INVESTMENT LAW 2025 – SOME NOTABLE NEW CHANGES

I. Legal basis?

- Law on Investment No. 143/2025/QH15 dated 11 December 2025;

- Law on Investment No. 61/2020/QH14 dated 17 June 2020;

- Law No. 03/2022/QH15 dated 11 January 2022 Amending and Supplementing a Number of Articles of the Law on Public Investment, Law on Investment in the Form of Public-Private Partnership, Law on Investment, Housing Law, Bidding Law, Electricity Law, Law on Enterprises, Law on Excise Tax, and Law on Enforcement of Civil Judgments;

- Law No. 57/2024/QH15 dated 29 November 2024 amending and supplementing a number of articles of the Law on Planning, the Law on Investment, the Law on Investment in the form of Public–Private Partnership, and the Law on Bidding;

- Law No. 90/2025/QH15 dated 25 June 2025 amending and supplementing a number of articles of the Law on Bidding, the Law on Investment in the form of Public–Private Partnership, the Law on Customs, the Law on Value Added Tax, the Law on Export and Import Duties, the Law on Investment, the Law on Public Investment, and the Law on Management and Use of Public Property.

II. Notable new changes of the Investment Law 2025 compared to the Investment Law 2020?

1. Foreign investors are allowed to establish an economic organization to implement an investment project before carrying out procedures for the issuance or amendment of the Investment Registration Certificate

Article 22 of the Investment Law 2020 stipulates that, prior to establishing an economic organization, foreign investors must have an investment project and must complete the procedures for the issuance or amendment of the Investment Registration Certificate. The Law only allows foreign investors to establish an economic organization to implement an investment project before carrying out the procedures for issuance or amendment of the Investment Registration Certificate in limited cases, including: newly established innovation centers, research and development centers; investment projects for the construction of large data center infrastructure, cloud computing infrastructure, mobile infrastructure from 5G and above, and other digital infrastructure in the field of strategic technologies as decided by the Prime Minister; and investment projects in the field of strategic technologies or the manufacture of strategic technology products as decided by the Prime Minister.

However, the Investment Law 2025 provides a specific provision in Clause 2, Article 19, allowing foreign investors to establish an economic organization to implement an investment project before carrying out procedures for the issuance or amendment of the Investment Registration Certificate. In doing so, foreign investors must satisfy the market access conditions applicable to foreign investors as stipulated in Article 8 of this Law when conducting procedures for the establishment of an economic organization.

2. Clear provisions on cases of projects subject to investment policy approval

Article 24 of the Investment Law 2025 specifically enumerates projects that are subject to investment policy approval, instead of regulating such projects based on the authority of each approving body as provided in Articles 30 to 32 of the Investment Law 2020.

Projects subject to investment policy approval include:

- Investment projects requiring a change in land use purpose of special-use forests, watershed protection forests, and border protection forests of 50 hectares or more; windbreak forests, sand-fixing forests, and coastal protection forests of 500 hectares or more; and production forests of 1,000 hectares or more.

- Investment projects requiring a change in land use purpose of land for cultivating two or more rice crops per year with an area of 500 hectares or more.

- Investment projects requiring resettlement of 10,000 people or more in mountainous areas, or 20,000 people or more in other areas.

- Investment projects involving betting and casino businesses, excluding prize-winning electronic games for foreigners.

- Investment projects that comply with the law on cultural heritage, regardless of land area or population size, within Zone I and Zone II of protection areas of relics recognized by competent authorities as special national relics, national relics, or world heritage sites.

- Investment projects for nuclear power plants.

- Investment projects by foreign investors in the business sectors of telecommunications services with network infrastructure, afforestation, publishing, and press.

- Investment projects in which investors request the State to allocate or lease land without auction of land use rights, or without bidding for the selection of investors for land-use projects; and projects requesting a change in land use purpose in accordance with land law.

- Other investment projects as prescribed by the Government.

- Investment projects that request the State to allocate land, lease land, or permit a change in land use purpose to be implemented in areas affecting national defense and security.

- Investment projects that request the State to allocate sea areas.

- Investment projects for the construction of housing (for sale, lease, or lease-purchase) and urban areas, regardless of land use scale or population size, in cases where investors have land use rights through agreements on the acquisition of land use rights or already have land use rights in accordance with the law on housing and land law.

- Investment projects, regardless of land area or population size, located in restricted development areas or historical inner-city areas (as identified in planning in accordance with the law on urban and rural planning) of special-class cities.

- Investment projects for the construction and operation of golf courses, except for golf course construction and operation as part of housing or urban area investment projects where land is allocated or leased through auction of land use rights or bidding for investor selection.

- Investment projects for the construction and operation of infrastructure of industrial parks, export processing zones, and concentrated digital technology parks.

- New investment projects for the construction of wharves and port areas of special seaports and Class I seaports.

- New investment projects for the construction of airports and aerodromes; runways of airports and aerodromes; passenger terminals of international airports; and cargo terminals of airports and aerodromes with a capacity of 1 million tons per year or more.

- New investment projects for the business of air passenger transportation.

- Investment projects for oil and gas processing.

- Other investment projects subject to investment policy approval by the Prime Minister in accordance with the law.

- Investment projects that require the application of special mechanisms or policies that differ from the provisions of laws or resolutions of the National Assembly.

3. Expansion of the scope of application of special investment procedures

Article 28 of the Investment Law 2025 stipulates that investor are entitled to choose to register investment under special investment procedures for investment projects located in industrial parks, export processing zones, hi-tech parks, concentrated digital technology parks, free trade zones, international financial centers, and functional zones within economic zones, except for projects that are required to obtain investment policy approval in accordance with Government regulations.

Investment projects registered under special investment procedures are not required to carry out procedures for investment policy approval, technology appraisal, preparation of environmental impact assessment reports, preparation of detailed planning, issuance of construction permits, and other procedures for approval, consent, or permission in the fields of construction and fire prevention and fighting.

Investors must provide a written commitment to meet the conditions, standards, and technical regulations in accordance with the law on construction, environmental protection, and fire prevention and fighting; and submit an investment project proposal including identification and forecasting of environmental impacts and measures to mitigate adverse environmental impacts to replace the preliminary environmental impact assessment, as well as information on the use of restricted-transfer technologies (if any).

Compared with the Investment Law 2020, the Investment Law 2025 broadens the scope of application of special investment procedures instead of listing specific sectors eligible for such procedures.

4. Supplementing regulations on adjustment of the duration of investment projects

Clause 4, Article 31 of the Investment Law 2025 introduces a new provision as follows: “During the implementation of an investment project, investors are allowed to increase or decrease the duration of the investment project. The duration of the investment project after adjustment must not exceed the time limits prescribed in Clauses 1 and 2 of this Article”. This provision indicates that investors are permitted to adjust (either extend or shorten) the duration of an investment project during the course of project implementation, without having to wait until the project term is close to expiry. The Investment Law 2020 did not provide for this matter and only allowed extensions when the investment project’s duration was nearing its end..

5. Adjustment of cases requiring procedures for adjustment of investment policy approval

Clause 3, Article 33 of the Investment Law 2025 amends and supplements the cases requiring procedures for adjustment of investment projects, replacing the provisions of Clause 3, Article 41 of the Investment Law 2020. Specifically, such cases include:

- Changes or additions to the contents or objectives subject to investment policy approval as stipulated in the investment policy approval document;

- Changes in the scale of land use in accordance with Government regulations, or changes in the investment location;

- Extension of the investment project implementation schedule in cases where the adjusted schedule exceeds 24 months as prescribed in Clause 4 of this Article;

- Adjustment of the duration of the investment project;

- Change of the investor of an investment project that has been approved in principle together with investor approval before the project is put into operation or exploitation, or changes to conditions applicable to the investor (if any).

The Investment Law 2025 has removed two cases that were previously stipulated under the Investment Law 2020, namely:

(i) Changes to the total investment capital of 20% or more resulting in a change in the scale of the investment project; and

(ii) Changes to technology that had been appraised or consulted during the process of investment policy approval.

6. Reduction and supplementation of certain business lines in the List of conditional business investment sectors in Appendix IV

Compared to the Investment Law 2020, Appendix IV issued together with the Investment Law 2025 has reduced, supplemented, or revised the scope of a number of conditional business investment sectors.

Some business lines that have been removed include: practice of bailiff services; provision of tax procedure services; provision of customs procedure services; temporary import and re-export of used goods listed in the Catalogue of Used Goods; e-commerce activities; provision of employment services; labor subleasing services; provision of automobile warranty and maintenance services; airport business operations; printing and minting of money; storage services; provision of artistic performance services, fashion shows, beauty and model contests; cosmetic surgery services; …

Some business lines that have been added or had their scope revised include: practice of enforcement officers; practice of judicial expertise; provision of printing services (excluding printing of packaging without product labels); trading in tobacco products, tobacco raw materials, machinery, and equipment specialized for the tobacco industry, excluding e-cigarettes and heated tobacco products; food business activities under the specialized management of the Ministry of Industry and Trade, the Ministry of Agriculture and Environment, and the Ministry of Health; practice of construction investment project management; …

Article 7 of the Investment Law 2025 also supplements provisions requiring the Government to publish a list of conditional business investment sectors that require licensing or certification prior to operation, and a list of conditional business investment sectors for which the method of managing business conditions must be shifted from licensing or certification to public disclosure of requirements and conditions, in order to apply post-inspection (ex-post management).

The above highlights some notable new changes of the Investment Law 2025. These changes demonstrate the State’s efforts to improve the legal framework in a manner that is more transparent, flexible, and better aligned with practical economic development. For the new provisions to be effectively implemented, a correct understanding of the spirit of the law and consistent application in practice are crucial. Accordingly, entities participating in investment activities should proactively update themselves and thoroughly study the changes introduced by the Investment Law 2025 to ensure legal compliance and to fully leverage the opportunities brought about by the new legal framework.

 

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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