Vietnam’s new investment framework in 2026: Key changes foreign investors should know

1. A more flexible approach to establishing a business in Vietnam

One of the notable changes under the 2025 Law on Investment is the greater flexibility available to foreign investors when establishing an economic organization in Vietnam. Under the new framework, a foreign investor may, subject to the applicable market access conditions, establish an economic organization before completing the procedure for obtaining an Investment Registration Certificate (IRC) for the investment project.

Alternatively, the investor may follow the traditional sequence of obtaining the IRC first and then establishing the economic organization. This creates greater flexibility in structuring the market-entry process and may allow investors to select a procedure that is more suitable for their specific project.

However, this flexibility does not eliminate the need to assess market access conditions before establishing the company. Foreign investors should still determine whether the intended business activities are subject to foreign ownership restrictions, specific market access conditions or other sector-specific requirements.

2. Market access remains a key issue for foreign investors

Foreign investors continue to be subject to the market access framework applicable to foreign investors under Vietnamese law. Before establishing a company or implementing an investment project, investors should therefore review:

• Prohibited investment business lines;

• Conditional business sectors;

• Foreign ownership restrictions;

• Specific market access conditions;

• Licensing requirements; and

• Sector-specific regulations.

Decree 96/2026/ND-CP provides further guidance on prohibited and conditional business sectors and market access conditions applicable to foreign investors. Accordingly, a market access assessment remains an important first step in any foreign investment project.

3. Changes to investment project procedures

The new investment framework also modifies the procedures for investment project approval and registration. Depending on the nature, scale and location of a project, an investor may be required to obtain investment policy approval, an IRC or other relevant approvals.

At the same time, the new framework introduces simplified procedures for certain eligible investment projects. This means that investors should not automatically assume that every foreign investment project will follow the same licensing sequence. Instead, the applicable procedure should be determined based on the project's specific characteristics.

4. Special investment procedures for eligible projects

One of the notable developments in 2026 is the implementation of special investment procedures for certain projects located in designated areas. The framework covers projects in areas such as industrial parks, export processing zones, hi-tech parks, concentrated digital technology zones, free trade zones, international financial centres and certain functional areas within economic zones, subject to the statutory conditions.

The special investment mechanism is intended to shorten and simplify the investment process for eligible projects. For qualifying projects, investors may benefit from a more streamlined procedure instead of going through certain conventional investment-related procedures. Nevertheless, investors must carefully review whether the project satisfies all applicable conditions before relying on the special investment mechanism.

5. Greater focus on strategic and high-technology investment

Vietnam's investment policy in 2026 places greater emphasis on attracting investment into strategic and high-value sectors. The new framework provides a more targeted approach to investment incentives, with particular attention to areas such as high technology, innovation, semiconductors and other priority sectors.

For foreign investors, this means that the investment incentive assessment should be conducted at the project level. An investor should not rely solely on the fact that its business operates in a broadly supported sector. Instead, the investor should review the specific statutory requirements concerning the project, investment location, scale, technology and other applicable criteria.

6. Investment project location is becoming increasingly important

The location of an investment project remains an important element of the investment approval and registration process. Under Decree 96/2026/ND-CP, the authorities responsible for investment procedures may depend on the location to which an investment project is moved. In particular, where an investment project changes its location, the investment registration authority in the new location may have jurisdiction over the issuance, amendment or revocation of the IRC.

Foreign investors should therefore consider location carefully when establishing or expanding a project. The location may affect not only investment procedures but also land, construction, environmental, tax, labour and sector-specific compliance requirements.

7. Administrative changes should not automatically be treated as a change of project location

Vietnam's administrative restructuring has also created practical questions for businesses whose registered addresses contain administrative names that have changed. A distinction should be made between:

- A change in the administrative name or administrative unit; and

- An actual relocation of the investment project.

Where the physical location of a project remains unchanged but its administrative description changes due to administrative restructuring, investors should not automatically assume that the project has been physically relocated. This distinction is particularly relevant for foreign-invested enterprises because the same address may appear in the IRC, ERC, tax records, lease documents and other regulatory documents.

8. What should foreign investors review before entering Vietnam?

Given the changes introduced in 2026, foreign investors should conduct a comprehensive legal assessment before implementing a new investment project. The assessment should generally cover:

Market access: Is the proposed business activity open to foreign investors? Are there foreign ownership restrictions or specific market access conditions?

Corporate structure: Should the investor establish the company before or after completing investment registration procedures?

Investment licensing: Does the project require investment policy approval or an IRC?

Business conditions:Does the proposed business require additional licenses, certificates or regulatory approvals?

Project location: Is the proposed location legally suitable for the intended project? Could the location affect investment incentives or other regulatory requirements?

Investment incentives: Does the project qualify for tax, land or other investment incentives?

Post-licensing compliance: What reporting, capital contribution, operational and other compliance obligations will apply after the project is established?

9. What do the new rules mean for existing foreign-invested enterprises?

The 2026 reforms are not relevant only to new investors. Existing foreign-invested enterprises should also consider whether their current investment structures and registration documents remain consistent with the new regulatory framework.

For example, companies may wish to review:

• Registered investment objectives;

• Project location;

• Investment capital;

• Charter capital;

• Implementation schedule;

• Business lines;

• Investment incentives;

• Foreign ownership structure; and

• Existing licenses and approvals.

Where an enterprise intends to expand its activities, increase investment capital or change the project location, the applicable amendment procedures should be assessed under the new framework.

10. Practical considerations for foreign investors in 2026

The changes introduced in 2026 provide foreign investors with greater flexibility in structuring investment projects, but they also place greater importance on conducting an accurate legal assessment at the beginning of the investment process.

Investors should therefore:

• Conduct a current market access assessment;

• Determine the appropriate investment structure;

• Review the applicable investment procedure;

• Select the project location carefully;

• Assess eligibility for investment incentives;

• Identify sector-specific licenses; and

• Monitor regulatory developments throughout the project lifecycle.

This is particularly important because Vietnam's investment framework is developing alongside broader administrative and regulatory reforms.

10. Conclusion

Vietnam's new investment framework in 2026 represents a significant shift toward a more flexible and streamlined investment environment. The 2025 Law on Investment and Decree No. 96/2026/ND-CP provide investors with additional options for structuring market entry, introduce special investment procedures for eligible projects and provide a more targeted framework for investment incentives.

For foreign investors, however, greater procedural flexibility does not mean that legal due diligence is less important. Market access, corporate structure, investment licensing, project location, business conditions and sector-specific requirements should still be assessed before an investment decision is made. Investors that understand the new framework and conduct an up-to-date legal assessment at the beginning of the project will be better positioned to take advantage of Vietnam's investment reforms while managing regulatory and compliance risks.