Vietnam's 2026 Legal Framework
An overview of the upcoming legal reforms in Vietnam for 2026—the 2025 Law on Investment, Decree 239/2025, and their implications for infrastructure, investment, and regulatory practice.
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 reflects Vietnam's strategic positioning to improve competitiveness in attracting foreign and domestic investment. The reforms address administrative bottlenecks that have historically delayed project execution and discouraged capital deployment. For investors active in Vietnam or considering entry, the changes are substantial—and largely favorable.
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 the 2025 Law on Investment. It clarifies procedures for investment registration, project adjustment, and sector-specific requirements. The decree reinforces Vietnam's strategic positioning in Asia—balancing openness to foreign capital with retention of oversight in sensitive sectors such as defense, natural resources, and media.
For infrastructure and energy projects—core focus areas for Corvus—the decree provides clarity on how the green channel applies, what documentation is required for post-approval compliance, and how project transfers can be executed. Investors should engage legal counsel to map their specific project type against the new requirements 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
For foreign and domestic investors, the 2026 framework signals reduced friction and faster project deployment. Projects in designated zones benefit most immediately. Investors should verify sector classification and conditional business line status before March 2026 to ensure smooth transition. Corvus Strategic Holdings maintains active engagement with provincial investment authorities and legal counsel to navigate the new regime—particularly for infrastructure, energy, and digital economy projects aligned with Vietnam's $129B strategic pipeline.
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