Chapter 1 · Section 1.1 of 8
The Law on Investment 2025: scope, who it treats as a foreign investor, the 50% rule and the authorities that administer it
What you need to know
- Law No. 143/2025/QH15 on Investment took effect on 1 March 2026 and replaced Law No. 61/2020/QH14; Decree No. 96/2026/ND-CP of 31 March 2026 implements it and carries the foreign market access list.
- A foreign investor is a foreign national or an organisation formed under foreign law; a Vietnamese company follows the foreign-investor rules only when foreign investors hold more than 50% of its charter capital (Article 20).
- The 50% test is applied at every stage: formation, each new project, each capital contribution or share purchase, and each later transfer that moves ownership across the line.
- The Ministry of Finance leads State management of investment; provincial Departments of Finance and zone management boards issue IRCs; investment policy approval sits with the National Assembly, the Prime Minister or the provincial People's Committee chairman by category.
- Everything is filed online through the National Investment Information System and the National Business Registration Portal; apostilled documents are accepted from 11 September 2026.
What the law covers, and where it sits
Law No. 143/2025/QH15 on Investment, passed by the National Assembly on 11 December 2025 and in force from 1 March 2026, governs business investment in Vietnam by Vietnamese and foreign investors and outward investment by Vietnamese investors. Its Article 7, and the annex of conditional business lines attached to it, applied from 1 July 2026. It replaced Law No. 61/2020/QH14, which had itself replaced the 2014 law, and it is implemented principally by Decree No. 96/2026/ND-CP of 31 March 2026, which replaced Decree No. 31/2021/ND-CP. Appendix I of that decree carries the foreign market access list; the decree also sets the thresholds for special incentives, the deposit rates for projects using State land, the detailed procedures for the Investment Registration Certificate and investment policy approval, and the reporting forms.
The law is the gateway statute, not the whole of the law an investor meets. The company itself is governed by Law No. 59/2020/QH14 on Enterprises as amended by Law No. 76/2025/QH15 (Chapter 2); land by Land Law No. 31/2024/QH15 (Chapter 5); tax by the corporate income tax, VAT, personal income tax and tax administration laws rewritten in 2024 and 2025 (Chapter 3); employment by the Labour Code (Chapter 4); and each regulated sector by its own law and the licence it prescribes. A further amending law, No. 24/2026/QH16, takes effect on 1 March 2027 and revises the conditional business lines list.
Reading a Vietnamese legal citation
Vietnamese instruments are cited by number, year and issuing body. Law No. 143/2025/QH15 is the 143rd law of the fifteenth National Assembly (Quốc hội khóa XV), passed in 2025; a 2026 law carries QH16. Decree No. 96/2026/ND-CP is the 96th decree of the Government (Nghị định, Chính phủ) in 2026. Circular No. 38/2026/TT-NHNN is a circular (Thông tư) of the State Bank (Ngân hàng Nhà nước); TT-BTC marks a Ministry of Finance circular. Resolution No. 198/2025/QH15 is a National Assembly resolution, which can carry rules of law. A Decision (Quyết định, QĐ-TTg) of the Prime Minister sets lists and programmes. Laws prevail over decrees and decrees over circulars; where a decree has not yet been replaced after a new law, its provisions continue to the extent they are consistent with the law. Only the Vietnamese text is authoritative. The National Legal Database (vbpl.vn) shows each instrument's validity status, and the Official Gazette (congbao.chinhphu.vn) its date of publication.
Who is a foreign investor
Article 3 of the law defines a foreign investor as an individual of foreign nationality, or an organisation established under foreign law, that carries out business investment in Vietnam. A domestic investor is a Vietnamese national or an organisation established under Vietnamese law with no foreign member or shareholder. Between the two sits the foreign-invested economic organisation (tổ chức kinh tế có vốn đầu tư nước ngoài): a company established in Vietnam that has at least one foreign member or shareholder.
Article 20 decides when a foreign-invested economic organisation is treated as a foreign investor. It must satisfy the foreign-investor conditions and follow the foreign-investor procedures when it establishes a new company, contributes capital to or buys shares in another company, or invests under a business cooperation contract, in three cases: where foreign investors hold more than 50% of its charter capital (or, in a partnership, a majority of the general partners are foreign individuals); where a company in the first category holds, alone or with foreign investors, more than 50% of its charter capital; or where foreign investors and such companies together hold more than 50%. In every other case it invests as a domestic investor. The test is of charter capital held, traced through the chain of companies, not of voting rights or board control, and it is applied at the moment of each investment act.
The 50% rule at each stage of an investment
| Stage | Foreign investor or company above 50% | Company at or below 50%, or Vietnamese investor |
|---|---|---|
| Market access | Appendix I of Decree No. 96/2026/ND-CP applies: 23 closed lines, 62 conditional lines | Not subject to the market access list; sector conditions under Article 7 apply to all |
| New project | Investment Registration Certificate required (Article 26) | No IRC; investment policy approval only where Article 24 applies |
| Buying into a Vietnamese company | Article 21 registration where ownership rises in a conditional line, crosses or increases above 50%, or sensitive land is held | No Article 21 registration |
| Capital flows | Investment capital account; profit remittance rules (Chapter 6) | Ordinary accounts; a Vietnamese investor may use the account for its own foreign currency |
| Land | Lease from the State, industrial park sublease, or acquisition of a landholding company; no land use rights for foreign individuals | Full range of land access under the Land Law |
| Reporting | Quarterly and annual project reports (Article 47) | Notice before implementing a project; the same reports where a project exists |
| Disputes | May choose foreign or international arbitration (Article 13) | Vietnamese arbitration or courts only, unless a foreign party is involved |
Worked example
A Japanese trading house and a Vietnamese distributor: 49%, 51% or 50%
A Japanese group and a Vietnamese family company plan a joint venture to distribute industrial consumables. They are deciding between 49/51, 51/49 and 50/50. Illustrative; the market access conditions for wholesale distribution are met in each case.
| 49% Japanese | The joint venture is at or below the threshold. It needs no IRC for its own future warehouses, invests as a domestic investor, and faces no Article 21 registration when it later buys a regional distributor. The Japanese partner relies on the charter for protection: reserved matters, board seats and a put option (Chapter 2, section 2.4). |
|---|---|
| 51% Japanese | The joint venture is a foreign investor for every later step: IRC for each new project, Article 21 registration when it acquires a regional distributor whose lines are conditional or where its stake crosses 50%, the investment capital account and quarterly reports. In return the Japanese partner controls ordinary resolutions, though not the 65% and 75% matters. |
| 50% / 50% | At the threshold, not above it: domestic-investor treatment. Deadlock risk is high, so the charter needs casting-vote, escalation and buy-sell mechanics, and the registration office will apply the charter's thresholds as written. |
| A later transfer | If the Vietnamese partner sells 2% to the Japanese group three years on, the transfer itself requires Article 21 registration (ownership increasing above 50%), the joint venture becomes a foreign investor for subsequent projects, and the Vietnamese seller is taxed on its gain as ordinary income while a foreign corporate seller would pay 2% of gross proceeds. |
The dual-national option under Decree No. 96/2026/ND-CP lets a Vietnamese citizen who also holds foreign nationality choose either regime; the choice is made at registration and governs the investor's later procedures.
Equal treatment, and where the differences lie
Article 5 requires the State to treat investors equally and to protect their lawful property and income, and Chapter II of the law gives every investor the same guarantees against nationalisation and performance requirements (Investment guarantees and treaties). The practical differences for a foreign investor are therefore procedural and sectoral rather than a matter of principle: the market access list, the IRC and its reporting, the investment capital account, the land regime, the business licence that a foreign-invested trader needs for distribution and retail, the compulsory audit, and the sector-specific caps in banking, telecommunications, aviation, publishing and a handful of other industries. An investor who understands those differences can plan around them; an investor who assumes Vietnam treats foreign capital with suspicion will over-structure.
The authorities you will deal with
The 2025 restructuring of the Government changed the names on most of the doors. The Ministry of Finance (MOF), which absorbed the former Ministry of Planning and Investment, leads State management of investment under Article 44 of the law: it drafts investment policy, appraises projects for the Prime Minister, operates the National Investment Information System, publishes the market access conditions and oversees economic zones. State management of industrial parks passed to the Ministry of Industry and Trade on 15 September 2026 under Government Resolution No. 66.25/2026/NQ-CP, which applies until 28 February 2027 unless extended; the zone management boards that issue IRCs inside the parks are unaffected (Industrial parks and economic zones). Within the ministry, the Foreign Investment Agency handles foreign direct investment policy and statistics.
At provincial level, Article 27 places the Department of Finance (Sở Tài chính) in charge of IRCs for projects outside the zones and of Article 21 registrations, and the management board (Ban Quản lý) of each industrial park, export processing zone, high-tech zone or economic zone in charge of projects inside it. The Department of Finance also houses the business registration office. Investment policy approval comes from the National Assembly, the Prime Minister or the provincial People's Committee chairman according to the project category (Article 25), with the appraisal run by the Department of Finance or, for Prime Ministerial projects, the ministry. The Tax Department (Cục Thuế, formerly the General Department of Taxation) under the Ministry of Finance administers tax; the State Bank of Vietnam the capital account and foreign loans; the Ministry of Home Affairs labour policy and the provincial People's Committees work permits; the Ministry of Agriculture and Environment land and environmental permits; and the Ministry of Industry and Trade trading licences, energy, petroleum and, since 15 September 2026, geology and minerals. Chapter 1 of the investor FAQs and the Useful links page list the websites and contacts.
Which authority does what
| Step | Authority | Legal basis |
|---|---|---|
| Investment policy approval (where required) | National Assembly, Prime Minister or provincial People's Committee chairman; zone management boards for provincial-level projects in their zones | Articles 24 and 25, Law on Investment |
| Investment Registration Certificate | Provincial Department of Finance (outside zones); zone management board (inside zones) | Article 27, Law on Investment; Decree No. 96/2026/ND-CP |
| Registration of a capital contribution or share purchase | Provincial Department of Finance | Article 21, Law on Investment |
| Enterprise Registration Certificate | Business registration office of the provincial Department of Finance, via the National Business Registration Portal | Law on Enterprises; Decree No. 168/2025/ND-CP as amended by Decree No. 296/2026/ND-CP |
| Quarterly and annual project reports | Investment registration authority and local statistics office, via the National Investment Information System | Article 47, Law on Investment; Article 94, Decree No. 96/2026/ND-CP |
| Investment incentives | Recorded in the IRC; claimed with the tax, customs and land authorities | Articles 15 to 18, Law on Investment; CIT Law; Export and Import Duties Law; Land Law |
| Investor-State disputes | Negotiation and mediation first; Vietnamese arbitration or courts unless a contract or treaty provides otherwise; coordinated under Decision No. 14/2020/QD-TTg | Article 13, Law on Investment |
Online filing and documents from abroad
IRC applications and investment reports go through the National Investment Information System, and company filings through the National Business Registration Portal (dangkykinhdoanh.gov.vn); both accept filings by an authorised person holding a digital signature, so a founder need not travel to Vietnam for the paperwork. Decree No. 296/2026/ND-CP requires both the principal and the authorised filer to complete electronic authentication for key filings, or to supply identity documents where the principal has no electronic account. Foreign public documents require a Vietnamese translation and, since Vietnam began applying the Apostille Convention on 11 September 2026, an apostille from the issuing state replaces consular legalisation for documents from states that have not objected to Vietnam's accession; documents from other states are still legalised at a Vietnamese mission. The banks retain their own identification requirements, which do require the legal representative's presence (Setting up a company step by step).
Questions investors ask about the law and the authorities
Which law governs foreign investment in Vietnam in 2026?
Law No. 143/2025/QH15 on Investment, in force since 1 March 2026, implemented by Decree No. 96/2026/ND-CP of 31 March 2026. It replaced Law No. 61/2020/QH14 and Decree No. 31/2021/ND-CP. A further amending law, No. 24/2026/QH16, revises the conditional business lines from 1 March 2027.
Is a 50% foreign-owned company a foreign investor in Vietnam?
No. Under Article 20 a Vietnamese company follows the foreign-investor conditions and procedures only when foreign investors hold more than 50% of its charter capital. At exactly 50% or below it invests as a domestic investor, needs no IRC for new projects and is outside the market access list.
Who issues the Investment Registration Certificate?
The provincial Department of Finance for projects outside industrial parks and economic zones, and the zone's management board for projects inside them (Article 27). The Department of Planning and Investment no longer exists; its functions moved to the Department of Finance in 2025.
Does Vietnam accept apostilled documents?
Yes, from 11 September 2026, for public documents issued in states that have not objected to Vietnam's accession to the Apostille Convention. Documents from other states are still legalised at a Vietnamese embassy or consulate, and all foreign-language documents need a certified Vietnamese translation.
Does the Law on Investment treat foreign and Vietnamese investors differently?
In principle no: Article 5 requires equal treatment and Chapter II gives the same guarantees to all investors. The differences are procedural and sectoral: the market access list, the IRC, the investment capital account, the land regime, trading licences and sector ownership caps.
Terms you will meet in the documents
| English | Vietnamese | Meaning |
|---|---|---|
| Law on Investment | Luật Đầu tư | Law No. 143/2025/QH15. |
| Foreign investor | Nhà đầu tư nước ngoài | A foreign national or an organisation formed under foreign law (Article 3). |
| Domestic investor | Nhà đầu tư trong nước | A Vietnamese national or a Vietnamese organisation with no foreign member. |
| Foreign-invested economic organisation | Tổ chức kinh tế có vốn đầu tư nước ngoài | A Vietnamese company with a foreign member or shareholder; a foreign investor for procedures when more than 50% foreign-owned (Article 20). |
| Investment project | Dự án đầu tư | A set of proposals for the use of capital over a period in a location. |
| Business investment | Đầu tư kinh doanh | The investor's commitment of capital to business activity in any of the forms the law recognises. |
| Department of Finance | Sở Tài chính | The provincial authority that issues IRCs and houses the business registration office. |
| Management board | Ban Quản lý khu công nghiệp / khu kinh tế | The authority for projects inside an industrial park, export processing zone, high-tech zone or economic zone. |
| National Assembly | Quốc hội | The legislature; 'QH15' and 'QH16' in a citation identify the fifteenth and sixteenth legislatures. |
Related in this guide
Related investor FAQs
- Which law governs foreign investment in Vietnam?
- Who counts as a "foreign investor" under Vietnamese law?
- Do foreign investors get the same treatment as Vietnamese investors?
- Which government bodies deal with investors, and what does the Ministry of Finance do?
- Can I register a company without visiting Vietnam?
Official sources
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