The Government of Vietnam has officially promulgated Decree 96/2026/ND-CP on 31 March 2026 providing guidance on the new Law on Investment, introducing sweeping modernizations to the investment landscape (“Decree 96”). Replacing previous regulations (Decrees 31/2021/ND-CP, 19/2025/ND-CP, and 239/2025/ND CP), this framework marks a strategic shift for foreign investors with positive outlook for market entry. Key highlights for foreign investors:
- Entity Establishment Prior to Investment Registration: In a major departure from past procedural rigidities, foreign investors may now establish an economic organization before obtaining an Investment Registration Certificate (IRC). Investors are granted a 12-month window post-establishment to supplement the IRC procedures, providing crucial flexibility for structuring transactions and preparing initial operational conditions.
- Special Investment Procedures & Exemptions: To accelerate project deployment in high-priority zones (industrial parks, export processing zones, free trade zones, and high-tech parks), eligible investors can bypass traditional, prolonged appraisal processes for construction, environment, and fire prevention. By opting for a registration-and-commitment model, licensing timelines are drastically reduced (e.g., target 15-day IRC issuance in designated areas like Ho Chi Minh City).
- Shift to High-Tech and Green Energy Incentives: Investment incentives are decisively pivoting away from labor-intensive sectors toward future-forward industries. Priority incentives are now targeted at semiconductor chips, AI data centers, 5G+ mobile infrastructure, and green energy projects.
- Mandatory Disbursement Thresholds: To ensure a level playing field and reward genuine capital commitments, Decree 96 introduces strict disbursement disciplines. Investment incentives are strictly tied to actual capital injections, protecting serious international developers and filtering out speculative registrations.
- Annual Review of Market Barriers: The Ministry of Finance will conduct annual reviews to publish and trim the lists of conditional business sectors, systematically dismantling unnecessary pre-licensing barriers and fostering a highly competitive, open market.
- Limited supplementation: Authorities may only request supplementation on identified deficiencies, rather than through open-ended iterative review.
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For more information on the above, please do not hesitate to contact the author Dr. Oliver Massmann under [email protected]. Dr. Oliver Massmann is the General Director of Duane Morris Vietnam LLC.
