DECREE 96/2026/NĐ-CP GUIDING THE LAW ON INVESTMENT 2026 – DOES IT TRULY ADDRESS INVESTORS’ “THIRST” FOR CLARITY?

On 01 March 2026, the Law on Investment 2025 was promulgated and came into effect, introducing a number of new regulations and procedures aimed at simplifying administrative procedures and facilitating investment and business activities. (ATA Legal Services has published an article analyzing the notable changes under the Law on Investment 2025, which Clients may refer to here: LAW ON INVESTMENT 2025: CONDITIONAL BUSINESS LINES MAY NOT REQUIRE LICENSING BUT ONLY DISCLOSURE OF BUSINESS CONDITIONS AND BE SUBJECT TO POST-INSPECTION MANAGEMENT).

After a long period of anticipation, on the very last day of March, the Government issued Decree No. 96/2026/NĐ-CP (“Decree 96”), replacing Decree No. 31/2021/NĐ-CP dated 26 March 2021 detailing and guiding the implementation of certain provisions of the Law on Investment 2020 (“Decree 31”). However, many provisions under Decree 96 have not fully met the expectations and needs of investors. Below are several critical issues which, in ATA’s assessment, remain unresolved under Decree 96 and will still require additional guiding documents before they can be implemented in practice.

1. Regarding the scope of regulation: Decree 96 regulates only inbound investment, leaving outbound investment unaddressed

Decree 96 focuses solely on investment activities in Vietnam and does not provide guidance on outbound investment activities. Meanwhile, one of the most significant provisions under the Law on Investment 2025 allows certain outbound investment activities to be conducted without requiring licensing procedures.

Enterprises and investors are still awaiting official guidance from the Government regarding the investment value thresholds eligible for exemption from outbound investment licensing, as well as the corresponding procedural mechanisms.

2. Regarding the permission for foreign investors to establish economic organizations before carrying out investment registration procedures: mentioned but still lacking a workable mechanism

The Law on Investment 2025 establishes a principle allowing foreign investors to establish an economic organization in Vietnam prior to establishing an investment project. The business community and foreign investors have been highly anticipating detailed guidance on this, as allowing prior establishment would significantly facilitate investment preparation processes, including licensing.

However, Decree 96 merely mentions this principle and provides a basic framework, but still lacks the necessary mechanisms for practical implementation. Specifically, the Decree requires that the enterprise registration application include a commitment on compliance with market access conditions for foreign investors, and requires that within 12 months from establishment, the economic organization must complete investment registration procedures.

In practice, the current enterprise registration forms under Circular No. 68/2025/TT-BTC dated 01 July 2025 do notincorporate these required commitments, and business registration authorities have not yet received detailed instructions for handling such cases.

Thus, in practice, foreign investors still need to follow the traditional sequence: obtain investment registration before establishing an economic organization.

3. Special investment procedures – many uncertainties remain

The Law on Investment 2025 introduces, for the first time, a “special investment procedure” that waives numerous requirements (fire safety, environment, construction, etc.) for projects located in industrial parks, export processing zones, high-tech zones, centralized digital technology zones, free trade zones, international financial centers, and functional zones within economic zones (excluding projects requiring investment policy approval).

Decree 96 provides further guidance on the authority and procedures; however, several notable issues remain unclear:

(i) Documentation requirement: Instead of submitting full dossiers for construction, fire safety, environmental assessments, etc., investors only need to submit a commitment to comply. However, Decree 96 still requires the commitment to contain preliminary analysis and self-assessment, and still requires authorities to “evaluate the investor’s commitments” — without specifying the scope, criteria, or proof required. This may lead to inconsistent interpretations across authorities.

(ii) Time limit for issuance: Authorities must issue the Investment Registration Certificate within 15 working days. However, although Decree 96 mentions possible refusal, it does not specify grounds for refusal, the number of allowable refusals, or whether the investor may resubmit after being refused.

(iii) Projects spanning both inside and outside special zones: Decree 96 mentions these projects only for the purpose of clarifying licensing authority, but does not specify whether such projects may apply the special procedure to the portion located inside the zone or a mixed approach.

In summary, despite providing a framework, Decree 96 still leaves many aspects of the special investment procedure unworkable without further guidance.

4. Clarification needed on investment incentives for beneficiaries not tied to “investment projects”

Unlike the Law on Investment 2015, which recognized both projects and enterprises as incentive beneficiaries, Article 14 of the Law on Investment 2025 limits beneficiaries solely to investment projects that meet certain criteria and delegates further details to the Government.

Decree 96, however, expands the list to include certain enterprises or business units (Technology Enterprises; Innovation Centers; SME distribution chains; incubators; defense industry establishments…). This aligns with the economic policy direction under Resolution 68-NQ/TW.

However, this creates a “misalignment” between the Law and the Decree:
– The Law requires the incentive to be tied to an investment project;
– The Decree grants incentives to entities regardless of whether their activities constitute a registered “project”.

In practice, many authorities—especially tax authorities—continue to require an Investment Registration Certificate explicitly identifying the project scope as a condition for applying incentives. This causes major challenges for enterprises not required to obtain investment project registration in the first place.

Thus, ATA considers that the Government and/or the Ministry of Finance must issue detailed and unified guidance to ensure proper and consistent application nationwide.

Despite unresolved issues, Decree 96 introduces several positive and facilitative provisions

• Extension of project operating terms: For projects eligible for extension but not yet meeting planning compliance requirements, the authority may extend the operating term annually until commune-level land use plans are issued. Investors only need to complete extension procedures for the first year; subsequent extensions occur automatically.
• Shortened timeline for investment policy approval by Provincial People’s Committees:

Similarly, the timeline for projects located in industrial parks, export processing zones, centralized digital tech zones, high-tech zones, and economic zones has also been shortened:

Where T = date of valid dossier submission

• Reduced dossier volume: Under previous rules, investors needed to submit 4–8 hard-copy dossiers (often more in practice). Decree 96 allows submission of an electronic dossier with digital signature, or an electronic dossier plus one set of hard copies if the digital signature is not available. This significantly reduces printing and preparation costs.
• Financial statements not required to be audited:
  Decree 96 expressly states that financial statements included in the investment application are not required to be audited, unless otherwise required by specialized laws. This prevents authorities from imposing higher requirements than the law.

Decree 96 takes effect from 31 March 2026.