Vietnam’s foreign-investment rules changed materially in 2026. Investors planning a new company, acquisition or project should distinguish between the rules currently in force and amendments that have been enacted but are not yet effective.
As at 23 October 2026, the core current framework is the Law on Investment 143/2025/QH15, effective from 1 March 2026, together with Decree 96/2026/ND-CP, effective from 31 March 2026. Law 24/2026/QH16 was enacted on 24 August 2026 but takes effect on 1 March 2027. It should therefore be treated as a future change, not as the governing law for a 2026 filing.
What law currently governs foreign investment in Vietnam?
The Law on Investment 143/2025/QH15 provides the main statutory framework for investment activities, including foreign-investor market access, investment forms, investment projects, investment registration and the treatment of economic organisations with foreign investment.
Decree 96/2026/ND-CP provides detailed rules and implementation guidance. For a real transaction, these instruments must be read together with the Enterprise Law and the specialised legislation governing the proposed sector.
What foreign investors should check before filing
A legal review should answer more than whether foreign investment is generally allowed. The filing route depends on the investor, activity, project and transaction structure.
- Market access: determine whether the activities are open or subject to conditions for foreign investors.
- Ownership: check whether 100% foreign ownership is available or a sector-specific cap or local-partner condition applies.
- Entry route: compare a new company, acquisition, investment project or BCC structure.
- IRC/ERC sequence: identify the correct investment and enterprise-registration sequence for the chosen route.
- Location and project facts: confirm whether land, premises, construction, environment or project approval issues affect the investment.
- Operating licences: identify licences required before the business actually starts the regulated activity.
- Post-investment compliance: plan capital contribution, reporting, accounting, tax, labour and licence maintenance.
Market access remains the first substantive filter
A proposed Vietnam company may list several business activities, but foreign-investor access must be assessed activity by activity. Where the activity is subject to a market-access condition, the investor must satisfy the applicable ownership, investment-form, scope, qualification or other conditions.
For this reason, an enterprise registration is not by itself evidence that every intended business activity may be carried out without further review or licensing. See our guide to foreign ownership limits in Vietnam.
The legal framework supports different entry routes
Foreign investors should select the route that fits the commercial plan rather than assuming that every investment begins with the same incorporation sequence.
- New company: suitable for a dedicated Vietnam operating entity.
- Capital contribution or share acquisition: suitable for entry into an existing company, subject to applicable registration and approval conditions.
- Investment project: important where project objectives, capital, location and implementation schedule must be registered or approved.
- BCC: useful for certain cooperation structures without creating a jointly owned company.
See Foreign Investment Structures in Vietnam for a planning comparison.
Do not assume every foreign-invested company follows the same IRC/ERC sequence
The 2026 framework requires the sequence to be analysed against the actual route and facts. In appropriate cases, an eligible foreign investor may establish an economic organisation before completing the relevant IRC procedure. This should not be interpreted as a blanket exemption from investment registration or project requirements.
Use the IRC guide and company formation service for the detailed route.
Acquisitions require both investment and transaction review
When a foreign investor acquires shares or capital interests, the legal analysis should cover the registration trigger, market-access conditions and the target company’s existing compliance position. Due diligence, transaction documents and closing conditions are separate workstreams from the investment registration itself.
See our capital contribution and share acquisition service, legal due diligence and M&A service.
What about Law 24/2026/QH16?
Law 24/2026/QH16 amends the Law on Investment but, according to the official publication, takes effect on 1 March 2027. A filing or transaction in October 2026 should not be drafted as though those amendments are already in force.
For projects that will be filed, amended or implemented after 1 March 2027, the future amendments should be reviewed in advance so that documents and transaction timing do not rely on a rule that will change during implementation.
2026 planning checklist
| Issue | 2026 planning question |
|---|---|
| Applicable law | Is the filing before or after 1 March 2027? |
| Market access | Are the proposed activities open or conditional for foreign investors? |
| Ownership | Is the intended foreign ownership percentage permitted for every material activity? |
| Entry structure | New company, acquisition, project or BCC? |
| Investment registration | Is an IRC or another investment procedure required for this route? |
| Operating licences | What approvals are required before revenue-generating operations? |
| Ongoing compliance | What capital, reporting, tax, accounting, labour and licence obligations follow? |
Information to prepare for a legal route review
Prepare the investor’s nationality or place of incorporation, proposed activities, ownership structure, investment capital, project location, intended timetable, whether an existing company is being acquired, and any regulated licence that the business expects to use.
Duong Tri Law can then map the current 2026 framework to the specific filing sequence and identify future-effective changes that may affect implementation.
Related guidance and services
- Foreign investment legal advice in Vietnam
- Foreign investment structures in Vietnam
- Foreign ownership limits in Vietnam
- Investment Registration Certificate guidance
Legal reference note. This guide reflects the law in force on 23 October 2026. Future-effective amendments should be checked again when the filing date approaches.