The National Assembly of Vietnam has approved the Amended Law on Investment, introducing significant procedural changes to how foreign investors enter the market.

Passed on December 11, 2025, the new law aims to reduce administrative bottlenecks by shifting from a strict pre-licensing model to a post-compliance inspection model.

The general provisions of the law will take effect on March 1, 2026, with specific changes to conditional business sectors taking effect on July 1, 2026.

Foreign Investors Can Now Incorporate Before Project Approval

The most significant structural change in the 2025 Amendment is the introduction of a Pre-IRC Establishment mechanism.

Under the previous 2020 Law, foreign investors were required to obtain an Investment Registration Certificate (IRC) for a specific project before they could apply for an Enterprise Registration Certificate (ERC) to form a legal entity in Vietnam. This often delayed hiring, banking, and lease signing.

Effective March 1, 2026, this sequence will be reversed for qualifying investors:

• Entity First: Foreign investors will be able obtain the ERC and establish a legal entity immediately.
• Operational Readiness: This allows the new company to open bank accounts, inject capital, and sign contracts legally before the specific project is fully approved.
• Project Registration: Once the entity is formed, the investor must still register the specific investment project and demonstrate compliance with market access conditions.

38 Business Lines Removed from Conditional Licensing List

To lower entry costs, the National Assembly has removed 38 specific sectors from the “Conditional Business Lines” list. Effective July 1, 2026, foreign investors in these sectors will no longer need to obtain specialized sub-licenses before starting their business operations.

Instead, these sectors will move to a post-check system, where businesses can operate immediately provided they meet published safety and technical standards, which will be verified through periodic inspections.

Sectors removed from the conditional licensing list include:

1. Technology & Data: Data center services and IT infrastructure for land information systems.
2. Logistics & Transport: Multimodal transport services, sea towing, and maritime safety assurance.
3. Corporate Services: Tax procedure services, customs brokerage, and commercial inspection services.
4. Real Estate: Architectural services and management of apartment buildings.

New “Green Lane” Procedures for Industrial and High-Tech Zones

The amendment formalizes a “Green Lane” (Special Investment Procedure) to accelerate manufacturing and infrastructure projects.

Projects located in designated Industrial Parks, Export Processing Zones (EPZs), and High-Tech Parks are now generally exempt from:

• Investment Policy Approval (IPA): Unless the project falls under national security or hazardous industry categories.
• Pre-Licensing Appraisals: Investors are exempt from mandatory technology appraisals and environmental impact assessments at the licensing stage, allowing these to be handled during the construction phase.

Implementation Roadmap and Transitional Period

Investors should be aware of the staggered effectiveness of the new law:

• March 1, 2026: The general law takes effect, enabling the Pre-IRC establishment mechanism and decentralized approvals.
• July 1, 2026: The removal of the 38 conditional business lines becomes effective.
• Transition Gap: Between March and July, the old list of conditional sectors remains in force. Investors planning to enter deregulated sectors (e.g., Data Centers) in Q2 2026 may face a choice between complying with old licensing rules or delaying submission until July.

How to Adjust Your Market Entry Strategy

1. Utilizing the Pre-IRC Mechanism for Faster Setup

If your priority is establishing a legal presence to hire staff or secure intellectual property, the new “Entity First” workflow allows you to incorporate faster.

However, you must ensure your subsequent project application will meet zoning and environmental standards to avoid holding a dormant entity with a rejected project.

2. Planning for Post-Inspection Compliance

For investors in the 38 deregulated sectors (such as logistics or data centers), the removal of upfront licensing does not mean the removal of standards. You must ensure your internal compliance systems meet strict technical regulations, as the government shifts resources from issuing licenses to conducting site inspections.

Contact our Vietnam legal team for a detailed assessment of how these changes affect your specific industry or to determine if your project qualifies for the new fast-track “Green Lane” procedures.