On 11 December 2025, the National Assembly officially passed the Law on Investment 2025, replacing the current Law on Investment 2020, marking an important adjustment in the legal framework governing investment activities in Vietnam. Prior to this, ATA Legal Services had updated, analyzed, and provided its viewpoints on the key contents of the Draft Law on Investment dated September 2025 (“Draft 1”): DRAFT LAW ON BUSINESS INVESTMENT: SIMPLIFICATION OF PROCEDURES IN BUSINESS INVESTMENT, and the Draft Law on Investment dated November 2025 (“Draft 2”): DRAFT LAW ON INVESTMENT SUBMITTED FOR NATIONAL ASSEMBLY APPROVAL: EMPOWERING THE HEAD OF GOVERNMENT AND LOCAL AUTHORITIES IN INVESTMENT MANAGEMENT AND DECISION-MAKING.
Continuing this update series, in this article, ATA Legal Services summarizes and analyzes the key notable new points of the Law on Investment 2025, based on a comparison with the current Law on Investment as well as Draft 1 and Draft 2, to assist our valued clients in promptly grasping important changes and preparing appropriate application plans in practice.
1. Adjustment of the list of incentivized investment sectors, conditional business lines, and prohibited business lines
1.1. Addition of prohibited business lines and incentivized investment sectors
Compared with Draft 2, the Law on Investment 2025 has made the following adjustments to the list of investment and business lines:
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Addition of “Business of electronic cigarettes and heated tobacco products” to the list of prohibited investment and business lines;
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Addition of “Development of the pharmaceutical industry” as an incentivized investment sector;
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Addition of high-tech zones and high-tech agricultural application zones as incentivized investment locations.
Inheriting the principles of the Law on Investment 2020, the Law on Investment 2025 continues to provide only general provisions on sectors entitled to investment incentives and assigns the Government to promulgate the detailed list of specific sectors.
1.2. Conditional business lines may not require licensing but only disclosure of business conditions and post-inspection management
Compared with Draft 1 and Draft 2, the Law on Investment 2025 adjusts the List of Conditional Investment and Business Lines set out in Appendix IV (“List”), specifically as follows:
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Certain business lines removed from the List under Draft 1 and Draft 2 but still identified as conditional business lines under the Law on Investment 2025, such as:
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Accounting services;
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Judicial appraisal services (regardless of appraisal fields);
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Practice of consultancy services for construction investment project management.
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Certain business lines not proposed for removal under Draft 1 and Draft 2 but removed under the Law on Investment 2025 and no longer classified as conditional business lines, such as:
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Customs clearance services;
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Insurance auxiliary services;
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Energy auditing services;
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Temporary import for re-export of goods subject to special consumption tax;
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Temporary import for re-export of used goods;
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Sea towing services;
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Maritime safety assurance services;
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Aviation safety assurance services;
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Airport aviation services;
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Multimodal transport services;
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Operation and management services of apartment buildings.
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Addition of business lines to the List, such as:
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Support services for transactions on the domestic carbon trading exchange;
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Chemical storage services and specialized chemical consultancy activities;
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Business of products for environmental treatment in aquaculture;
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Provision of mobile money services.
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- At the same time, the Law on Investment distinguishes two types of conditional investment and business lines, including: (i) those requiring licensing or certification prior to conducting investment and business activities, and (ii) those only requiring disclosure of business requirements and conditions and subject to post-inspection management. Accordingly, the Government will, based on the list of conditional business lines provided in the Law, publicly specify the detailed list of these two types.
2. Delegation to the Government to provide detailed regulations on capital scale and disbursement timelines for investment projects eligible for special incentives and support
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Entities eligible for special investment incentives and support remain unchanged compared to Draft 2, including:
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Newly established projects for innovation centers, research and development centers; projects investing in infrastructure for large data centers, cloud computing infrastructure, mobile infrastructure from 5G and above, and other digital infrastructure in strategic technology sectors;
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Investment projects in strategic technology sectors and production of strategic technology products with investment capital scale and disbursement timelines as prescribed by the Government;
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The National Innovation Center;
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Investment projects for production of key digital technology products; projects for research and development, design, manufacturing, packaging, and testing of semiconductor chips; projects for construction of artificial intelligence data centers in accordance with the law on digital technology industry, with investment capital scale and disbursement timelines as prescribed by the Government;
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Other investment projects (including new investment projects and expansion projects) in sectors entitled to special investment incentives, with investment capital scale and disbursement timelines as prescribed by the Government.
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For projects eligible for special investment incentives that are subject to requirements on investment capital scale and disbursement progress, the Law on Investment 2025 assigns the Government to provide detailed regulations, instead of stipulating directly in the Law as under Draft 2.
3. The National Assembly shall approve investment policy for projects requiring special mechanisms and policies
3.1. Addition of projects subject to investment policy approval
Compared with Draft 2, the Law on Investment 2025 basically retains cases of projects subject to investment policy approval, including:
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Investment projects requesting the State to allocate land, lease land, or permit change of land use purpose, implemented in areas affecting national defense and security;
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Investment projects for construction and operation of golf courses, except for projects for housing construction or urban area development where land is allocated or leased through land use right auction or bidding for investor selection;
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Projects proposing the use of land and sea areas;
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Projects with significant environmental impact or implemented in areas affecting national defense and security;
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In addition, projects such as construction of technical infrastructure for industrial clusters, mineral exploitation projects, investment projects of individuals not subject to land approval under land laws, or certain other projects as prescribed by the Government, will not be required to obtain investment policy approval.
3.2. The National Assembly shall approve investment policy for projects requiring special mechanisms and policies
Building upon and further developing Draft 2, the Law on Investment 2025 clearly decentralizes the authority to approve investment policy as follows:
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The National Assembly shall only approve investment policy for projects requiring the application of special mechanisms and policies (under Draft 2, this authority would belong to the Government after obtaining consent from the Standing Committee of the National Assembly);
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The Prime Minister and the Chairpersons of Provincial People’s Committees (replacing the Provincial People’s Committees previously) shall approve investment policy for project groups similar to those under Draft 2.
4. Expansion of the scope of application of special investment procedures
Under the Law on Investment 2025, investment projects in industrial zones, export processing zones, high-tech zones, concentrated digital technology zones, free trade zones, international financial centers, and functional zones within economic zones, except for projects subject to investment policy approval as prescribed by the Government, are entitled to opt for registration under special investment procedures.
Accordingly, compared with Draft 2 and the Law on Investment 2020, the Law on Investment 2025 assigns the Government the authority to specify in detail the projects eligible for special investment procedures, similar to the approach adopted in Draft 1.
5. Expansion of cases where outward investment projects are not required to carry out investment registration procedures
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Outward investment projects that (i) have capital below the threshold prescribed by the Government, or (ii) are associated with national defense and security, or (iii) belong to state-owned groups or corporations, only need to register foreign exchange transactions with the State Bank of Vietnam to transfer funds abroad.
Under Draft 1 and Draft 2, the regulation set a fixed threshold of VND 20 billion, below which outward investment projects were not required to carry out outward investment registration procedures but only foreign exchange transaction registration.
In contrast, the Law on Investment 2025 does not set a specific capital threshold but assigns the Government to prescribe the applicable threshold, whereby projects falling below such threshold are not required to obtain an Outward Investment Registration Certificate.
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The Law on Investment 2025 officially abolishes the procedure for approval of outward investment policy; however, for outward investment projects with large capital scale or projects proposing the application of special support mechanisms and policies, the Ministry of Finance shall report to the Prime Minister for consideration and approval prior to the issuance or amendment of the Outward Investment Registration Certificate.
The Law on Investment 2025 takes effect from 01 January 2026.
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In particular, the provisions on the List of Conditional Investment and Business Lines take effect from 01 July 2026.
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Provisions on amendments and supplements to certain articles of the Law on Railways take effect immediately from 01 January 2026./.
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