Vietnam Investment Law for Foreign and Local Investors: FAQs
Vietnam's investment regime is built around Law No. 143/2025/QH15 on Investment, in force since 1 March 2026, and Decree No. 96/2026/ND-CP, administered by the Ministry of Finance, provincial Departments of Finance and the management boards of industrial parks and economic zones. These ten answers explain market access, who is treated as a foreign investor, when an Investment Registration Certificate is needed, and how the position differs for Vietnamese investors.
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Is Vietnam open to foreign investment in all sectors?
Mostly, on a negative-list basis. Under Articles 5 and 8 of Law No. 143/2025/QH15 on Investment, investors may do business in any line the law does not prohibit, and foreign investors enjoy the same market access as domestic investors except in lines on the Government's restricted list. Appendix I of Decree No. 96/2026/ND-CP lists 23 lines closed to foreign investors, such as press and news-gathering, investigation and security services, notarial and bailiff services and public postal services, and 62 lines open only on conditions, including banking, insurance, telecoms, education, real estate, logistics and legal services. Sector licences and conditional business-line rules apply on top of market access.
The main statute is Law No. 143/2025/QH15 on Investment, passed on 11 December 2025 and in force from 1 March 2026, with its Article 7 and the annex of conditional business lines applying from 1 July 2026. It replaced Law No. 61/2020/QH14. It is implemented by Decree No. 96/2026/ND-CP of 31 March 2026, which replaced Decree No. 31/2021/ND-CP. It works alongside Law No. 59/2020/QH14 on Enterprises (amended by Law No. 76/2025/QH15), the Land Law, tax laws and sector laws. A further amending law, No. 24/2026/QH16, takes effect on 1 March 2027 and revises the list of conditional business lines.
Who counts as a "foreign investor" under Vietnamese law?
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 members or shareholders is a foreign-invested economic organisation, but under Article 20 it must follow the foreign-investor conditions and procedures when it invests further only if foreign investors hold more than 50% of its charter capital (or most general partners are foreign individuals), 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. Under Decree No. 96/2026/ND-CP, a Vietnamese citizen who also holds foreign nationality may choose either regime.
Do foreign investors get the same treatment as Vietnamese investors?
Largely, yes. Article 5 of the Law on Investment requires the State to treat investors equally, and Chapter II gives every investor core guarantees: lawful assets are not nationalised or confiscated by administrative measures (Article 9); the State will not impose local-content, export-ratio or similar performance requirements (Article 10); foreign investors may transfer capital, liquidation proceeds and income abroad after meeting their financial obligations (Article 11); and incentives already granted are protected if the law changes (Article 12). The practical differences are the foreign market-access list, the IRC procedure for foreign-led projects, and separate rules on land-use rights and housing ownership.
Which government bodies deal with investors, and what does the Ministry of Finance do?
Since the 2025 government restructuring, 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 on Investment: it drafts investment policy, appraises Prime Ministerial projects, runs the National Investment Information System and oversees industrial parks and economic zones. Under Article 27, Investment Registration Certificates are issued by the provincial Department of Finance (formerly the Department of Planning and Investment) for projects outside zones, and by the management boards of industrial parks, export processing zones, high-tech zones and economic zones for projects inside them. The Department of Finance also houses the provincial business registration office.
Do I need an Investment Registration Certificate (IRC)?
Yes, if you are a foreign investor carrying out an investment project, or a company more than 50% foreign-owned within Article 20. Article 26 of the Law on Investment says domestic investors and companies at or below that threshold do not need one, nor does buying shares or capital in an existing company, although some acquisitions must first be registered under Article 21, for example where foreign ownership rises above 50% or the target is in a conditional sector. For projects not needing investment policy approval, Article 39 of Decree No. 96/2026/ND-CP sets a ten-working-day decision period after a valid dossier, and applications can be filed online with digital signatures.
When is investment policy approval needed, and who gives it?
Investment policy approval is an upstream decision on a project's objectives, location, scale, timetable and investor, required only for the categories in Article 24 of the Law on Investment. These include projects seeking land allocation or lease without auction or tender, or a change of land use; housing and urban-area projects; golf courses; industrial park infrastructure; major seaports, airports and new airlines; casinos; oil and gas processing; and foreign investors' projects in telecoms with network infrastructure, afforestation, publishing and press. Under Article 25 the National Assembly, the Prime Minister or the provincial People's Committee chairman approves according to category, and zone management boards approve provincial-level projects located in their zones.
How long can an investment project last, and can it be changed or terminated?
Under Article 31 of the Law on Investment, a project may run for up to 50 years, or up to 70 years inside an economic zone and for certain projects in disadvantaged areas, slow-payback projects, high-tech park infrastructure and special-incentive projects; it can be extended on expiry unless it uses outdated technology or involves transfer of assets to the State without compensation. Investors adjust the IRC when its main contents change (Article 33) and may transfer projects under Article 34. The registration authority may terminate a project under Article 36, for example 24 months after a missed implementation deadline without an approved extension, if a required deposit is not paid, or under a court judgment or arbitral award.
What ongoing reporting obligations do investors have?
Article 47 of the Law on Investment and Article 94 of Decree No. 96/2026/ND-CP require the organisation implementing a project to report quarterly, before the 10th day of the first month of the next quarter, and annually, before 31 March of the following year, to the investment registration authority and the local statistics office, online through the National Investment Information System. Reports cover capital disbursed, net revenue, exports, imports, labour, taxes paid and land use, with profit, R&D and environmental data added annually. Domestic investors whose projects need no IRC must report to the registration authority before implementing the project, and any investor must give written notice before suspending a project (Article 35).
Is there a minimum investment amount, and must I post a deposit?
There is no general minimum: the Law on Investment sets no investment floor, although authorities check the investor's financial capacity and regulated sectors carry their own capital rules. A deposit arises only where the investor asks the State to allocate or lease land or permit a change of land use. Article 30 then requires a deposit or a bank guarantee of the deposit, unless the land was won at auction or tender or another exception applies. Under Article 27 of Decree No. 96/2026/ND-CP the rate is 3% of investment capital up to VND 300 billion, 2% from VND 300 billion to VND 1,000 billion and 1% above that, with 25% or 50% reductions for incentivised sectors or disadvantaged areas.
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This page gives legal and tax information, not legal advice. Rates, thresholds and procedures change; the answers are re-checked against official sources every month, but you should confirm anything important with the relevant authority or a licensed Vietnamese lawyer before you act.