The Government completes a breakthrough legal framework to attract investment in the new context

On March 31, 2026, the Government issued Decree 96/2026/ND-CP guiding the implementation of the Law on Investment 2025 (Decree 96), marking an important step forward in perfecting the legal framework for investment in Vietnam. In the context of competition to attract investment capital between countries, especially in the fields of high technology, digital economy and green economy, this Decree clearly shows the strong reform orientation in the direction of simplifying procedures, strengthening post-inspection and selecting high-quality capital flows of Vietnam.

The core point of this mechanism is that the applicable projects will be exempt from carrying out all pre-inspection procedures.

Specific guidance on special investment procedures

Decree 96 has concretized the regulations on dossiers and procedures for implementation of special investment procedures. In addition to identifying projects subject to special investment procedures in accordance with the provisions of the Law on Investment 2025, Decree 96 also clearly stipulates a number of exceptions that are not subject to the application of this mechanism, including some projects subject to investment policy approval when implemented in economic zones.  free trade zones, as well as investment projects on construction and business of infrastructure of industrial parks, export processing zones and concentrated digital technology parks.

The core point of this mechanism is that the applicable projects will be exempt from carrying out all pre-inspection procedures. Instead, investors only need to submit a written commitment, which includes contents related to compliance with conditions, standards and technical regulations in accordance with the law on construction, environmental protection, technology transfer and fire prevention. The commitment also includes a preliminary assessment of the suitability of the project in accordance with these requirements. The Decree also requires investors to commit to fully comply with relevant legal provisions, not to commit prohibited acts and take full responsibility in case of failure to properly implement the committed contents.

The Management Board of industrial parks, export processing zones, hi-tech parks and economic zones shall be the focal point for receiving, evaluating and issuing Investment Registration Certificates (IRCs) within 15 working days. This IRC attached to the investor's commitment will be sent to specialized management agencies to serve post-inspection, helping to minimize overlap in authority and improve transparency.

The investor noted that Decree 96 also establishes a strict inspection and supervision mechanism during the project implementation phase. Accordingly, the investor must be responsible for fully implementing the commitments made, and at the same time the competent state agency shall carry out inspection and supervision throughout the project implementation process. In case the project does not meet the committed conditions and standards, the investor may be sanctioned for administrative violations, stop or terminate the operation of the registered project.

Investors may establish enterprises before being registered for investment projects

Decree 96 provides detailed guidance for the new investment mechanism that allows foreign investors to choose one of two ways of investing in Vietnam: (i) establish an economic organization first, then carry out the procedures for granting an Investment Registration Certificate; or (ii) carry out the procedures for granting an investment registration certificate first and then establish an economic organization. This regulation provides significant flexibility in the structuring of investment transactions, especially suitable for projects that need to be implemented quickly or require a legal entity to prepare the initial conditions.

Allowing investors to establish economic organizations before registering investment does not mean "dropping the door" without control. Firstly, the enterprise registration dossier must include the content of the commitment to meet the market access conditions for foreign investors. This is a "filtering" mechanism from the beginning to ensure that investors do not exceed restrictions on industries, trades or ownership ratios according to laws and international treaties. Secondly, a time limit of 12 months is set for the economic organization to complete the procedures for granting the Investment Registration Certificate and at the same time limit the scope of operation of the enterprise in this period. Specifically, enterprises are only allowed to implement investment projects after being granted an Investment Registration Certificate, and the addition of business lines is also "suspended" until that time.

Decree No. 96/2026/ND-CP dated March 31, 2026, provides detailed regulations and guidance on the implementation of several articles of the Investment Law. Source: Government Newspaper

Addition of new key preferential fields and areas

Instead of spreading incentives to labor-intensive processing industries such as textiles, wood, and footwear in the past, Decree 96 stipulates a spearhead focus on future fields such as semiconductor chips, AI data centers, 5G+ mobile infrastructure, and green energy. At the same time, investment incentive areas have also been expanded to cover new economic models such as concentrated digital technology parks, free trade zones and international financial centers. This shift helps Vietnam compete directly with countries such as Thailand, Malaysia or India in attracting large technology corporations.

The outstanding strength of the new incentive mechanism is the establishment of clear quantitative criteria associated with strict disbursement discipline. Specifically, projects to establish new R&D centers and investment projects to build digital infrastructure in the field of strategic technology need to have a capital of VND 3,000 billion and must disburse at least VND 1,000 billion in 3 years; while the group of investment projects in the production of key digital technology products, projects related to semiconductor chips, and data center construction projects need capital of VND 6,000 billion and must fully disburse VND 6,000 billion in 5 years. The regulation of the mandatory disbursement threshold has directly eliminated the situation that projects register capital on paper only to keep land and enjoy incentives but are slow to pour capital in practice. Granting only outstanding tax and land rent incentives to projects that pour real capital will help Vietnam attract the desired capital flow.

Changing the mindset of managing conditional business lines

The classification, review and assessment of the implementation of conditional business investment sectors and trades in Decree 96 represents a great step forward in state management thinking, shifting the focus from "pre-inspection" to "post-inspection" and continuously purifying the Government's business barriers.

About the classification. Annually, the Ministry of Finance shall assume the prime responsibility for reviewing and reporting to the Government to clearly announce 02 lists: (1) List of industries and trades subject to licensing and certification before operation (pre-inspection) and (2) List of industries and trades subject to the method of announcing requirements and conditions for management under "post-inspection". This regulation concretizes the principles of the Law on Investment 2025, forcing management agencies to continuously consider to cut unnecessary application procedures, creating maximum convenience for businesses to enter the market.

Regarding the mechanism for reviewing and evaluating the implementation of the Economic Investment Plan. Annually, ministries and ministerial-level agencies shall review and assess the implementation of regulations on business investment and business investment conditions within the scope of their management functions. The management agency shall assess the effectiveness and efficiency based on changes in socio-economic, technical, technological conditions and sector management requirements, then make proposals to amend, supplement or abolish business investment conditions.[1] This helps to avoid the situation of "sub-licenses" regrowing after reforms. In particular, for foreign investors, it reaffirms the principle: except for industries in the "Restricted Market Access List", foreign investors enjoy the same access and fair treatment as domestic investors.[2]

Overall, Decree 96 has established a new legal framework with many breakthrough reforms. However, along with the advantages is the increase in the compliance responsibility of investors in the process of investing and doing business in Vietnam. These regulations require businesses to be more proactive in legal control and project operation management according to the new strategy: more methodical and standardized.

Lawyer Nguyen Van Phuc - Nguyen Thi Kieu Khanh

HM&P Law Firm