend Their IRC

The Investment Law 2025 includes transitional provisions that grandfather most existing IRCs, but with conditions. Projects that fall into any of the following categories will likely need to amend or re-register their IRC:

• Sector reclassification. If Decree 96/2026 changes the conditional classification of the investor’s business lines, the IRC must be updated to reflect the new conditions.
• Ownership-structure changes. Projects that have undergone or plan share transfers, capital increases or changes in the investor’s home-country structure may trigger an amendment obligation.
• Incentive claims. Investors seeking to lock in incentives under the new framework must amend their IRC to include incentive-specific terms.
• Expired or incomplete registrations. Projects with IRCs issued under earlier laws that were never fully updated to the 2020 law regime will now need to align with the 2025 law.

Step-by-Step IRC Amendment Process

The IRC amendment process under the new procedures generally follows these steps:

1. Gap analysis. Compare the existing IRC against the Investment Law 2025 and Decree 96/2026 requirements. Identify discrepancies in business lines, sector conditions, capital structure and incentive terms.
2. Prepare the amendment dossier. Key documents typically include: a written request for IRC amendment, the current IRC (original or certified copy), the ERC and latest company charter, board or member resolutions approving the amendment, audited financial statements (if capital changes are involved), and any sector-specific licences.
3. Submit electronically. File the dossier through the National Investment Registration System. Paper submissions are generally no longer accepted for amendments.
4. DPI review. The DPI processes the application within the statutory period (typically 15 business days for standard amendments). Complex cases may require inter-agency consultation, extending the timeline.
5. Receive amended IRC. Once approved, the investor receives the amended IRC reflecting updated terms and conditions.
6. Update downstream registrations. Amend the ERC, business licences, tax registration and bank account records to reflect the new IRC details.

IRC Treatment by Entity Type

ERC-First Model and Sequence of Registrations

A common question among foreign investors is whether they can now establish a company (obtain an ERC) before securing an IRC. Under the Investment Law 2025, the answer is generally yes for investments in non-conditional sectors. The ERC-first model allows the investor to establish the legal entity, open a bank account and begin preliminary operations while the IRC application is processed. However, projects in conditional sectors listed in Decree 96/2026 must still obtain the relevant approvals before the IRC is granted, and the ERC alone does not authorise investment activities that require conditional-sector clearance.

Investment Incentives Vietnam 2026, Eligibility and Documentation

Key takeaway: Incentives are no longer automatic based on location alone. Investors must proactively document eligibility criteria and embed incentive terms into their IRC at the registration or amendment stage.

The incentives framework under the Vietnam Investment Law 2026 is more granular and evidence-based. Eligibility now hinges on a multi-factor test combining project location, industry classification, investment scale, technology-transfer commitments and local-content targets. The following table summarises the main incentive categories and their eligibility requirements.

To secure incentives, investors should prepare a comprehensive eligibility dossier at the IRC application or amendment stage. This includes evidence of investment scale, employment projections, technology descriptions, local-supplier commitments and, where applicable, environmental-impact assessments. Failure to include incentive terms in the IRC may result in loss of entitlements that are difficult to recover retroactively.

Banking, Capital Accounts and FX Practical Steps for Foreign Investors

Key takeaway: Opening an investment capital account in Vietnam requires updated documentation under the new regime. Proactive engagement with your bank and close monitoring of SBV guidance is essential.

Every foreign-invested enterprise in Vietnam must maintain a direct investment capital account (DICA) at a licensed Vietnamese bank. Through this account, the investor makes capital contributions, receives profit distributions and repatriates funds. The Investment Law 2025 and anticipated SBV circulars adjust the documentary and procedural framework for these accounts.

Step-by-Step: Opening an Investment Capital Account in Vietnam

1. Select a licensed bank. Choose a Vietnamese bank or foreign-bank branch licensed to handle foreign-investment capital accounts. Major banks include Vietcombank, BIDV, VietinBank and branches of international banks such as HSBC and Standard Chartered.
2. Prepare the dossier. Banks typically require: the ERC and IRC (or confirmation of IRC application), the company charter, board or member resolutions authorising account opening, passports or identification documents of authorised signatories, and the investor’s certificate of incorporation (for corporate investors).
3. Submit and open the account. The bank reviews the dossier and, upon satisfaction, opens the DICA. This process generally takes five to ten business days, though additional queries may extend the timeline.
4. Register the account with SBV. The bank reports the new DICA to the SBV as required. The investor should retain confirmation of SBV registration for compliance records.
5. Fund the account. Capital contributions must be made through the DICA. All inbound and outbound remittances related to the investment project flow through this account.

Industry observers expect the SBV to issue updated guidance in Q2 2026 addressing documentation requirements and FX-repatriation procedures specific to the new law. Investors should monitor SBV announcements and maintain close communication with their relationship bank to ensure compliance with any new declarations or reporting obligations.

FDI Compliance Vietnam 2026, Pre-Close and Post-Close Checklist

Key takeaway: Compliance is not a one-time event. Use this checklist to manage obligations from initial due diligence through ongoing operations.

Pre-Investment and Due Diligence

1. Classify the target sector against Decree 96/2026 appendices (prohibited, conditional or unrestricted).
2. Confirm foreign-ownership cap and any sector-specific licensing requirements.
3. Assess whether the ERC-first registration model is available for the investment type.
4. Identify applicable investment incentives and begin documentary preparation.

Pre-Closing Conditions

1. Obtain prior DPI/MPI approval for conditional-sector M&A transactions.
2. Prepare the IRC application or amendment dossier.
3. Secure competition-clearance filings where applicable.
4. Negotiate conditions precedent in transaction documents to cover regulatory-approval timelines.

Post-Closing Registrations

1. File the IRC amendment or new IRC application within the statutory deadline.
2. Update the ERC to reflect new ownership, capital and business-line changes.
3. Notify the investment registration authority (if post-closing notification is required under Decree 96).
4. Update the DICA and bank records; provide new IRC and ERC to the bank.
5. Amend sector-specific licences (e.g., telecoms, education, financial services).

Ongoing Compliance

1. File annual investment-activity reports with the DPI through the National Investment Registration System.
2. Maintain capital-contribution records and DICA transaction logs.
3. Monitor Decree 96 appendix updates for changes to conditional-sector classifications.
4. Track SBV circulars for evolving FX and capital-account requirements.

Practical Risks, Penalties and Enforcement Posture

Key takeaway: Enforcement is tightening. Common pitfalls carry administrative fines and can jeopardise ongoing operations and future approvals.

The Vietnamese authorities have signalled a stronger enforcement posture alongside the new legal framework. The most common compliance pitfalls, and their consequences, include:

• Failure to amend IRC within the transitional window. Investors who miss the prescribed amendment deadline risk administrative fines and may face operational restrictions until the IRC is brought into compliance.
• Misclassification of sector. Operating in a conditional sector without the required approvals can result in fines, suspension of operations and forced restructuring.
• Late or missing annual reports. Failure to file annual investment-activity reports with the DPI is a sanctionable offence, with escalating penalties for repeat non-compliance.
• Improper capital-account handling. Routing investment funds outside the DICA or failing to register the account with the SBV can trigger both investment-law and banking-law penalties.

Penalty amounts vary by violation category and are set by government decree. Industry observers note that fines have increased under recent enforcement guidelines, and that DPIs are conducting more proactive audits of foreign-invested enterprises. The recommended remediation approach is to self-audit promptly, file voluntary corrections where possible, and engage experienced Vietnamese counsel to manage any regulatory dialogue.

Conclusion, Recommended Next Steps Under the Vietnam Investment Law 2026 for Foreign Investors

The Investment Law 2025 and its implementing decrees represent a significant shift in Vietnam’s FDI regulatory environment. While the reforms are broadly investor-friendly, shorter conditional lists, streamlined procedures, ERC-first registration, the compliance burden has shifted squarely onto investors to self-assess, amend and proactively manage their registrations and approvals. Foreign investors who act decisively now will benefit from smoother operations, preserved incentive entitlements and reduced enforcement risk.

Five actions to prioritise immediately:

1. Complete a full IRC gap analysis against the Investment Law 2025 and Decree 96/2026.
2. File any required IRC amendments well before the transitional deadline expires.
3. Re-map pending M&A transaction timelines against revised approval triggers.
4. Update banking and capital-account documentation in anticipation of SBV guidance.
5. Engage experienced local counsel to manage filings, regulatory dialogue and incentive claims.

Sources

1. Ministry of Planning and Investment (MPI), Official Site
2. Government Portal (Chinhphu), Decrees and Official Texts
3. State Bank of Vietnam (SBV)
4. LuatVietnam (English), Decree 96 Coverage
5. Vietnam Briefing, Transitional Provisions Article
6. Duane Morris Blog, Investment Law Overview
7. Frasers Law Company, Legal Update PDF
8. RÖDL, Key Updates on New Investment Law