Impact of Decree 246/2025/ND-CP on Foreign-Invested Enterprises (FIEs) in Vietnam

In this context, the Government issued Decree 246/2025/ND-CP amending and supplementing several articles of Decree 68/2015/ND-CP (previously amended by Decree 64/2022/ND-CP) regarding the registration of nationality and rights over aircraft. The content of Decree 246/2025/ND-CP solely pertains to the procedures for registration and de-registration of aircraft nationality in the civil aviation sector, specifically the regulations concerning the IDERA (Irrevocable De-registration and Export Request Authorisation – an authorization under the Cape Town Convention). According to the Civil Aviation Authority of Vietnam, the IDERA is a legal tool that determines the right to request the de-registration of an aircraft; specifically, "IDERA – Irrevocable De-registration and Export Request Authorisation is a document issued under the Cape Town Convention, which designates the person authorized to request the de-registration or export of the aircraft." Decree 246/2025/ND-CP stipulates that if a registered IDERA exists, "only the person designated in the IDERA has the right to request the de-registration of the aircraft’s nationality."

Under Article 1 of Decree 246/2025/ND-CP, this Decree amends and supplements Article 8 of Decree 68/2015/ND-CP as follows: (i) point (d) is added to Clause 2, Article 8: "At the request of the person designated in the IDERA" alongside point (c) ("at the request of the aircraft owner or the applicant for aircraft registration"); (ii) Clause 3 is added to Article 8: "In cases where an IDERA has been registered in accordance with this Decree, only the person designated in the IDERA has the right to request the de-registration of the aircraft's nationality." Thus, the new law emphasizes the priority of the de-registration request right for the authorized person in the IDERA once it is registered in Vietnam. Previously, both the applicant (usually the aircraft owner) and the person designated in the IDERA could request de-registration. However, Decree 246/2025/ND-CP clarifies that if an IDERA is registered, only the designated person holds this right. This Decree does not establish any other regulations outside the field of aircraft registration and does not impose new requirements on general production, business, or corporate management.

According to the assessment of the Civil Aviation Authority of Vietnam, Decree 246/2025/ND-CP focuses strictly on adjusting the dossiers and procedures related to "aircraft nationality de-registration" and "export airworthiness certification" based on the IDERA. Specifically, the Decree only requires enterprises and organizations involved in aircraft de-registration requests to prepare dossiers including standardized forms, the IDERA document, and relevant confirmations. As such, the scope of Decree 246/2025/ND-CP is confined to the civil aviation sector, particularly aircraft registration and de-registration procedures, in alignment with the Cape Town Convention.

Under current regulations, foreign enterprises wishing to operate in Vietnam must comply with the Law on Investment 2020 and the Law on Enterprises 2020. Investment in Vietnam is carried out through investment projects, which may result in the establishment of a new enterprise or the acquisition of shares or capital contributions in an existing Vietnamese enterprise. FIEs are established under the types of enterprises specified in Article 3 of the Law on Investment 2020 and Article 1 of the Law on Enterprises 2020. Specifically, the types include limited liability companies, joint-stock companies, partnerships, and sole proprietorships. Every FDI enterprise in Vietnam must be granted an Investment Registration Certificate and a Business Registration Certificate under Decree 168/2025/ND-CP (effective from July 1, 2025) or other relevant replacement decrees. During operation, FIEs must fulfill all registration and reporting obligations similar to other Vietnamese enterprises, including registering changes to business registration content when there are updates to capital, foreign shareholders, or organizational structure.

Current regulations on FIEs also include the List of conditional business investment sectors for foreign investors and regulations on foreign ownership limits in certain industries. However, Decree 246/2025/ND-CP is not related to these issues. Decree 246/2025/ND-CP does not amend foreign ownership ratios, nor does it add or abolish any business sectors; it merely amends specialized administrative procedures in the aviation sector. Therefore, for the majority of FIEs operating in other fields (industrial production, trade, non-aviation services, agriculture, etc.), the content of Decree 246/2025/ND-CP does not change any investment or operational conditions.

In essence, Decree 246/2025/ND-CP directly impacts only economic organizations operating in civil aviation related to aircraft. For FDI enterprises in the aviation industry (e.g., joint-stock aviation companies with foreign investors, aircraft leasing, or aircraft financing enterprises), the new decree affects aircraft registration/de-registration procedures. Specifically, if an FIE owns or operates an aircraft and utilizes an IDERA, only the person designated in the IDERA now has the right to request the de-registration of the aircraft's nationality. This means the initiative of the aircraft owner to de-register (if the owner is not the person designated in the IDERA) will be restricted to prioritize the rights of the lender or security party named in the IDERA. From a legal perspective, this regulation ensures compliance with the Cape Town Convention on international interests in mobile equipment, enhances transparency in the ownership chain, and safeguards the interests of international parties designated in the IDERA. However, this is an internal matter of aircraft registration activities and is not a new regulation forcing FIEs to restructure their capital or investment sectors.

For FIEs not operating in the aviation sector (which constitute the majority of foreign-invested enterprises in Vietnam), Decree 246/2025/ND-CP essentially has no impact. The Decree's provisions only govern the entities entitled to request aircraft de-registration and the accompanying procedural dossiers. FIEs in other sectors have no responsibilities related to aircraft registration and are thus not governed by these provisions. For example, an FDI company in manufacturing, trade, or services only needs to comply with general investment and business conditions (e.g., industry-specific requirements, financial reporting, tax, labor) as prescribed by law; Decree 246/2025/ND-CP does not introduce any additional related regulations. Administrative procedures regarding business registration, investment, tax, construction permits, etc., for FIEs continue to be implemented under the respective specialized decrees (not Decree 246/2025/ND-CP).

In summary, Decree 246/2025/ND-CP only amends and supplements regulations on the procedures for registration and de-registration of aircraft nationality in the civil aviation sector. Therefore, legally, this decree has almost no impact on the business operations of foreign-invested enterprises in general, except for cases directly related to aircraft and IDERA documents. For FIEs operating outside the aviation sector, all current investment conditions and corporate regulations remain unchanged and unaffected by Decree 246/2025/ND-CP. In other words, Decree 246/2025/ND-CP does not impose any additional obligations or new restrictions on non-aviation FIEs. Consequently, overall, the legal impact of this Decree on FDI corporate forms in Vietnam is very limited and purely technical within the scope of civil aviation.

Key Changes under Decree 246/2025/ND-CP

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