Law on Investment 2025, No. 143/2025/QH15

LAW

On Investment¹

Pursuant to the Constitution of the Socialist Republic of Vietnam, which has a number of articles amended and supplemented under Resolution No. 203/2025/QH15;

The National Assembly promulgates the Law on Investment.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Law provides business investment activities in Vietnam and outward business investment activities from Vietnam.

Article 2. Subjects of application

This Law applies to investors and agencies, organisations and individuals involved in business investment activities.

Article 3. Interpretation of terms

In this Law, the terms below are construed as follows:

1. Investment policy approval means the approval by a competent state agency of objectives, location, scale, schedule and implementation duration of an investment project; the investor or the investor selection form, and special mechanisms or policies (if any) for the implementation of the investment project.

2. Investment registration agency means a state agency competent to issue, modify and revoke investment registration certificates.

3. National investment database means a collection of data on investment projects nationwide, that is connected with databases of related agencies.

4. Investment project means a set of proposals for investing medium- or long-term capital to carry out business investment activities in a specific geographical area within a given period.

5. Expanded investment project means an investment project to develop an existing investment project by expanding scale, increasing capacity, innovating technology, reducing pollution or improving the environment.

6. New investment project means an investment project that is implemented for the first time or an investment project that is independent from existing investment projects.

7. Innovative start-up investment project means an investment project that implements ideas based on the exploitation of intellectual assets and new technologies or business models, with fast growth potential.

8. Business investment means the investment of capital by an investor to carry out business activities.

9. Business investment conditions means conditions that organisations and individuals must satisfy when carrying out business investment activities in sectors and trades subject to conditional business investment, excluding standards and technical regulations on product and service quality issued by competent agencies.

10. Market access conditions for foreign investors means conditions that foreign investors must satisfy for investing in sectors and trades on the List of sectors and trades subject to market access restriction for foreign investors as specified in Clause 2, Article 8 of this Law.

11. Investment registration certificate means a paper document or an electronic document recording an investor’s registered information on an investment project.

12. National information system on investment means a professional information system used to monitor, evaluate and analyse investment activities nationwide in order to serve the state management work and support investors in carrying out business investment activities.

13. Outward investment means an investor’s outward transfer of investment capital from Vietnam and use of profits from such investment capital source to carry out business investment activities abroad.

14. Business cooperation contract (BCC) means a contract signed by investors for the purposes of business cooperation, sharing of profits and sharing of products in accordance with law without establishing an economic organisation.

15. Export processing zone means an industrial park specialising in the production of export goods and the provision of services for export production and export activities.

16. Industrial park means an area with delimited geographical boundaries specialising in the production of industrial commodities and the provision of services for industrial production.

17. Economic zone means an area with delimited geographical boundaries consisting of multiple functional zones, established to attract investment, promote socio-economic development and maintain national defence and security.

18. Investor means an organisation or individual that carries out business investment activities; investors include domestic investors, foreign investors and foreign-invested economic organisations.

19. Foreign investor means a foreign national or an organisation established under foreign law that carries out business investment activities in Vietnam.

20. Domestic investor means a Vietnamese national or an economic organisation not having a foreign investor as member or shareholder.

21. Economic organisation means an organisation established and operating under Vietnam’s law; economic organisations include enterprises, cooperatives, unions of cooperatives and other organisations carrying out business investment activities.

22. Foreign-invested economic organisation means an economic organisation having a foreign investor as member or shareholder.

23. Investment capital means money or other assets as defined by the civil law and treaties to which the Socialist Republic of Vietnam is a contracting party that is/are used for carrying out business investment activities.

Article 4. Application of the Law on Investment and relevant laws

1. Business investment activities in the territory of Vietnam must comply with the Law on Investment and other relevant laws.

2. In case the Law on Investment and other laws promulgated prior to the effective date of the Law on Investment have different provisions on sectors and trades banned from business investment or sectors and trades subject to conditional business investment, the provisions of the Law on Investment shall prevail.

The provisions on names of sectors and trades banned from business investment and sectors and trades subject to conditional business investment of other laws must be consistent with Articles 6 and 7 of, and the Appendices to, the Law on Investment.

3. In case the Law on Investment and other laws promulgated prior to the effective date of the Law on Investment have different provisions on the order and procedures for business investment and investment guarantee, the provisions of the Law on Investment shall prevail, except the following cases:

a/ The competence, order and procedures for public investment and the management and use of public investment capital must comply with the Law on Public Investment;

b/ The competence, order and procedures for investment and implementation of projects; the law regulating project contracts; investment guarantee, and mechanism for state capital management directly applicable to investment projects in the form of public-private partnership must comply with the Law on Investment in the Form of Public-Private Partnership;

c/ The implementation of investment projects on construction, housing and urban areas must comply with the Law on Construction, the Housing Law and the Law on Real Estate Business after competent agencies approve investment policy or approve adjustments to investment policy in accordance with the Law on Investment;

d/ The competence, order, procedures and conditions for business investment must comply with the Law on Credit Institutions, the Law on Insurance Business and the Law on Oil and Gas;

dd/ The competence, order, procedures and conditions for business investment and securities and securities market activities on Vietnam’s securities market must comply with the Law on Securities;

e/ Specific mechanisms and policies are provided in the Law on the Capital and resolutions of the National Assembly.

4. In case there are different provisions between Article 28 of this Law and other laws, Article 28 of this Law shall prevail.

5. In case another law to be promulgated after the effective date of the Law on Investment needs to have specific provisions on investment different from the relevant provisions of the Law on Investment, it is required to specify which contents must comply and which contents are not required to comply with the Law on Investment and which contents must comply with such another law.

6. For a contract with at least one contracting party being a foreign investor or an economic organisation specified in Clause 1, Article 20 of the Law on Investment, the contracting parties may agree in the contract on the application of foreign law or international investment practices if such agreement is not contrary to Vietnam’s law.

Article 5. Policies on business investment

1. Investors have the right to carry out business investment activities in sectors and trades not banned by this Law. For sectors and trades subject to conditional business investment, investors must satisfy the business investment conditions specified by law.

2. Investors may themselves decide on and take responsibility for business investment activities in accordance with this Law and other relevant laws; and may access and use credit capital sources, support funds, land and other resources in accordance with law.

3. Investors will have their business investment activities suspended, ceased or terminated if such activities cause or are likely to cause harm to national defence and national security.

4. The State shall recognise and protect the ownership rights over assets, investment capital, income, and other lawful rights and interests of investors.

5. The State shall ensure equal treatment among investors; and adopt policies to encourage and create favourable conditions for investors to carry out business investment activities, thereby promoting the sustainable development of economic sectors.

6. The State shall respect and implement treaties on investment to which the Socialist Republic of Vietnam is a contracting party.

Article 6. Sectors and trades banned from business investment

1. The following business investment activities are prohibited:

a/ Trading in the narcotic substances listed in Appendix I to this Law;

b/ Trading in the chemicals and minerals listed in Appendix II to this Law;

c/ Trading in specimens of wild flora and fauna species exploited from nature as listed in Appendix I to the Convention on International Trade in Endangered Species of Wild Fauna and Flora; and specimens of endangered, precious and rare forest plants, forest animals and aquatic species of Group I that are exploited from nature as listed in Appendix III to this Law;

d/ Providing prostitution services;

dd/ Human trafficking; trading in human tissues, remains, organs or embryos;

e/ Conducting business activities related to human cloning;

g/ Trading in firecrackers;

h/ Providing debt collection services;

i/ Trading in national treasures;

k/ Exporting artifacts and antiquities;

l/ Trading in e-cigarettes and heated tobacco products.

2. The production and use of the products specified in Points a, b and c, Clause 1 of this Article in the analysis, testing, scientific research, healthcare, pharmaceutical production, criminal investigation, and national defence and security maintenance must comply with the Government’s regulations.

3. Based on socio-economic conditions and state management requirements in each period, the Government shall review sectors and trades banned from business investment and propose the National Assembly to amend and supplement this Article and the Appendices to this Law.

Article 7. Sectors and trades subject to conditional business investment

1. Sectors and trades subject to conditional business investment are business sectors and trades in the territory of Vietnam in which business investment activities must satisfy certain conditions for the reason of national defence, national security, social order and safety, social morality or community wellbeing. The List of sectors and trades subject to conditional business investment is provided in Appendix IV to this Law.

The Government shall publish the List of sectors and trades subject to conditional business investment for which it is required to issue licences or certificates before business investment activities are carried out and the List of sectors and trades subject to conditional business investment for which it is required to change the method of management of business conditions from issuance of licences or certificates to announcement of business requirements or conditions to perform management based on post-licensing inspection.

2. Business investment conditions for the sectors and trades specified in Clause 1 of this Article shall be specified in laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, decrees of the Government, and treaties to which the Socialist Republic of Vietnam is a contracting party. Ministries, ministerial-level agencies, People’s Councils and People’s Committees at all levels, and other agencies, organisations and individuals may not promulgate regulations on business investment conditions.

3. Business investment conditions must comply with Clause 1 of this Article and ensure publicity, transparency, objectivity, and saving of time and compliance costs of investors.

4. Regulations on business investment conditions must specify:

a/ Subjects and scope of application of business investment conditions;

b/ Forms of application of business investment conditions;

c/ Contents of business investment conditions;

d/ Dossiers, order and administrative procedures (if any) for compliance with business investment conditions;

dd/ Agencies competent to settle administrative procedures;

e/ Validity duration of permits, letters of certification, certificates or other letters of confirmation or approval (if any).

5. Business investment conditions shall be applied in the following forms:

a/ License;

b/ Letter of certification;

c/ Certificate;

d/ Letter of confirmation or approval issued by competent agency;

dd/ Other requirements that are mandatory for individuals or economic organisations in order to carry out business investment activities without being required to obtain a written confirmation from a competent agency.

6. Modification and supplementation of sectors and trades subject to conditional business investment:

a/ Based on socio-economic conditions and state management requirements in each period, the Government shall review the List of sectors and trades subject to conditional business investment provided in Appendix IV and propose the National Assembly to amend and supplement this Article and Appendix IV to this Law;

b/ The modification and supplementation of sectors and trades subject to conditional business investment or business investment conditions must comply with this Article.

7. Sectors and trades subject to conditional business investment and the corresponding business investment conditions shall be published on the National Business Registration Portal.

8. The Government shall provide the promulgation and control of business investment conditions.

Article 8. Sectors and trades and market access conditions for foreign investors

1. Foreign investors may apply the market access conditions like those applicable to domestic investors, except the case specified in Clause 2 of this Article.

2. Based on laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, decrees of the Government, and treaties to which the Socialist Republic of Vietnam is a contracting party, the Government shall promulgate a List of sectors and trades subject to market access restriction for foreign investors, including:

a/ Sectors and trades not yet open to market access;

b/ Sectors and trades subject to conditional market access.

3. Market access conditions applicable to foreign investors as listed in the List of sectors and trades subject to market access restriction for foreign investors include:

a/ Rate of charter capital holding by foreign investors in an economic organisation;

b/ Form of investment;

c/ Scope of investment activities;

d/ Capacity of investors; partners participating in investment activities;

dd/ Other conditions as specified by laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, decrees of the Government, and treaties to which the Socialist Republic of Vietnam is a contracting party.

4. The Government shall detail this Article.

Chapter II

INVESTMENT GUARANTEE

Article 9. Guarantee of asset ownership

1. Lawful assets of investors shall not be nationalised or confiscated by administrative measures.

2. In case the State orders compulsory purchase or requisition of assets for reasons of national defence, national security, national interests, state of emergency or disaster preparedness, investors are entitled to payment or compensation in accordance with the law on compulsory purchase or requisition of assets and other relevant laws.

Article 10. Guarantee for business investment activities

1. The State does not compel investors to:

a/ Give priority to purchasing or using domestic goods or services; or purchase or use goods or services from domestic producers or service providers;

b/ Export goods or services at a certain ratio; restrict the quantity, value or type of goods and services exported or domestically produced or provided;

c/ Import goods with quantities or values corresponding to those of exported goods, or balance foreign currency amounts from export revenues to meet import demands;

d/ Achieve a certain rate of localisation for domestically produced goods;

dd/ Achieve a certain level or value in domestic research and development activities;

e/ Provide goods or services at a specific place at home or abroad;

g/ Locate their head offices at places required by competent state agencies.

2. Based on socio-economic development conditions and investment attraction needs in each period, the Prime Minister shall decide on the application of the State’s guarantee forms to implement investment projects subject to investment policy approval by the National Assembly or the Prime Minister, and other investment projects on important infrastructure development.

3. The Government shall detail Clause 2 of this Article.

Article 11. Guarantee of investors’ right to transfer assets abroad

After fulfilling all financial obligations towards the Vietnamese State in accordance with law, foreign investors may transfer abroad:

1. Investment capital and proceeds from investment liquidation;

2. Income from business investment activities;

3. Other money amounts and assets under their lawful ownership.

Article 12. Guarantee for business investment activities in case of changes in law

1. In case newly issued legal documents provide new investment incentives or provide investment incentives higher than the previous incentives for investors, investors are entitled to investment incentives provided in such new legal documents for the rest of the investment projects’ incentive period, except special investment incentives for the investment projects specified in Point a, Clause 5, Article 17 of this Law.

2. In case newly issued legal documents provide investment incentives lower than the previous incentives for investors, investors may continue to apply the previous incentives for the rest of the investment projects’ incentive period.

3. Clause 2 of this Article shall not apply in case there are changes in relevant legal documents for reasons of national defence, national security, social order and safety, social morality, community wellbeing or environmental protection.

4. In case an investor is no longer entitled to the investment incentives under Clause 3 of this Article, one or more than one of the following measures may be considered for application:

a/ Deduction of the investor’s actual losses from taxable income;

b/ Adjustment of operation objectives of the investment project;

c/ Support for the investor to remedy damage.

5. For an investment guarantee measure specified in Clause 4 of this Article, the investor shall submit a written request within 3 years from the effective date of the newly issued legal document.

Article 13. Resolution of disputes in business investment activities

1. Disputes related to business investment activities in Vietnam shall be resolved through negotiation or mediation. In case negotiation or mediation fails, disputes shall be resolved by arbitration or court in accordance with Clauses 2, 3 and 4 of this Article.

2. Disputes between domestic investors and foreign-invested economic organisations or between domestic investors/foreign-invested economic organisations and competent state agencies over business investment activities in the territory of Vietnam shall be resolved by a Vietnamese arbitration or Vietnamese court, except the case specified in Clause 3 of this Article.

3. Disputes between investors involving at least one foreign investor or an economic organisation specified in Point a, b or c, Clause 1, Article 20 of this Law may be resolved by one of the following agencies and organisations:

a/ Vietnamese court;

b/ Vietnamese arbitration;

c/ Foreign arbitration;

d/ International arbitration;

dd/ Arbitration established as agreed upon by the disputing parties.

4. Disputes between foreign investors and competent state agencies over business investment activities in the territory of Vietnam shall be resolved by a Vietnamese arbitration or Vietnamese court, unless otherwise agreed in contracts or otherwise provided in treaties to which the Socialist Republic of Vietnam is a contracting party.

Chapter III

INVESTMENT INCENTIVES AND SUPPORT

Article 14. Investment incentives and investment support

1. Eligible for investment incentives are:

a/ Investment projects in sectors and trades eligible for investment incentives as specified in Article 15 of this Law;

b/ Investment projects in geographical areas eligible for investment incentives as specified in Article 15 of this Law;

c/ Large-scale investment projects, labour-intensive projects, or key, national important investment projects in line with socio-economic development orientations in each period as specified by the Government.

2. Forms of investment incentives:

a/ Corporate income tax incentives, including the application of corporate income tax rates lower than ordinary tax rates for a certain period or for the entire period of investment project implementation; tax exemption, tax reduction, and other incentives provided by the law on corporate income tax;

b/ Import duty exemption for goods imported to form fixed assets, and for materials, supplies and components imported to serve production activities in accordance with the law on export duty and import duty;

c/ Land use levy, land rental and land use tax exemption or reduction;

d/ Accelerated depreciation and increased deductible expenses upon taxable income calculation;

dd/ Other investment incentives as provided by the Government.

3. Forms of investment support:

a/ Support for the development of technical infrastructure and social infrastructure systems inside and outside fences of investment projects;

b/ Support for human resource training and development;

c/ Credit support;

d/ Support for access to production and business premises; support for relocation of production and business facilities under decisions of competent state agencies;

dd/ Support in terms of science, technology and technology transfer;

e/ Support for market development and information provision;

g/ Support for research and development;

h/ Support for green transition, emissions reduction, climate change adaptation and digital transformation;

i/ Other forms of support as specified by the Government.

4. Based on socio-economic development orientations and the state budget-balancing capacity in each period, the Government shall specify the forms of investment support mentioned in Clause 3 of this Article for hi-tech enterprises, science and technology enterprises, science and technology organisations, enterprises investing in agriculture and rural areas, enterprises investing in education, healthcare and law dissemination, enterprises directly serving national defence and security, and other entities.

5. Investment incentives shall be applied to new investment projects and expanded investment projects.

6. Specific levels of different forms of investment incentives must comply with the tax, accounting and land laws.

7. The investment incentives specified in Point b, Clause 1 of this Article shall not be applied to:

a/ Investment projects on mineral extraction as defined by the law on geology and minerals;

b/ Investment projects on production/trading of goods and provision of services liable to excise tax as defined in the Law on Excise Tax, except projects on manufacture of automobiles, aircraft and yachts;

c/ Investment projects on commercial housing construction as defined in the housing law.

8. Investment incentives shall be applied for a certain period and based on project implementation results of investors. Investors must satisfy the law-specified conditions for enjoyment of incentives throughout the incentive period.

9. If an investment project satisfies the conditions for enjoyment of different levels of investment incentives, including also the investment incentives specified in Article 17 of this Law, the highest level of incentive shall apply.

The Government shall detail this Article.

Article 15. Sectors and trades eligible for investment incentives and geographical areas eligible for investment incentives

1. Sectors and trades eligible for investment incentives are those prioritised for attracting investment for the following objectives:

a/ Science and technology development, innovation, digital transformation, the digital technology industry and the semiconductor industry;

b/ Development of green economy, circular economy, sharing economy and digital economy, and development of new economic models;

c/ Development of industrial clusters and value chains, attraction of investment based on modern governance, high added value and spill-over effects connecting global production and supply chains;

d/ Development of renewable energy, new energy and clean energy; assurance of national energy security;

dd/ Development of agriculture and forestry; protection of the environment and natural resources and marine economy;

e/ Infrastructure construction and development;

g/ Development of education, training, healthcare, physical training, high-achievement sports, and ethnic culture;

h/ Development of key chemical and key mechanical engineering industries and supporting industries; development of the pharmaceutical industry;

i/ Other objectives as provided by the Government.

2. Geographical areas eligible for investment incentives include:

a/ Geographical areas with difficult socio-economic conditions and geographical areas with extremely difficult socio-economic conditions;

b/ Industrial parks, cottage industry zones, export processing zones, hi-tech parks, hi-tech agricultural zones, digital technology parks, free trade zones, international financial centres, and economic zones.

3. Based on the sectors and trades eligible for investment incentives and geographical areas eligible for investment incentives specified in Clauses 1 and 2 of this Article, the Government shall issue or modify and supplement the List of sectors and trades eligible for investment incentives and the List of geographical areas eligible for investment incentives; and identify sectors and trades eligible for special investment incentives on the List of sectors and trades eligible for investment incentives.

Article 16. Investment Support Fund

1. The Government shall establish an Investment Support Fund to help stabilise the investment environment, encourage and attract strategic investors and multinational corporations, and support domestic enterprises in a number of sectors in need of investment promotion.

2. The Government shall specify the operational model and legal status of, state budget funds annually and additionally allocated for the Fund, form of support, mechanism for support refund, and other specific policies applicable to the Fund, and report them to the National Assembly Standing Committee for opinion before promulgating such policies.

Article 17. Special investment incentives and support

1. The Government shall provide the application of special investment incentives and support for promoting the development of investment projects with great impacts on the socio-economic development.

2. Eligible for special investment incentives and support specified in Clause 1 of this Article are:

a/ Investment projects on establishment (including also the expansion of these projects) of innovation centres and research and development centres; investment projects on construction of infrastructure of big data centres, cloud computing infrastructure, infrastructure of 5G or next-generation mobile technologies, and other digital infrastructure facilities in strategic technologies as decided by the Prime Minister; investment projects in strategic technologies and on manufacture of strategic technology products as decided by the Prime Minister with investment capital scale and capital disbursement period compliant with the Government’s regulations; and national innovation centres established under the Prime Minister’s decisions;

b/ Investment projects on manufacture of key digital technology products; projects on research and development, design, manufacture, packing and testing of semiconductor chips; and projects on construction of artificial intelligence data centres in accordance with the law on digital technology industry with investment capital scale and capital disbursement period compliant with the Government’s regulations;

c/ Other investment projects (including new investment projects and expanded investment projects) in sectors and trades eligible for investment incentives with investment capital scale and capital disbursement period compliant with the Government’s regulations.

3. Levels and period of application of special incentives must comply with the Law on Corporate Income Tax and the land law.

4. Special investment support shall be provided in the forms specified in Clause 3, Article 14 of this Law.

5. The special investment incentives and support specified in this Article are not applicable to:

a/ Investment projects already obtaining investment certificates, investment registration certificates and investment policy decision before this Law takes effect;

b/ The investment projects specified in Clause 7, Article 14 of this Law.

6. The Prime Minister shall decide on the application of other investment incentives when necessary to promote the development of particularly important investment projects or special administrative-economic units.

Chapter IV

INVESTMENT ACTIVITIES IN VIETNAM

Section 1

FORMS OF INVESTMENT

Article 18. Forms of investment

1. Investment through establishment of economic organisations.

2. Investment through contribution of capital, purchase of shares or purchase of capital contributions.

3. Implementation of investment projects.

4. Investment under BCCs.

5. New forms of investment and new types of economic organisations as specified by the Government.

Article 19. Investment through establishment of economic organisations

1. Domestic investors shall establish economic organisations in accordance with the law on enterprises and relevant laws corresponding to different types of economic organisations.

2. Foreign investors may establish economic organisations to implement investment projects before carrying out procedures for issuance or modification of investment registration certificates and must satisfy the market access conditions for foreign investors specified in Article 8 of this Law when carrying out procedures for establishment of economic organisations.

3. The Government shall detail this Article.

Article 20. Investment activities of foreign-invested economic organisations

1. An economic organisation must satisfy the conditions and shall carry out investment procedures under regulations applicable to foreign investors when making investment in the form of contribution of capital, purchase of shares or purchase of capital contributions of another economic organisation; or implement another investment project if falling into one of the following cases:

a/ It has more than 50% of charter capital held by a foreign investor, or has the majority of general partners being foreign nationals (for economic organisations being partnerships);

b/ It has more than 50% of charter capital held by an economic organisation specified in Point a of this Clause;

c/ It has more than 50% of charter capital held by a foreign investor and an economic organisation specified in Point a of this Clause.

2. Economic organisations other than those specified in Points a, b and c, Clause 1 of this Article shall comply with regulations on conditions and investment procedures applicable to domestic investors when investing in establishment of other economic organisations; making investment in the form of contribution of capital, purchase of shares or purchase of capital contributions of other economic organisations; or making investment under BCCs.

3. Foreign-invested economic organisations established in Vietnam shall carry out procedures for implementing new investment projects, if any, without having to establish new economic organisations.

4. The Government shall specify the order and procedures for making investment in the establishment of economic organisations and implementation of investment activities of foreign investors and foreign-invested economic organisations.

Article 21. Investment in the form of contribution of capital, purchase of shares or purchase of capital contributions

1. Investors have the right to contribute capital, purchase shares or purchase capital contributions of economic organisations.

2. If wishing to contribute capital, purchase shares or purchase capital contributions of economic organisations, foreign investors must comply with the following regulations and conditions:

a/ Market access conditions, for foreign investors specified in Article 8 of this Law;

b/ Assurance of national defence and security in accordance with this Law and other relevant laws;

c/ The land law’s provisions on conditions for acquisition of land use rights, and conditions for use of land on islands; communes, wards or special zones in border areas; or coastal communes and wards.

3. Foreign investors shall carry out procedures for registration for contribution of capital, purchase of shares or purchase of capital contributions of economic organisations before any change in members or shareholders occurs if falling into one of the following cases:

a/ The contribution of capital, purchase of shares or purchase of capital contributions results in an increase in the holding rate of foreign investors in economic organisations engaged in sectors and trades subject to conditional market access for foreign investors;

b/ The contribution of capital, purchase of shares or purchase of capital contributions results in the fact that the foreign investors or economic organisations specified in Points a, b and c, Clause 1, Article 20 of this Law hold more than 50% of charter capital of economic organisations in the following cases: the charter capital holding rate of foreign investors is increased from a level which is lower than or equal to 50% to a level exceeding 50%; or the charter capital holding rate of foreign investors, which is already higher than 50%, is increased;

c/ The contribution of capital, purchase of shares or purchase of capital contributions of economic organisations which possess use rights certificates for land on islands and in communes, wards or special zones in border areas; coastal communes or wards; or other areas exerts impacts on national defence or security.

4. The Government shall specify forms of contribution of capital, purchase of shares or purchase of capital contributions of economic organisations; and dossiers, order and procedures for contribution of capital, purchase of shares or purchase of capital contributions of economic organisations.

Article 22. Investment under BCCs

1. BCCs signed between domestic investors must comply with the civil law and other relevant laws.

2. BCCs signed between domestic investors and foreign investors or between foreign investors are subject to procedures for issuance of investment registration certificates specified in Article 26 of this Law.

3. The parties to a BCC shall establish a contract performance coordination board. The functions, tasks and powers of the coordination board shall be agreed upon by the parties.

4. In the course of performing a BCC, the contracting parties may agree on the use of assets formed from business cooperation to establish an enterprise in accordance with the law on enterprises.

5. The Government shall specify contents of a BCC.

Section 2

PROCEDURES FOR INVESTMENT POLICY APPROVAL, INVESTOR SELECTION AND ISSUANCE OF INVESTMENT REGISTRATION CERTIFICATES, AND SPECIAL INVESTMENT PROCEDURES

Article 23. Selection of investors to implement investment projects

1. Investors shall be selected in one of the following forms:

a/ Auction of land use rights in accordance with the land law;

b/ Bidding for investor selection in accordance with the bidding law;

c/ Approval of investors in accordance with Clauses 3 and 4 of this Article.

2. The selection of investors to implement investment projects under Points a and b, Clause 1 of this Article shall be carried out after the investment policy is approved, except investment projects not subject to investment policy approval.

3. The competent agency shall carry out procedures for investor approval in the following cases:

a/ The auction of land use rights has been organised twice but fails in accordance with the land law;

b/ There is only one investor satisfying the conditions on invitation for expression of interest, in case the relevant specialised law provides the determination of the number of investors expressing interest upon the performance of investor selection procedures.

4. For an investment project subject to investment policy approval, the competent agency shall approve the investment policy concurrently with investor approval without conducting auction of land use rights or bidding for investor selection in the following cases:

a/ The investor currently holds land use rights, except cases in which the State recovers land for national defence or security purposes, or for the socio-economic development in the national or public interests in accordance with the land law;

b/ The investor acquires agricultural land use rights, receives agricultural land use rights as capital contributions, or rents agricultural land use rights for implementing an investment project on non-agricultural production or business activities not falling into the cases subject to land recovery by the State in accordance with the land law;

c/ The investor implements an investment project in an industrial park, a hi-tech park or a digital technology park;

d/ The investor implements a project eligible for the State’s land allocation or land lease without conducting auction of land use rights or bidding for selection of investors to implement land-using projects in accordance with law.

5. The Government shall detail this Article.

Article 24. Projects subject to investment policy approval

1. Investment projects requiring the repurposing of 50 hectares or more of land under special-use forests, headwater protection forests or border protection forests; or 500 hectares or more of land under windbreak, sand-shield, wave-breaking or land-reclamation protection forests; or 1,000 hectares or more of land under production forests.

2. Investment projects requiring the repurposing of 500 hectares or more of land for wet rice cultivation of two or more crops per year.

3. Investment projects requiring relocation for resettlement of 10,000 persons or more in mountainous areas, or 20,000 persons or more in other areas.

4. Investment projects involving betting or casino business, except the business of prize-winning video games for foreigners.

5. Investment projects that comply with the law on cultural heritage, regardless of land area or population size, and are located within category-I or category-II protected areas of relics recognised by competent authorities as special national relics on the List of world heritage sites, national relics or special national relics.

6. Investment projects on nuclear power plants.

7. Investment projects of foreign investors in the fields of provision of telecommunications services with network infrastructure, afforestation, publishing and press.

8. Investment projects in which investors ask for the State’s land allocation or land lease without conducting auction of land use rights or bidding for selection of investors to implement land-using projects; or projects requiring land repurposing in accordance with the land law.

The investment policy approval specified in this Clause does not apply to:

a/ Individuals’ investment projects not subject to written approval by provincial-level People’s Committees before the land lease is decided or land repurposing is permitted in accordance with the land law;

b/ Investment projects on construction of technical infrastructure of cottage industry zones;

c/ Projects on mineral extraction subject to auction of the mining rights; or projects on mineral extraction serving other projects, works or work items, or serving the implementation of urgent mobilisation measures in accordance with the Law on Geology and Minerals;

d/ Other investment projects as specified by the Government.

9. Investment projects requiring the State’s land allocation or land lease or land repurposing permission in areas affecting national defence and security.

10. Investment projects requiring the State’s allocation of marine areas.

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

12. Investment projects, regardless of land area or population size, in areas subject to development restriction or inner-city historical areas (as identified in relevant master plans in accordance with the law on urban and rural planning) of special-grade urban centres.

13. Investment projects on construction and commercial operation of golf courses, unless the construction and commercial operation of golf courses are part of investment projects on construction of housing and urban areas for which land is allocated or leased through auction of land use rights or bidding for investor selection.

14. Investment projects on construction and commercial operation of infrastructure of industrial parks, export processing zones or digital technology parks.

15. Investment projects on construction of wharves or wharf zones within special-class seaports or class-I seaports.

16. Investment projects on construction of airports or aerodromes; runways of airports or aerodromes; passenger terminals of international airports; or cargo terminals of airports or aerodromes with a capacity of 1 million tonnes per year or more.

17. New investment projects on commercial operation of air carriage of passengers.

18. Investment projects on oil and gas processing.

19. Other investment projects subject to the Prime Minister’s investment policy approval in accordance with law.

20. Investment projects requiring the application of special mechanisms or policies different from those provided by laws or resolutions of the National Assembly.

Article 25. Competence to approve investment policy

1. The National Assembly may approve investment policy for the projects specified in Clause 20, Article 24 of this Law.

2. Except the case specified in Clause 1 of this Article, the Prime Minister may approve investment policy for:

a/ The investment projects specified in Clauses 1, 2, 4, 6, 7 and 19, Article 24 of this Law;

b/ The investment projects specified in Clause 3, Article 24 of this Law and requiring relocation for resettlement of 20,000 persons or more in mountainous areas, or 50,000 persons or more in other areas;

c/ The investment projects specified in Clause 5, Article 24 of this Law in accordance with the law on cultural heritage, regardless of land area or population size, located in category-I protected areas of relics recognised by competent authorities as special national relics on the List of world heritage sites.

3. Except the projects specified in Clauses 1 and 2 of this Article, Chairpersons of provincial-level People’s Committees may approve investment policy for:

a/ The investment projects specified in Clauses 8 thru 18, Article 24 of this Law;

b/ The investment projects specified in Clause 3, Article 24 of this Law requiring relocation for resettlement of 10,000 persons or more in mountainous areas, or 20,000 persons or more in other areas;

c/ The investment projects specified in Clause 5, Article 24 of this Law in accordance with the law on cultural heritage, regardless of land area or population size, located in category-I or category-II protected areas of relics recognised by competent authorities as national relics or special national relics, except category-I protected areas of special national relics on the List of world heritage sites;

d/ For investment projects subject to investment policy approval by 2 or more Chairpersons of provincial-level People’s Committees, the Government’s regulations shall apply.

4. For the investment projects specified in Clause 3 of this Article that are implemented in industrial parks, export processing zones, hi-tech parks, digital technology parks or economic zones under approved master plans, the Management Boards of industrial parks, export processing zones, hi-tech parks or economic zones may approve investment policy.

5. The Government shall specify dossiers, order and procedures for performance of the procedures for investment policy approval.

Article 26. Projects subject to issuance of investment registration certificate

1. Procedures for issuance of investment registration certificate are required for:

a/ Investment projects of foreign investors;

b/ Investment projects of economic organisations specified in Clause 1, Article 20 of this Law.

2. Procedures for issuance of investment registration certificate are not required for:

a/ Investment projects of domestic investors;

b/ Investment projects of economic organisations specified in Clause 2, Article 20 of this Law;

c/ Investment in the form of contribution of capital, purchase of share or purchase of capital contributions of economic organisations.

3. For the investment projects specified in Article 24 of this Law, domestic investors and economic organisations specified in Clause 2, Article 20 of this Law shall implement the projects after obtaining investment policy approval.

4. If wishing to obtain an investment registration certificate for an investment project specified in Point a or b, Clause 2 of this Article, an investor shall carry out procedures for issuance of investment registration certificate.

5. The Government shall specify conditions, dossiers, order and procedures for issuance and modification, and contents, of an investment registration certificate.

Article 27. Competence for issuance, modification and revocation of investment registration certificates

1. The Management Boards of industrial parks, export processing zones, hi-tech parks and economic zones may issue, modify and revoke investment registration certificates for investment projects in industrial parks, export processing zones, hi-tech parks, digital technology parks and economic zones, except the case specified in Clause 3 of this Article.

2. Provincial-level Departments of Finance may issue, modify and revoke investment registration certificates for investment projects outside industrial parks, export processing zones, hi-tech parks and economic zones, except the case specified in Clause 3 of this Article.

3. The investment registration agencies in the localities where the executive offices of investors implementing investment projects are located or expected to be located may issue, modify and revoke investment registration certificates for:

a/ Investment projects each implemented in 2 or more provincial-level administrative units;

b/ Investment projects implemented inside and outside industrial parks, export processing zones, hi-tech parks or economic zones;

c/ Investment projects in industrial parks, export processing zones, hi-tech parks, digital technology parks or economic zones without Management Boards.

4. The agencies receiving investment project dossiers are competent to issue investment registration certificates, not applicable to projects specified in Clauses 1 and 2, Article 25 of this Law.

Article 28. Special investment procedures

1. Investors may opt to make investment registration under this Article for investment projects in industrial parks, export processing zones, hi-tech parks, digital technology parks, free trade zones, international financial centres, and functional zones within economic zones, except projects subject to investment policy approval under the Government’s regulations.

2. Investment projects registered under this Article are not subject to procedures for investment policy approval, technology appraisal, preparation of environmental impact assessment reports, formulation of detailed master plans, and issuance of construction permits, and other procedures for approval, acceptance or permission in the fields of construction and fire protection.

Investors shall make a commitment statement to satisfying conditions, standards and technical regulations in accordance with the laws on construction, environmental protection, and fire protection; and submit an investment project proposal including identification and forecasting of environmental impacts and measures to mitigate adverse environmental impacts instead of a preliminary environmental impact assessment, as well as the use of technologies restricted from transfer (if any).

3. Before commencing the construction, an investor shall send to the local competent state agency in charge of construction order management and to the Management Board of the industrial park, export processing zone, hi-tech park or economic zone a notice of construction commencement accompanied by the following documents:

a/ A techno-economic report on construction investment that has the contents specified by the law on construction and is prepared, appraised and approved by the investor;

b/ A report on results of the verification of the techno-economic report on construction investment with the verification of work safety, environmental protection, fire protection, and compliance with standards or technical regulations conducted by a qualified organisation or individual in accordance with law.

4. Investment registration certificates serve as a basis for the State’s land allocation or land lease or land repurposing permission; performance of administrative procedures; inspection, examination, supervision, evaluation, handling of administrative violations, and state management of projects.

5. The Government shall detail this Article and specify dossiers, order and procedures for implementing special investment procedures.

Section 3

ADJUSTMENT OF INVESTMENT PROJECTS, ORGANISATION OF IMPLEMENTATION OF INVESTMENT PROJECTS

Article 29. Principles of implementation of investment projects

1. For an investment project subject to investment policy approval, the investment policy shall be approved before the investor implements the project.

2. For an investment project subject to issuance of investment registration certificate, the investor shall carry out procedures for issuance of the investment registration certificate before implementing the project.

3. Investors shall comply with this Law; the laws on planning, land, environmental protection, construction, labour, and fire protection; other relevant laws; documents on investment policy approval (if any); and investment registration certificates (if any) in the course of implementing investment projects.

Article 30. Security for implementation of investment projects

1. An investor shall pay a deposit or obtain a bank guarantee for the deposit payment obligation to secure the implementation of an investment project requiring the State’s land allocation or land lease or land repurposing permission, unless:

a/ The investor wins the auction of land use rights;

b/ The investor wins bidding for the implementation of a land-using investment project;

c/ The investor is allocated or leased land by the State after acquiring an investment project for which a deposit has been paid or capital contribution or capital mobilisation has been completed in accordance with the schedule specified in the document on investment policy approval or the investment registration certificate;

d/ The investor is allocated or leased land or given land repurposing permission (if any) by the State for implementation of the investment project after acquiring land use rights and land-attached assets from another land user;

dd/ The investor wins the auction of the mining rights.

2. The Government shall detail this Article.

Article 31. Operation duration and implementation schedule of investment projects

1. The operation duration of an investment project within an economic zone must not exceed 70 years.

2. The operation duration of an investment project outside an economic zone must not exceed 50 years. For investment projects implemented in areas with difficult socio-economic conditions or areas with extremely difficult socio-economic conditions; investment projects with large investment capital but slow capital recovery; investment projects on construction and commercial operation of infrastructure of hi-tech parks, hi-tech industrial parks or digital technology parks; and projects eligible for special investment incentives and support as specified in Clause 2, Article 17 of this Law, the operation duration may be longer but must not exceed 70 years.

3. In case the implementation progress or operation duration of an investment project is delayed in the cases specified in Points a, b, c, d and g, Clause 4, Article 33 of this Law, the delay period shall not be included in the operation duration or implementation schedule of the project.

4. In the course of implementing an investment project, the investor may increase or decrease the operation duration of the project. The adjusted operation duration must not exceed the duration specified in Clause 1 or 2 of this Article.

5. Upon the expiration of the operation duration of an investment project, if wishing to continue implementing the project and satisfying the law-specified conditions, the investor may be considered for extension of the operation duration, except:

a/ Investment projects using obsolete technologies, posing risks of causing environmental pollution, or being natural resource-intensive;

b/ Investment projects requiring investors to transfer assets without recourse to the Vietnamese State or the Vietnamese partner.

Each extension must not exceed the duration specified in Clause 1 or 2 of this Article.

6. The Government shall detail this Article.

Article 32. Determination of investment capital value; assessment of investment capital value; assessment of machinery, equipment and technological lines

1. Investors shall ensure the quality of machinery, equipment and technological lines used for the implementation of their investment projects in accordance with law.

2. Investors shall themselves determine the value of investment capital of their investment projects after such projects have been put into operation.

3. When necessary to facilitate the state management of science and technology or to determine tax bases, the competent state management agency shall request an independent assessment of the value of investment capital and of the quality and value of machinery, equipment and technological lines of an investment project after such project has been put into operation.

4. Investors shall bear assessment costs in case assessment results lead to an increase in tax liability towards the State.

5. The Government shall detail this Article.

Article 33. Adjustment of investment projects

1. In the course of implementing an investment project(s), the investor may adjust the objectives or transfer part or the whole of a project, merge the projects, or separate or split a project into multiple projects, or separate, split, consolidate, merge or transform an economic organisation, or use the rights to use land and land-attached assets of the project as capital contributions to establish an enterprise, enter into business cooperation, or make other adjustments, provided that such adjustments comply with law.

2. The investor shall carry out procedures for modification of the investment registration certificate in case the adjustment of the investment project results in changes to the principal contents of the project as stated in the certificate.

3. In case investment policy has been approved for the investment project of an investor, the investor shall carry out procedures for approval of the adjustment of investment policy in one of the following cases:

a/ There are changes in or supplements of contents or objectives subject to investment policy approval that are stated in the document on investment policy approval;

b/ There are changes in land use area in accordance with the Government’s regulations, or changes in investment location;

c/ The project implementation schedule is prolonged by more than 24 months as specified in Clause 4 of this Article;

d/ The project’s operation duration is adjusted;

dd/ The investor is replaced, for a project for which investment policy is approved simultaneously with investor approval before the project is put into operation, or there are changes in conditions for the investor (if any).

4. For an investment project for which investment policy has been approved, the investor may not prolong the project implementation schedule by more than 24 months compared with the schedule specified in the initial document on investment policy approval, except one of the following cases:

a/ It is necessary to remedy consequences of force majeure events in accordance with the civil law and the land law;

b/ The project implementation schedule is adjusted due to delayed land allocation, land lease or land repurposing permission by the State;

c/ The project implementation schedule is adjusted at the request of the concerned state management agency or due to delayed performance of administrative procedures by state agencies;

d/ The project is adjusted due to changes in the relevant master plan by state agencies;

dd/ There are changes in objectives stated in the document on investment policy approval; or objectives subject to investment policy approval are added;

e/ The total investment capital is increased by 20% or more, resulting in a change in the project’s scale;

g/ Other cases as specified by the Government.

5. The state agencies competent to approve investment policy may approve adjustments to investment policy.

In case the proposal for adjustment of an investment project makes the project subject to investment policy approval by a higher-level authority, that authority has the competence to approve adjustments to investment policy under this Article.

6. In case the proposal for adjustment of an investment project makes the project subject to investment policy approval, the investor shall carry out procedures for investment policy approval.

7. The Government shall detail this Article and specify the order and procedures for adjustment of investment policy.

Article 34. Transfer of investment projects

1. An investor may transfer the whole or part of an investment project to another investor when the following conditions are satisfied:

a/ The to-be-transferred project or part thereof is not subject to operation termination under Clauses 1 and 2, Article 36 of this Law;

b/ A foreign investor as transferee of the project or part thereof must satisfy the conditions specified in Clause 2, Article 21 of this Law;

c/ The conditions specified by the laws on land, housing, and real estate business, and other relevant laws (if any);

d/ The conditions stated in the document on investment policy approval or in the investment registration certificate;

dd/ Upon transfer of an investment project, in addition to complying with this Article, a state enterprise shall comply with the law on management and use of state capital invested in production and business at enterprises before making adjustments to the project.

2. In case the conditions specified in Clause 1 of this Article are satisfied, the procedures for transfer of the whole or part of an investment project are as follows:

a/ For an investment project with the investor approved under Article 23 of this Law and for an investment project for which an investment registration certificate has been issued, the investor shall carry out procedures for adjustment of the investment project under Article 33 of this Law;

b/ For an investment project other than that specified in Point a of this Clause, the transfer of the project or the transfer of ownership of assets to the investor as transferee must comply with the civil law, the laws on enterprises and real estate business, and other relevant laws.

3. The Government shall specify dossiers, order and procedures for adjustment of investment projects in case an investor transfers the whole or part of an investment project.

Article 35. Cessation of operation of investment projects

1. An investor that ceases the operation of an investment project shall send a notice thereof to the investment registration agency. In case the cessation is due to force majeure events, the investor is entitled to the State’s grant of land rental exemption or land use levy reduction during the cessation period in order to remedy the consequences caused by such force majeure events.

2. The state management agency in charge of investment shall decide on the cessation or partial cessation of operation of an investment project in the following cases:

a/ To protect relics, artefacts, antiquities and national treasures in accordance with the Law on Cultural Heritage;

b/ To remedy violations of the law on environmental protection at the proposal of the state management agency in charge of the environment;

c/ To implement occupational safety assurance measures at the proposal of the state management agency in charge of labour;

d/ Under a court judgement or ruling or an arbitral award;

dd/ The investor fails to comply with the document on investment policy approval or the investment registration certificate and has been administratively sanctioned, or the investor repeats the violation though having received a notice from the investment registration agency regarding such non-compliance, except cases of failure to comply with the schedule stated in the document on investment policy approval, the investment registration certificate, or the document on approval of investment policy adjustment or the adjusted investment registration certificate.

3. The Prime Minister shall decide on the cessation or partial cessation of operation of an investment project in case the implementation of the project causes or is likely to cause harm to national defence, national security or the environment.

4. The Government shall specify conditions, order and procedures for, and the duration of, cessation of operation of investment projects.

Article 36. Termination of operation of investment projects

1. An investor may terminate investment activities or an investment project in the following cases:

a/ The investor decides to terminate the operation of the project;

b/ The termination is based on the operation termination conditions specified in the contract or the enterprise charter;

c/ The operation duration of the project has expired.

2. The investment registration agency shall terminate or partially terminate the operation of an investment project in the following cases:

a/ The project falls into one of the cases specified in Clauses 2 and 3, Article 35 of this Law while the investor is unable to remedy the conditions leading to the cessation of operation of the project;

b/ After 24 months from the time of completion of the project’s operational objectives or the operational objectives in each phase (if any) as specified in the document on investment policy approval, the investment registration certificate, or the document on approval of investment policy adjustment or the adjusted investment registration certificate, the investor still fails to achieve such operational objectives and is not entitled to schedule adjustment under regulations, except the case specified in Point dd of this Clause;

c/ The investor is no longer permitted to use the investment location and fails to carry out procedures for adjustment of the investment location within 6 months from the date it/he/she is not permitted to continue using the investment location, except the case specified in Point dd of this Clause;

d/ The project has ceased operation and, past 12 months from the date of cessation, the investment registration agency is unable to contact the investor or its/his/her lawful representative;

dd/ The project is subject to land recovery in accordance with the land law;

e/ The investor fails to pay a deposit or fails to obtain a guarantee for the deposit payment obligation as required by law for investment projects subject to performance security;

g/ The investor carries out investment activities on the basis of sham civil transactions as specified in the civil law;

h/ Under a court judgement or ruling or an arbitral award;

i/ The economic organisation has been dissolved but the investment project has neither terminated operation nor been transferred or otherwise transformed in accordance with law.

3. For an investment project subject to investment policy approval, the investment registration agency shall terminate the operation of the project after consulting the agency that has approved investment policy.

4. The investor shall carry out liquidation of the investment project in accordance with the law on asset liquidation upon the termination of operation of the project, except the case specified in Clause 5 of this Article.

5. The handling of land use rights and land-attached assets upon the termination of operation of investment projects must comply with the land law and other relevant laws.

6. The investment registration agency shall decide to revoke the investment registration certificate in case the investment project terminates operation under Clause 2 of this Article, except cases of partial termination of operation of investment projects.

7. The Government shall specify the order and procedures for termination of operation of investment projects.

Article 37. Establishment, adjustment and operation termination of executive offices of foreign investors under BCCs

1. A foreign investor under a BCC may establish an executive office in Vietnam to perform the contract. The location of the executive office shall be decided by the foreign investor under the BCC to meet the requirements for performance of the contract.

2. The executive office of a foreign investor under a BCC has its own seal; may open bank accounts, recruit employees, sign contracts, and conduct business activities within the ambit of the rights and obligations specified in the BCC and the executive office establishment registration certificate.

3. The Government shall specify the dossiers, order and procedures for the establishment, adjustment and operation termination of executive offices of foreign investors under BCCs.

Chapter V

OUTWARD INVESTMENT ACTIVITIES

Article 38. Principles of carrying out outward investment activities

1. The State shall promote outward investment in order to exploit, develop and expand markets; increase the export of goods and services and the earning of foreign currencies; access modern technologies, raise governance capacity and acquire additional resources for the country’s socio-economic development.

2. Investors carrying out outward investment activities shall comply with this Law, other relevant laws, laws of host countries and territories (below collectively referred to as host countries), and relevant treaties; and shall take responsibility for the efficiency of their outward investment activities.

Article 39. Forms of outward investment

1. Investors shall carry out outward investment activities in the following forms:

a/ Establishing economic organisations in accordance with the laws of host countries;

b/ Making investment in the form of contracts in foreign countries;

c/ Contributing capital to, or purchasing shares or capital contributions of, overseas economic organisations to participate in managing such economic organisations;

d/ Purchasing and selling securities and other valuable papers or making investment via overseas securities investment funds or intermediary financial institutions;

dd/ Other forms in accordance with the laws of host countries.

2. The Government shall specify the form of investment specified in Point d, Clause 1 of this Article.

Article 40. Sectors and trades banned from outward investment

1. The sectors and trades banned from business investment specified in Article 6 of this Law and relevant treaties to which the Socialist Republic of Vietnam is a contracting party.

2. Sectors and trades with technologies and products banned from export in accordance with the law on foreign trade management.

3. Sectors and trades banded from business investment in accordance with the laws of host countries.

Article 41. Sectors and trades subject to conditional outward investment

1. Sectors and trades subject to conditional outward investment include:

a/ Banking;

b/ Insurance;

c/ Securities;

d/ Press, and radio and television broadcasting;

dd/ Real estate business.

2. Conditions for outward investment in the sectors and trades specified in Clause 1 of this Article shall be prescribed in the laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, decrees of the Government, and investment-related treaties to which the Socialist Republic of Vietnam is a contracting party.

Article 42. Issuance, modification and invalidation of outward investment registration certificates

1. The Ministry of Finance shall issue, modify and invalidate outward investment registration certificates for projects with outward investment capital amounts specified by the Government or investment projects in sectors or trades subject to conditional outward investment as specified in Clause 1, Article 41 of this Law. When necessary, the Ministry of Finance shall decentralise the competence to issue, modify and invalidate outward investment registration certificates to the organisations under its management.

2. For outward investment projects with large capital scale or projects proposing the application of special support policy mechanisms, the Ministry of Finance shall report such to the Prime Minister for consideration and approval before issuing or modifying outward investment registration certificates, except the cases specified in Clause 3 of this Article.

3. Investors shall carry out procedures for foreign exchange transaction registration in accordance with the law on foreign exchange management without having to carry out the procedures for issuance of outward investment registration certificates in the following cases:

a/ Outward investment projects with outward investment capital amounts lower than the amounts specified by the Government and not in sectors or trades subject to conditional outward investment as specified in Clause 1, Article 41 of this Law;

b/ Outward investment projects associated with national defence and security implemented under agreements between the Vietnamese Government and the Governments of foreign countries;

c/ Outward investment projects of economic groups, state corporations and other economic organisations as prescribed by the Government.

4. The Government shall detail this Article; and specify the conditions, dossiers, order and procedures for issuance, modification and invalidation of outward investment registration certificates, and the content of outward investment registration certificates.

Article 43. Implementation of investment activities in foreign countries

The Government shall specify the opening of outward investment capital accounts, outward transfer of investment capital, use of profits earned in foreign countries, transfer of profits back to Vietnam, and implementation of investment activities in foreign countries.

Chapter VI

STATE MANAGEMENT OF INVESTMENT

Article 44. Responsibility for state management of investment

1. The Government shall perform the unified state management of investment in Vietnam and outward investment from Vietnam.

2. The Ministry of Finance shall assist the Government in performing the unified state management of investment in Vietnam and outward investment from Vietnam, and has the following tasks and powers:

a/ To submit to the Government or the Prime Minister for approval strategies, plans and policies on investment in Vietnam and outward investment from Vietnam;

b/ To promulgate, or submit to competent agencies for promulgation, legal documents on investment in Vietnam and outward investment from Vietnam;

c/ To issue forms for carrying out procedures for investment in Vietnam and outward investment from Vietnam;

d/ To guide, disseminate, and organise, monitor, examine and evaluate the implementation of, legal documents on investment;

dd/ To appraise, and submit to the Prime Minister for approval, investment policy for investment projects subject to the Prime Minister’s investment policy approval in accordance with this Law;

e/ To issue and modify outward investment registration certificates;

g/ To formulate, and submit to competent agencies for promulgation, mechanisms for settlement of problems confronted by investors, and prevention of disputes between the State and investors;

h/ To summarise, evaluate and report on investment in Vietnam and outward investment from Vietnam;

i/ To build, manage and operate the national information systems on investment and the national investment database;

k/ To perform the state management of industrial parks, export processing zones and economic zones;

l/ To perform the state management of investment promotion and coordinate investment promotion activities in Vietnam and foreign countries;

m/ To examine, monitor and evaluate investment activities; to manage, and coordinate in managing, investment activities according to competence;

n/ To negotiate and conclude investment-related treaties according to competence;

o/ To perform other tasks and exercise other powers concerning the state management of investment as assigned by the Government or the Prime Minister.

3. Ministries and ministerial-level agencies shall, within the ambit of their tasks and powers, coordinate with the Ministry of Finance in performing the state management of investment in Vietnam and outward investment from Vietnam, specifically as follows:

a/ To coordinate with the Ministry of Finance and with one another in formulating investment-related laws and policies;

b/ To assume the prime responsibility for, and coordinate with one another in, formulating and promulgating laws, policies, standards and technical regulations, and guiding the implementation thereof;

c/ To submit to the Government for promulgation according to its competence business investment conditions for the sectors and trades specified in Article 7 of this Law;

d/ To assume the prime responsibility for, and coordinate with the Ministry of Finance in, formulating master plans, plans, and lists of investment-calling projects in their sectors; to organise sector-specific investment mobilisation and promotion activities;

dd/ To participate in appraising investment projects subject to investment policy approval in accordance with this Law and take responsibility for the appraisal content falling within the ambit of their functions and tasks;

e/ To supervise, evaluate and inspect the satisfaction of investment conditions, and perform the state management of investment projects falling within their competence;

g/ To assume the prime responsibility for, and coordinate with provincial-level People’s Committees and with one another in, settling difficulties and problems for investment projects in the fields falling within the scope of their state management; to guide the decentralisation to and authorisation for management boards of industrial parks, export processing zones, hi-tech parks and economic zones to perform state management tasks in these parks and zones;

h/ To periodically evaluate socio-economic efficiency of investment projects falling within the scope of their state management and send evaluation reports to the Ministry of Finance;

i/ To provide relevant information for building the national investment database; to maintain and update the investment management information systems in their assigned fields and integrate such information into the national information systems on investment.

4. Provincial-level People’s Committees and investment registration agencies shall, within the ambit of their tasks and powers, perform the state management of investment in Vietnam and outward investment from Vietnam, specifically as follows:

a/ To coordinate with ministries and ministerial-level agencies in preparing and announcing lists of investment-calling projects in localities;

b/ To assume the prime responsibility for or participate in appraising investment projects subject to investment policy approval in accordance with this Law and take responsibility for the appraisal content falling within the ambit of their functions and tasks; to assume the prime responsibility for carrying out the procedures for issuance, modification and revocation of investment registration certificates;

c/ To perform the state management of investment projects in localities;

d/ To settle according to their competence, or propose competent authorities to settle, difficulties and problems confronted by investors;

dd/ To periodically evaluate the effectiveness of investment activities in localities and send evaluation reports to the Ministry of Finance;

e/ To provide relevant information for building the national investment database; to maintain and update the national information systems on investment;

g/ To direct the organisation, supervision and evaluation of the implementation of the investment reporting regime.

5. Overseas Vietnamese representative missions shall monitor and support investment activities and protect lawful rights and interests of Vietnamese investors in host countries.

Article 45. Investment examination, monitoring and evaluation

1. Investment examination, monitoring and evaluation activities cover:

a/ Examination, monitoring and evaluation of investment projects;

b/ Overall examination, monitoring and evaluation of investment activities.

2. Responsibility for investment examination, monitoring and evaluation:

a/ State management agencies in charge of investment and specialised state management agencies shall conduct overall examination, monitoring and evaluation of investment activities and examination, monitoring and evaluation of investment projects under their management;

b/ Investment registration agencies shall examine, monitor and evaluate investment projects for which they are competent to issue investment registration certificates.

3. Contents of examination, monitoring and evaluation of investment projects:

a/ For investment projects using state capital for business investment, state management agencies in charge of investment and specialised state management agencies shall examine, monitor and evaluate such projects based on the content and criteria approved under investment decisions;

b/ For investment projects using other funding sources, state management agencies in charge of investment and specialised state management agencies shall examine, monitor and evaluate the objectives and conformity of such projects with relevant master plans and investment policy approved by competent authorities, investment schedule, and satisfaction of the law-specified requirements on environmental protection, technology, and use of land and other natural resources;

c/ Investment registration agencies shall examine, monitor and evaluate the content specified in investment registration certificates or investment policy approval documents.

4. Contents of overall examination, monitoring and evaluation of investment activities:

a/ Promulgation of detailing and guiding legal documents; and the implementation of the law on investment;

b/ Implementation of investment projects;

c/ Evaluation of investment results nationwide and in ministries, ministerial-level agencies and localities, and investment projects as decentralised;

d/ Sending of recommendations on investment evaluation results and measures to handle problems and violations of the law on investment to the same-level state management agencies and superior state management agencies in charge of investment.

5. Agencies and organisations responsible for the examination and evaluation may themselves carry out investment evaluation or hire experts or capable consultancy organisations to do so.

6. The inspection and auditing of activities of investment projects must comply with the law on inspection and the law on auditing.

7. The Government shall detail this Article.

Article 46. National information systems on investment

1. The national investment information systems include:

a/ The national information system on domestic investment;

b/ The national information system on foreign investment in Vietnam;

c/ The national information system on outward investment from Vietnam;

d/ The national information system on investment promotion;

dd/ The national information system on industrial parks and economic zones;

e/ The national information system on other investment management contents.

2. The Ministry of Finance shall assume the prime responsibility for, and coordinate with related agencies in, building and operating the national information systems on investment; building the national investment database; and evaluating the operation of these systems by central- and local-level state management agencies in charge of investment.

3. State management agencies in charge of investment and investors shall fully, promptly and accurately update relevant information to the national information systems on investment.

4. Information on investment projects that is stored in the national information systems on investment is legally valid as primary-source information on investment projects.

5. The Government shall specify the national information systems on investment.

Article 47. Reporting on investment activities in Vietnam

1. Reporting entities include:

a/ Ministries, ministerial-level agencies and provincial-level People’s Committees;

b/ Investment registration agencies;

c/ Investors and economic organisations that implement investment projects in accordance with this Law.

2. The periodical reporting regime is specified as follows:

a/ Quarterly and annually, investors and economic organisations that implement investment projects shall report to local investment registration agencies and statistics offices on the implementation of such investment projects, covering disbursed investment capital amounts, business investment results, information on labour, payment to the state budget, investment in research and development, environmental treatment and protection, and specialised indicators by field of operation;

b/ Quarterly and annually, investment registration agencies shall report to the Ministry of Finance and provincial-level People’s Committees on the receipt of dossiers of application for, and issuance, modification and revocation of, investment registration certificates, and on operation of investment projects under their management;

c/ Quarterly and annually, provincial-level People’s Committees shall summarise and report on investment activities in localities to the Ministry of Finance;

d/ Quarterly and annually, ministries and ministerial-level agencies shall report on investment activities related to the scope of their management to the Ministry of Finance for summarisation and reporting to the Prime Minister;

dd/ Annually, the Ministry of Finance shall report to the Prime Minister on investment activities nationwide and report on evaluation of the implementation of the investment reporting regime by the agencies specified in Clause 1 of this Article.

3. Agencies, investors and economic organisations shall send paper reports and reports via the national information systems on investment.

4. Agencies, investors and economic organisations specified in Clause 1 of this Article shall make unscheduled reports upon request of competent state agencies.

5. Before implementing investment projects not subject to issuance of investment registration certificates, investors shall report them to investment registration agencies.

Article 48. Reporting on overseas investment activities

1. Agencies, organisations and individuals required to report on their overseas investment activities include:

a/ Ministries and ministerial-level agencies tasked to manage outward investment activities in accordance with law, and agencies representing state capital at enterprises;

b/ Investors that implement outward investment projects in accordance with this Law.

2. The reporting regime for the subjects specified in Point a, Clause 1 of this Article is as follows:

a/ Annually, the reporting entities shall, within the ambit of their functions and tasks, report on the management of outward investment activities to the Ministry of Finance for summarisation and reporting to the Prime Minister;

b/ Annually, the Ministry of Finance shall report on outward investment activities to the Prime Minister.

3. The reporting regime for investors is as follows:

a/ Within 60 days after an investment project is approved or licenced in accordance with the law of the host country, the concerned investor shall send a notice of implementation of overseas investment activities, together with a copy of the investment project approval document or a document proving its/his/her right to carry out investment activities in the host country, to the Ministry of Finance, the State Bank of Vietnam and the Vietnamese representative mission in the host country;

b/ Biannually and annually, the investor shall send a report on operation of the investment project to the Ministry of Finance, the State Bank of Vietnam and the Vietnamese representative mission in the host country;

c/ Within 6 months after obtaining a tax finalisation statement or a document of equivalent legal validity in accordance with the law of the host country, the investor shall send a report on operation of the investment project, together with the financial statement, tax finalisation report or document of equivalent legal validity as specified by the law of the host country, to the Ministry of Finance, the State Bank of Vietnam, the Vietnamese representative mission in the host country, and the competent state management agency specified by this Law and other relevant laws;

d/ For outward investment projects using state capital, investors shall observe not only the reporting regime specified in Points a, b and c of this Clause but also the investment reporting regime in accordance with the law on management and investment of state capital at enterprises.

4. The reports specified in Clauses 2 and 3 of this Article shall be made in writing and via the national information systems on investment.

5. The agencies and investors specified in Clause 1 of this Article shall make unscheduled reports at the request of competent state agencies to meet state management-related requirements or to solve arising problems related to investment projects.

Article 49. Investment promotion activities

1. The Government shall direct the formulation and organise the implementation of investment promotion policies and orientations in order to promote and facilitate investment activities in different sectors and regions and with different partners in conformity with socio-economic development strategies, master plans, plans and objectives in each period; ensure the implementation of interregional and intersectoral investment promotion programmes and activities in association with trade promotion and tourism promotion activities.

2. The Ministry of Finance shall formulate, and organise the implementation of, national investment promotion plans and programmes; coordinate interregional and interprovincial investment promotion activities; and supervise, monitor and evaluate investment promotion efficiency nationwide.

3. Ministries, ministerial-level agencies and provincial-level People’s Committees shall, within the ambit of their tasks and powers, formulate, and organise the implementation of, investment promotion plans and programmes in the fields and localities under their management in conformity with socio-economic development strategies, master plans and plans and the national investment promotion programme.

4. Funds for formulation and organisation of the implementation of investment promotion programmes shall be allocated from the state budget and other lawful sources.

5. The Government shall detail this Article.

Chapter VII

IMPLEMENTATION PROVISIONS

Article 50. To amend and supplement a number of articles of the laws on business investment

1. To amend and supplement the opening paragraph of Clause 2, Article 8 of Law No. 105/2016/QH13 on Pharmacy, which has a number of articles amended and supplemented under Law No. 28/2018/QH14, Law No. 44/2024/QH15, Law No. 112/2025/QH15, and Law No. 114/2025/QH15, as follows:

“2. A new investment project (including also its expansion) on the development of the pharmaceutical industry with a total investment capital of VND 3 trillion or more and with at least VND 1 trillion expected to be disbursed within 3 years from the date of issuance of the investment registration certificate or investment policy approval is entitled to special investment incentives and support as those specified in Point a, Clause 2, Article 17 of the Law on Investment, covering:”.

2. To amend and supplement Point h, Clause 2, Article 12 of Law No. 67/2025/QH15 on Corporate Income Tax, which has a number of articles amended and supplemented under Law No. 116/2025/QH15, Law No. 127/2025/QH15, Law No. 133/2025/QH15, and Law No. 141/2025/QH15, as follows:

“h/ Being eligible for special investment incentives and support as specified in Clause 2, Article 17 of the Law on Investment. The Government shall provide in detail the time of disbursement of the total registered investment capital amount for the projects specified in this Point;”.

3. To amend and supplement a number of articles of Railway Law No. 95/2025/QH15, which has a number of articles amended and supplemented under Law No. 112/2025/QH15 and Law No. 135/2025/QH15, as follows:

a/ To amend and supplement Point c, Clause 3, Article 24 as follows:

“c/ For a national railway or local railway, the investor may extend the project operation duration in accordance with the law on investment. If not proposing extension of the project operation duration, the investor shall, upon the expiration of the project operation duration, transfer to the State all assets formed under the project, and the State shall make payments to the investor in accordance with law;”;

b/ To amend and supplement the title of Section 2, Chapter II as follows:

“Section 2

INVESTMENT IN CONSTRUCTION OF NATIONAL RAILWAYS AND LOCAL RAILWAYS”.

Article 51. Effect

1. This Law takes effect on March 1, 2026, except Clauses 2 and 3 of this Article.

2. Article 7 of, and the List of sectors and trades subject to conditional business investment provided in Appendix IV to, this Law take effect on July 1, 2026.

3. Clause 3, Article 50 of this Law takes effect on January 1, 2026.

4. Law No. 61/2020/QH14 on Investment, which has a number of articles amended and supplemented under Law No. 72/2020/QH14, Law No. 03/2022/QH15, Law No. 05/2022/QH15, Law No. 08/2022/QH15, Law No. 09/2022/QH15, Law No. 20/2023/QH15, Law No. 26/2023/QH15, Law No. 27/2023/QH15, Law No. 28/2023/QH15, Law No. 31/2024/QH15, Law No. 33/2024/QH15, Law No. 43/2024/QH15, Law No. 57/2024/QH15, and Law No. 90/2025/QH15 (below referred to as the 2020 Law on Investment), ceases to be effective on the effective date of this Law, except Article 7 of, and the List of sectors and trades subject to conditional business investment provided in Appendix IV to, the 2020 Law on Investment, which cease to be effective on July 1, 2026.

5. In case the national population database is connected with the national database on investment registration, Vietnamese citizens may use personal identification numbers in replacement of copies of citizen identity cards, passports or other personal identification papers when carrying out administrative procedures specified in the Law on Investment.

6. In case legal documents refer to provisions on project approval decision or investment policy decision of the Law on Investment, this Law’s provisions on investment policy approval shall prevail.

7. Provisions of Clause 1, Article 41 of Law No. 29/2023/QH15 on Real Estate Business are applicable to projects for which investment policy decision, investment policy adjustment decision, investment policy approval or investment policy adjustment approval documents are issued or investment registration certificates issued or modified in accordance with the law on investment.

Article 52. Transitional provisions

1. Investors that obtain investment licences, investment incentive certificates, investment certificates or investment registration certificates, investment policy decisions or investment policy approval documents before the effective date of this Law may implement investment projects under such licences, certificates, decisions or documents.

2. Investors are not required to carry out procedures for investment policy approval or investment policy adjustment once again in accordance with this Law for investment projects falling into one of the following cases:

a/ The investors obtain competent state agencies’ investment policy decisions or investment policy approval documents or investment approval documents in accordance with the laws on investment, housing, urban areas, and construction before the effective date of this Law;

b/ Investment projects are not subject to investment policy approval, investment policy decision, investment approval, or issuance of investment registration certificates in accordance with the laws on investment, housing, urban areas, and construction, and start to be implemented by the investors under regulations before the effective date of this Law;

c/ The investors win the bidding for investor selection, or win the auction of land use rights before the effective date of this Law;

d/ Investment incentive certificates, investment licences, investment certificates or investment registration certificates are issued for the projects before the effective date of this Law.

3. For adjustment of an investment project specified in Clause 2 of this Article, if to-be-adjusted contents are subject to investment policy approval in accordance with this Law, procedures for investment policy approval or investment policy adjustment shall be carried out in accordance with this Law.

For projects that are subject to investment policy decision or investment policy approval in accordance with law before the effective date of this Law but are not subject to investment policy approval in accordance with this Law, investors are not required to carry out procedures for investment policy adjustment, unless they wish to adjust such projects.

4. For adjustment of an investment project specified in Clause 2 or 3 of this Article and to-be-adjusted contents are subject to investment policy approval, agencies competent to approve investment policy in accordance with this Law shall carry out procedures for investment policy adjustment in accordance with this Law. The competence, contents and procedures for investment monitoring in this case must comply with this Law.

5. For a secondary project within an urban area, a tourist area, or an ecological area that is commenced before January 1, 2021, for which a certificate of land use rights has been issued and all land-related financial obligations have been fulfilled, but which is unable to be further implemented or no longer needs to be further implemented, and is not subject to termination of operation under Article 36 of this Law, the investor may transfer the whole or part of the project together with the transfer of land use rights and land-attached assets.

The transferee shall take over the rights and obligations of the transferor for the transferred part of the project for further implementation; and may have investment policy approved or adjusted, and may have the investment registration certificate issued or modified for the transferred part of the project, when necessary, in accordance with the Government’s regulations.

6. In case of acquiring an investment project the implementation of which is commenced before the effective date of this Law, and for which a certificate of land use right has been issued and all land-related financial obligations have been fulfilled, and which is not subject to termination of operation under Article 36 of this Law, but the remaining operation duration of the transferred project does not satisfy the financial plan or business investment plan of the transferee, the competent state agency shall, based on the transferee’s proposal, consider and decide on the operation duration of the investment project when carrying out procedures for investment policy approval or adjustment, or issuance or modification of the investment registration certificate.

The operation duration of the project shall be calculated from the date of investment policy approval or adjustment, or issuance or modification of the investment registration certificate as specified in this Clause, and must not exceed the maximum duration specified in Clause 1 or 2, Article 31 of this Law.

7. Investment projects that were implemented or approved or allowed to be implemented under regulations before July 1, 2015, and are now eligible for implementation guarantee in accordance with this Law are not required to pay a deposit or obtain bank guarantee for the deposit obligation. In case the investor adjusts objectives or implementation schedule of the investment project, or repurposes land use after this Law takes effect, it/he/she shall pay a deposit or obtain bank guarantee for the deposit obligation in accordance with this Law.

8. Debt collection service contracts signed before January 1, 2021, shall be invalidated on January 1, 2021; parties to such contracts may carry out activities to liquidate such contracts in accordance with the civil law and other relevant laws.

9. Foreign-invested economic organisations that are entitled to apply market access conditions more favourable than those specified in the List promulgated under Article 8 of this Law may continue to apply the conditions specified in their investment registration certificates.

10. The provisions of Clause 3, Article 31 of this Law apply to investment projects for which land is handed over before the effective date of this Law and investment projects for which land has not yet been handed over.

11. In case a dossier for carrying out administrative procedures is required by law to comprise an investment registration certificate or an investment policy approval document, while the investment project is not subject to issuance of the investment registration certificate or investment policy approval in accordance with this Law, the investor is not required to submit the investment registration certificate or investment policy approval document.

12. For localities meeting difficulties in allocating land areas for development of houses, service facilities and public utilities for employees working in industrial parks, competent state agencies may adjust master plans on construction of industrial parks (for the industrial parks established before July 1, 2014) to reserve part of land areas for development of houses, service facilities and public utilities for employees working in industrial parks.

Land areas for development of houses, service facilities and public utilities for employees working in industrial parks after relevant master plans are adjusted must be outside geographical boundaries of industrial parks and ensure an environmental safety distance in accordance with the law on construction and other relevant laws.

13. Transitional provisions on outward investment activities:

a/ Investors that obtain outward investment policy approval decisions, outward investment licences or certificates or outward investment registration certificates before the effective date of this Law may continue to implement their investment projects under such decisions, licences or certificates;

b/ For projects for which outward investment policy approval decisions, outward investment licences or certificates or outward investment registration certificates are issued before the effective date of this Law but which are not subject to issuance of outward investment registration certificates, investors are not required to carry out procedures for modification of such decisions, licences or certificates upon adjustment of outward investment projects;

c/ In case investors have submitted valid dossiers of application for approval of outward investment policy but have not yet been notified of dossier processing results, they may continue to use such dossiers to carry out procedures for issuing investment registration certificates (if such certificates are required), in accordance with this Law.

14. From the effective date of this Law, valid dossiers received in accordance with the 2020 Law on Investment must continue to comply with the 2020 Law on Investment, except the following cases:

a/ In case a project is submitted to the Prime Minister for consideration and approval or adjustment of investment policy before the effective date of this Law but has not satisfied the requirements and conditions for approval or adjustment of investment policy in accordance with the 2020 Law on Investment, the Ministry of Finance shall forward the project dossier, appraisal opinions and appraisal report to the chairperson of the provincial-level People’s Committee for handling according to the competence provided in this Law;

b/ In case a project is not yet submitted to the Prime Minister for consideration and approval or adjustment of investment policy before the effective date of this Law, the Ministry of Finance shall forward the project dossier and appraisal opinions on the project (if any) to the chairperson of the provincial-level People’s Committee for handling according to the competence provided in this Law;

The chairperson of the provincial-level People’s Committee may continue to use the project dossier, appraisal opinions and appraisal report to consider approval or adjustment of investment policy in the cases specified in this Clause.

15. For the sectors and trades that are subject to conditional business investment specified in the 2020 Law on Investment but the business investment conditions are abolished under this Law, organisations and individuals may continue to use licences, letters of certification, certificates, letters of confirmation, or other forms of investment or business permission documents issued by competent state agencies until the expiry of such documents or papers.

16. The Government shall specify the handling of investment projects on manufacture of electronic devices for e-cigarettes and heated tobacco products in Vietnam solely for export, which were registered, approved or permitted in writing by competent state agencies in accordance with law before January 1, 2025.

17. The Government shall detail this Article.

This Law was passed on December 11, 2025, by the 15 National Assembly of the Socialist Republic of Vietnam at its 10 session.

Chairman of the National Assembly
TRAN THANH MAN

* The Appendices to this Law are not translated.