Vietnam's 2026 Legal Framework
The 2025 Law on Investment, Decree 239/2025, and what the changes mean for infrastructure and foreign investment.
Executive Summary
Vietnam's National Assembly passed the new Law on Investment 2025 on December 11, 2025, replacing the 2020 Law on Investment. The law takes effect on March 1, 2026, with conditional business line provisions effective July 1, 2026. This represents a fundamental shift in regulatory philosophy: narrowing direct state intervention while expanding business autonomy in non-sensitive sectors. Investment Registration Certificate (IRC) issuance is shortened from 15 to 10 working days for standard projects, and a "green channel" mechanism enables streamlined procedures in industrial parks, export processing zones, and special economic zones.
Major Regulatory Shifts
The 2025 law is intended to reduce approval delays and give investors more room to operate in non-sensitive sectors. The practical effect depends on the project, its location, and whether it falls within a conditional business line. Investors should treat the changes as a new approval checklist, not as a blanket shortcut.
The shift from pre-approval to post-approval oversight is particularly significant. Historically, projects could stall for months awaiting approval. Under the new regime, qualifying projects in designated zones can proceed with registration and move to post-approval compliance. This reduces time-to-deployment and signals a more mature investment climate.
Streamlined Approvals
- Reduced conditional business lines significantly
- Shift from pre-approval to post-approval oversight for qualifying projects
- IRC issuance time: 15 → 10 working days for projects not requiring investment policy approval
Expanded Investment Freedom
- Foreign investors can establish businesses without prior investment projects if market access conditions are met
- Only 20 types of projects require investment policy approval (previously broader)
- Projects can be transferred if they have approved investment policies, certificates, or adjusted certificates
Green Channel & Special Zones
- Projects in industrial parks, export processing zones, high-tech zones, and special economic zones use 'green channel' mechanism
- Eliminates pre-approval procedures; shifts to post-approval management
- Aligns with Resolution 258 (Hanoi) and Resolution 260 (HCMC) special mechanisms
Flexible Project Management
- Investors can adjust project operating periods (increase or decrease) during implementation
- Elimination of two common adjustment requirements: capital increase ≥20% and technology changes
Decree 239/2025/ND-CP: Implementing the Investment Law
Decree 239/2025 provides detailed guidance for investment registration, project adjustments, and sector-specific requirements. It opens some routes for foreign capital while preserving oversight in sensitive areas such as defense, natural resources, and media.
For infrastructure and energy projects, the important questions are whether the green channel applies, what documents are needed after approval, and whether a project can be transferred. Investors should have qualified counsel map the project against the new rules before the March 2026 effective date.
Effective Dates
| Milestone | Date |
|---|---|
| Law 2025 Passed by National Assembly | December 11, 2025 |
| Main Law Effective | March 1, 2026 |
| Conditional Business Lines Effective | July 1, 2026 |
Implications for Investors
Investors should verify sector classification, zone eligibility, and conditional business-line status before relying on the new procedures. The immediate benefit is likely to be greatest for qualifying projects in designated zones. Corvus coordinates with provincial authorities and qualified legal counsel on infrastructure, energy, and digital-economy projects in Vietnam's $129B pipeline.
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