On 11 December 2025, the National Assembly of Vietnam promulgated the Law on Investment No. 143/2025/QH15 (“Law on Investment 2025”), replacing the Law on Investment No. 61/2020/QH14 and its amending and supplementing instruments (“Law on Investment 2020”). Effective from 1 March 2026, the Law on Investment 2025 sets out regulations on investment and business activities in Vietnam as well as outbound investment activities from Vietnam, introducing numerous new provisions and changes compared to the Law on Investment 2020.

This article analyzes several noteworthy new provisions of the Law on Investment 2025, with a focus on changes to the procedures for implementing new investment projects applicable to foreign investors, the duration of investment projects, particularly projects involving land use, and thereby clarifies the impacts of the new regulations on investors’ investment activities.

1. Procedures for implementing investment projects applicable to foreign investors

(a) The procedures for implementing domestic investment projects by foreign investors (“FI”) under the Law on Investment 2020 and the Law on Investment 2025 are illustrated in the following diagram:

(b) Under the Law on Investment 2020, FI was only permitted to carry out the procedures for obtaining an Enterprise Registration Certificate (“ERC”) to establish an economic organization implementing the investment project (the “Project Company”) after having an approved investment project and completing the procedures for the issuance or amendment of the Investment Registration Certificate (“IRC”). [1] For projects subject to investment policy approval, the IRC could only be issued after the competent authority had issued the decision on investment policy approval and completed the selection of the investor.[2] Accordingly, under the former regime, the procedural sequence was established as follows: (i) investment policy approval (if applicable) → (ii) investor selection → (iii) issuance of IRC → (iv) issuance of ERC.

(c) The Law on Investment 2025 adopts a different approach by allowing an FI to establish the Project Company prior to carrying out the procedures for the issuance or amendment of the IRC.[3] In this case, the assessment of market access conditions applicable to the FI will be conducted at this initial stage[4], rather than at the stage of investment policy approval (in cases where investment policy approval with concurrent investor approval is granted) or at the IRC application stage as under the previous regime.[5] In addition, the Law on Investment 2025 no longer expressly regulates the relationship between the IRC and the decision on investment policy approval as under the Law on Investment 2020, but instead delegates the Government to provide detailed regulations on the sequence and procedures for applying for the IRC. [6] According to the Draft Decree dated 13 January 2026 detailing and guiding the implementation of certain provisions of the Law on Investment, the procedures for the issuance of an IRC for projects subject to investment policy approval are, in principle, maintained, meaning that the IRC shall only be issued after the issuance of the decision on investment policy approval and the completion of investor selection.[7] Accordingly, under the new approach, an FI is permitted to establish the Project Company first, followed by the procedures for obtaining investment policy approval (if applicable) and applying for the IRC for the project. In other words, the Law on Investment 2025 separates the timing of legal entity establishment from the timing of project approval and registration, instead of maintaining the strict sequential linkage as under the Law on Investment 2020.

(c) This change is generally viewed as a facilitative measure, allowing an FI to establish a commercial presence in Vietnam even before having a specific investment project. However, this change also gives rise to several legal issues that remain unclear, including the following:

• During the period pending the issuance of the IRC, how should the legal status, and the scope of rights and obligations, of the Project Company be determined?
• Is the Project Company permitted to conduct business activities or enter into commercial transactions prior to the issuance of the IRC? If so, how should the role and legal significance of the IRC within the investment project management framework be understood?
• In the decision on investment policy approval (where investment policy approval with concurrent investor approval is granted), or in the decision on investor selection through auction/tendering and the IRC, should the “investor” be identified as the FI or as the already established Project Company?
• If the IRC is not granted, is the Project Company required to be dissolved?

To clarify the above issues, it is necessary to await the official issuance of the Government’s implementing decree for the Law on Investment 2025, as well as further guidance from the Ministry of Finance and other competent authorities.

2. Regulations on the duration of investment projects

2.1. Regulations on the adjustment of project duration:

The Law on Investment 2025 introduces a two-way adjustment mechanism, allowing an investor to adjust (either increase or decrease) the duration of an investment project during the course of project implementation.[8] This represents a new development compared to the Law on Investment 2020. Under the Law on Investment 2020, an extension of the project duration was only permitted upon the expiry of the project term, provided that the investor wished to continue implementing the project and satisfied the conditions prescribed by law.[9] The Law on Investment 2020 did not allow for an increase or decrease in the project duration during the implementation phase.

2.2. Regulations on the duration of transferred investment projects:

(a) The Law on Investment 2025 establishes a more open and flexible mechanism for adjusting land use duration and the duration of investment projects in cases of project transfer, thereby facilitating the continued and effective implementation of projects by transferee investors. In particular, this regulation addresses a significant practical bottleneck affecting projects that have been stalled for many years due to the former investor’s financial incapacity, dissolution, or bankruptcy. Previously, the law only permitted the extension of the project duration and land use term upon expiry of the project, and on the condition that the project was being normally implemented. For “frozen” projects, the remaining duration at the time of transfer was often too short to ensure feasibility, while there was no clear mechanism allowing for a comprehensive reassessment of the project duration upon a change of investor. This significantly reduced incentives for new investors to participate in project transfer and restructuring transactions, particularly in the real estate sector.

(b) Accordingly, in respect of investment projects transferred and implemented prior to the effective date of the Law on Investment 2025 (1 March 2026), where the remaining duration of the project does not ensure the feasibility of the transferee investor’s financial plan or business and investment plan, the transferee investor may request the competent state authority to review and decide on the duration of the investment project when carrying out procedures for investment policy approval or adjustment thereof, or for the issuance or amendment of the Investment Registration Certificate (IRC), provided that all of the following conditions are satisfied:[10]

• A land use right certificate has been issued;
• All land-related financial obligations have been fulfilled; and
• The project does not fall within any cases of termination prescribed under Article 36 of the Law on Investment 2025.

In such cases, the project duration shall be calculated from the date of investment policy approval or adjustment thereof, or from the date of issuance or amendment of the IRC, and shall not exceed the maximum duration prescribed under Clauses 1 and 2 of Article 31 of the Law on Investment 2025. [11]

(c) This regulation is also consistent with Resolution No. 254/2025/QH15 of the National Assembly dated 11 December 2025, providing for certain mechanisms and policies to address difficulties and obstacles in the implementation of the Land Law, which takes effect from 1 January 2026 (“Resolution 254”). Specifically, Article 4.7 of Resolution 254 allows for the adjustment of land use duration for a new investor replacing an investor that has been dissolved or declared bankrupt, as well as for an investor receiving a transferred investment project involving land use. In such cases, the new investor or the transferee investor is required to make additional land rental payments in accordance with applicable laws.

(d) For projects implemented after 1 March 2026, this adjustment mechanism does not apply. This may be explained by the fact that, as analyzed in Section 2.1 above, the Law on Investment 2025 already allows investors to proactively adjust (increase or decrease) the project duration during the implementation of the investment project. Accordingly, investors may proactively adjust the project duration, particularly prior to carrying out a project transfer, in order to attract external investors to acquire the project.

[1] Article 22.1(c) Law on Investment 2020.

[2] Article 38 Law on Investment 2020 and Article 35 Decree No. 31/2021/ND-CP of the Government dated 26 March 2021 detailing and guiding the implementation of certain provisions of the Law on Investment (“Decree 31”).

[3] Article 19.2 Law on Investment 2025.

[4] Article 19.2 Law on Investment 2025.

[5] Article 38.2(dd) and 33.4(c)Law on Investment 2020.

[6] Article 26.5 Law on Investment 2025.

[7] https://cdn.thuvienphapluat.vn/phap-luat/2022-2/TTKP/Du-Thao-Nghi-Dinh-Luat-dau-tu.pdf

[8] Article 31.4 Law on Investment 2025.

[9] Article 44.4 Law on Investment 2020.

[10] Article 52.6 Law on Investment 2025.

[11] Article 52.6 Law on Investment 2025.

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