Investment Framework & Market Access

Why this chapter comes first

Vietnam welcomes foreign investment on a negative-list basis: a foreign investor may do business in any line the law does not close or restrict, and in the open lines enjoys the same market access as a Vietnamese investor. That one principle, set out in Articles 5 and 8 of Law No. 143/2025/QH15 on Investment, explains most of what follows. The practical differences between a foreign and a domestic investor are the market access list, the Investment Registration Certificate (IRC) procedure for foreign-led projects, and separate rules on land use rights and housing ownership that are covered in Chapter 5.

The law in force today is new. Law No. 143/2025/QH15 was passed on 11 December 2025 and took effect on 1 March 2026, replacing Law No. 61/2020/QH14, with Decree No. 96/2026/ND-CP of 31 March 2026 as its main implementing decree. The institutions changed at the same time: the Ministry of Finance absorbed the Ministry of Planning and Investment in 2025, so IRCs now come from provincial Departments of Finance (or zone management boards) rather than Departments of Planning and Investment. Older guides, and many websites, still use the old names and the old law numbers.

Who the rules treat as a foreign investor

Article 3 of the Law on Investment defines a foreign investor as an individual of foreign nationality or an organisation established under foreign law. A Vietnamese company with foreign shareholders is a foreign-invested economic organisation, but it only has to follow the foreign-investor conditions and procedures when it invests further if foreign investors hold more than 50% of its charter capital (Article 20), or if such a company, alone or with foreign investors, holds more than 50%. At or below that threshold it invests as a domestic investor. The 50% line therefore matters for every joint venture and every acquisition, and is explained in The Law on Investment 2025.

The four questions every project must answer

Is the sector open? Appendix I of Decree No. 96/2026/ND-CP lists 23 lines closed to foreign investors and 62 open only on conditions such as an ownership cap, a required investment form or a Vietnamese partner. On top of market access, the conditional business lines under Article 7 (142 from 1 July 2026 under Resolution No. 66.17/2026/NQ-CP; 137 from 1 March 2027) require a licence, certificate or approval from everyone, foreign or Vietnamese. See Market access for foreign investors.

Which form of investment? A new Vietnamese company, buying into an existing one, a business cooperation contract (BCC) without a company, or a public-private partnership for infrastructure. Each has its own registration route, explained in Forms of investment, with the company types themselves in Chapter 2.

Which approvals? Most foreign-led projects need an IRC, decided within ten working days of a valid dossier. A minority of project categories, mainly those involving State land, housing, infrastructure or sensitive sectors, also need investment policy approval first. Both are explained in The Investment Registration Certificate and Investment policy approval.

What incentives and protection? Preferential corporate income tax rates of 10% or 17%, tax holidays, import duty and land rent relief, special incentives for very large projects and cash support from the Investment Support Fund are covered in Investment incentives. The guarantees in Chapter II of the law against nationalisation and performance requirements, and the treaty network behind them, are in Investment guarantees and treaties.

What changed in 2025 and 2026

Three reforms matter most. First, a foreign investor may now incorporate the company before obtaining the IRC, provided the IRC follows within 12 months and the project does not start until it does (Article 19). Second, a special investment procedure under Article 28 lets projects in industrial parks, high-tech parks, digital technology zones, free trade zones, the international financial centre and economic zones skip investment policy approval, technology appraisal, the environmental impact assessment report, detailed planning and construction permits, in return for a written commitment and later inspection, with the IRC in 15 working days. Third, the incentive regime was rebuilt around Law No. 67/2025/QH15 on Corporate Income Tax, so a new project in an industrial park no longer qualifies for a tax incentive on location alone.

The reporting side also tightened: Article 47 of the law and Article 94 of Decree No. 96/2026/ND-CP require quarterly and annual project reports through the National Investment Information System, covered in Reporting and ongoing obligations. A further amending law, No. 24/2026/QH16, revises the conditional business lines list from 1 March 2027, so check the list again before a project starts in 2027.

How to use this chapter

Work through the sections in order if you are new to Vietnam. If you already know your sector is open and are choosing between a new company and an acquisition, go straight to Forms of investment and then to Chapter 2: Company set-up. Each section ends with the related FAQs, the official sources and a question you can put straight to Lawbot about your own facts.