Foreign Investment in Vietnam – FDI Legal Support for Foreign Investors

Vietnam investment lawyers work to a statute that changed on 1 March 2026. The Investment Law No 143/2025/QH15 of 11 December 2025 replaced the 2020 Law entirely from that date. Advice written against the old article numbering is now wrong, and so are many checklists still circulating in the market. UniLaw lawyers handle foreign investment in Vietnam end to end: the investment registration certificate and the enterprise registration certificate, capital contribution and share purchase, M&A, and the compliance that follows licensing.

This page sets out what the new Law requires of a foreign investor, which authority now decides what, and where the traps sit. UniLaw acts for foreign investors, funds, joint-venture partners and project companies entering or restructuring in Vietnam.

A decided case Vietnam investment lawyers point to

Judgment No. 08/2024/KDTM-PT of 11 March 2024 — Superior People’s Court in Ho Chi Minh City, dispute over a factory lease in an industrial park in Binh Duong.

A foreign-invested company leased 30,391 m² of factory and office space for five years at USD 2.8/m²/month and paid the first deposit instalment of VND 6,691,142,270. The lease said the landlord would hand over “the necessary documents” for the tenant to obtain its business licence, but never listed which documents. When the licence did not come, the tenant treated the landlord as in breach and sued for the deposit back plus VND 1,202,175,228 in interest.

The Court of Appeal dismissed the claim in full and left the first-instance judgment standing, under Article 308(1) of the Civil Procedure Code, applying Articles 4, 298 and 315 of the Commercial Law and Articles 328, 404 and 405 of the Civil Code. Because the wording was open, the court read it against the documents the Investment Law, the Enterprise Law and the provincial industrial-zone authority actually require — not the list the tenant had in mind. The lease also penalised early termination by the landlord and said nothing about the tenant, so the deposit fell to be treated under Article 328.

Two things Vietnam investment lawyers take from it. Name every permit document in the lease, by title and issuing body, before money moves. And a deposit paid before the investment registration certificate is in hand is at risk of the tenant’s own timetable, not the landlord’s.

Decided investment cases are published on case.unilaw.vn.

The legal basis Vietnam investment lawyers work from

• Investment Law, Law No. 143/2025/QH15 of 11 December 2025, in force 1 March 2026, replacing Law No. 61/2020/QH14 — Article 7 and Appendix IV take effect only on 1 July 2026, Article 50(3) from 1 January 2026. Article 8 (market access), Article 20 (ownership test), Article 21 (registration before members or shareholders change), Articles 24-28 (approval, investor selection, special procedure).
• Decree No. 31/2021/ND-CP of 26 March 2021, amended by Decree No. 239/2025/ND-CP of 3 September 2025; Decree No. 168/2025/ND-CP of 30 June 2025 on enterprise registration.
• Land Law, Law No. 31/2024/QH15 — land for the project, and Article 41 on what may be mortgaged.
• Enterprise Law, Law No. 59/2020/QH14 — the vehicle the investment runs through.
• Civil Procedure Code, consolidated as No. 21/VBHN-VPQH of 12 February 2026, or the Law on Commercial Arbitration, consolidated as No. 60/VBHN-VPQH of 15 August 2025.

Anything decided before 1 March 2026 is read against the 2020 Law. UniLaw publishes decided cases, with the reasoning, on case.unilaw.vn.

What Vietnam investment lawyers re-check after 1 March 2026

Article 51 clause 1 of Law No 143/2025/QH15 brings the Law into force on 1 March 2026. Clause 4 states that the 2020 Investment Law No 61/2020/QH14, together with the fourteen later laws that amended it, ceases to have effect from that date.

Two carve-outs matter. Article 7 of the new Law, and the list of conditional business lines in its Appendix IV, take effect later, on 1 July 2026. Until then the equivalent Article 7 and Appendix IV of the 2020 Law continue to apply. Clause 3 of Article 50 took effect earlier, on 1 January 2026.

The practical result is a transitional window in which the body of the Law is new but the conditional-business list is still the old one. Vietnam investment lawyers reading a licence application in this period have to check which instrument governs each element of it.

Who now issues the Investment Registration Certificate

This is the change that surprises most foreign investors. Under Article 27 clause 2 of Law No 143/2025/QH15, the Department of Finance issues, adjusts and revokes the Investment Registration Certificate for projects outside industrial parks, export processing zones, hi-tech parks and economic zones.

The Department of Planning and Investment no longer holds that function. Correspondence addressed to the former authority is a common cause of delay.

Article 27 clause 1 leaves projects inside those zones with the relevant Management Board, which now also covers concentrated digital technology zones.

Article 27 clause 3 sends three categories to the registration authority where the investor has or intends to have its operating office: projects spanning two or more provincial-level administrative units; projects sitting both inside and outside a zone; and projects in a zone where no Management Board has been established.

Which projects need a certificate at all

Article 26 clause 1 requires an Investment Registration Certificate for projects of foreign investors, and for projects of economic organisations falling within Article 20 clause 1.

Article 26 clause 2 exempts three categories: projects of domestic investors; projects of economic organisations under Article 20 clause 2; and investment by way of capital contribution, share purchase or purchase of contributed capital.

Clause 4 preserves a voluntary route: an investor in an exempt category may still apply for a certificate if it wants one. That is often worth doing where land, incentives or financing depend on it.

The fifty per cent threshold Vietnam investment lawyers test first

Article 20 clause 1 sets the test that decides whether an economic organisation is treated as a foreign investor. It applies where a foreign investor holds more than 50 per cent of charter capital; or where a partnership has a majority of foreign individual general partners; or where an entity already caught by point (a) holds more than 50 per cent; or where foreign investors and such an entity together hold more than 50 per cent.

Article 20 clause 2 puts every other economic organisation on the domestic footing when it establishes another entity, contributes capital, buys shares, or invests under a BCC contract.

Clause 3 is useful and under-used: an existing foreign-invested entity with a new project carries out the procedures for that project without necessarily forming a new entity.

Market access: what Article 8 actually says

Article 8 clause 1 starts from national treatment: a foreign investor is subject to the same market access conditions as a domestic investor, except as provided in clause 2.

Clause 2 requires the Government to publish a List of business lines with restricted market access for foreign investors, drawn from laws, National Assembly resolutions, ordinances and resolutions of the Standing Committee, Government decrees and Vietnam’s treaties. The List has two parts: lines not yet open, and lines open on conditions.

Clause 3 sets out what those conditions may cover: the foreign ownership ratio in charter capital; the form of investment; the scope of investment activity; the capacity of the investor and of any partner; and other conditions under the instruments named in clause 2.

Reading a treaty commitment alone is not enough. Vietnam investment lawyers check the treaty, the List and the sectoral law together, because a line can be open under a treaty and still conditioned by domestic law.

Capital contribution and share purchase: when registration is required first

Article 21 clause 1 gives every investor the right to contribute capital, buy shares or buy contributed capital. Clause 2 subjects a foreign investor to three requirements: the Article 8 market access conditions; national defence and security assurance; and the land law conditions on receiving land use rights on islands, in border communes, wards and special zones, and in coastal communes and wards.

Clause 3 is the operative one. A foreign investor must register the transaction before the member or shareholder changes in three situations:

• where the transaction increases foreign ownership in an entity operating in a conditional market-access line;
• where it results in foreign investors or Article 20 clause 1 entities holding more than 50 per cent of charter capital — whether by crossing the 50 per cent line from at or below it, or by increasing further once already above it;
• where the target holds a land use right certificate on an island, in a border or coastal commune, ward or special zone, or in another area affecting national defence and security.

Completing a share transfer before this registration is a defect that surfaces later, usually at the point of a subsequent sale or an audit.

The special investment procedure under Article 28

Article 28 is the fastest route into Vietnam and the least understood. An investor may elect to register under it for a project in an industrial park, export processing zone, hi-tech park, concentrated digital technology zone, free trade zone, international financial centre, or a functional zone within an economic zone — except projects requiring investment policy approval under Government regulations.

Clause 2 is the substance. A project registered under Article 28 does not go through investment policy approval, technology appraisal, an environmental impact assessment report, detailed planning, a construction permit, or the approval and permitting procedures in construction and fire prevention and fighting.

In exchange, the investor gives a written undertaking to meet the standards and technical regulations of construction, environmental protection and fire safety law, and submits a project proposal that identifies and forecasts environmental impact and mitigation measures in place of a preliminary environmental impact assessment.

Clause 3 keeps one control. Before starting construction the investor sends the local construction order authority and the zone Management Board a commencement notice, with an economic-technical report it has itself organised, appraised and approved, and an appraisal result report from a qualified organisation covering works safety, environmental protection, fire safety and compliance with standards.

Clause 4 confirms the certificate is the basis for land allocation, land lease and change of land use purpose, and for administrative procedures, inspection and state management of the project.

Decree No 19/2025/ND-CP of 10 February 2025 details the special investment procedure. It was issued under the previous Law, so its provisions have to be read against Article 28 of Law No 143/2025/QH15 rather than applied unchecked.

Incentives, the Investment Support Fund and special support

Article 14 of Law No 143/2025/QH15 governs investment incentives and investment support. Article 15 sets the incentivised business lines and incentivised geographical areas. Article 16 establishes the Investment Support Fund, and Article 17 governs special incentives and special support.

Anyone working from the 2020 Law will reach for Articles 15, 16, 18 and 20. Those numbers no longer point where they used to. This is the single most common citation error currently appearing in English-language material on Vietnam.

When a project can be terminated

Article 36 clause 1 lets the investor terminate: by its own decision, under conditions in the contract or charter, or on expiry of the project term.

Clause 2 lets the registration authority terminate the project, in whole or in part. The grounds Vietnam investment lawyers see most often are time-based: 24 months after the deadline for the project’s operational targets, where the investor has not met them and is not entitled to adjust the schedule; six months after the investor loses the right to use the project site without applying to change the location; and 12 months after a project has suspended operations, where the authority cannot reach the investor or its lawful representative.

Two further grounds are worth noting: failure to make the deposit or to hold a guarantee for it, where the project is subject to performance security; and investment carried out on the basis of a sham civil transaction.

Project schedules are therefore not administrative formalities. They are termination triggers.

Where Vietnam investment lawyers take an investment dispute

Article 13 clause 1 routes investment disputes to negotiation and mediation first, then to arbitration or the court.

Clause 2 keeps disputes between domestic investors, foreign-invested economic organisations, or between them and a competent State authority, in Vietnamese arbitration or a Vietnamese court, except as provided in clause 3.

Clause 3 is the provision foreign investors should read. Where at least one party is a foreign investor, or an Article 20 clause 1 entity, the dispute may go to a Vietnamese court, Vietnamese arbitration, foreign arbitration, international arbitration, or an arbitral tribunal the parties agree to establish.

Clause 4 deals with a dispute between a foreign investor and a State authority: Vietnamese arbitration or a Vietnamese court, unless a contract or a treaty Vietnam is party to provides otherwise.

Where an arbitration clause is used, the Law on Commercial Arbitration consolidated as No 60/VBHN-VPQH applies; Article 16 requires the agreement in writing. Where the matter goes to court and has a foreign element, Articles 469 to 472 of the Civil Procedure Code consolidated as No 21/VBHN-VPQH govern. For a commercial claim, Article 319 of the Commercial Law consolidated as No 113/VBHN-VPQH gives two years from infringement.

The land question Vietnam investment lawyers check early

Article 21 clause 2 point (c) of the Investment Law refers out to the Land Law No 31/2024/QH15 of 18 January 2024 for the conditions on receiving land use rights and on using land on islands, in border communes, wards and special zones, and in coastal communes and wards.

A transaction can satisfy the Investment Law and still fail on the land conditions. Where the target holds land in any of those areas, the land analysis comes before the corporate one, not after.

Transferring a project: the four conditions in Article 34

Article 34 clause 1 lets an investor transfer all or part of a project, but only where four conditions are met together.

First, the project or the part being transferred must not be subject to termination under Article 36 clauses 1 or 2. A project already inside a termination trigger cannot be sold out of the problem.

Second, a foreign transferee must satisfy the Article 21 clause 2 conditions — market access, national defence and security, and the land conditions.

Third, the conditions in land law, housing law, real estate business law and other relevant law must be met.

Fourth, any condition written into the investment policy approval or the Investment Registration Certificate itself must be met. This one is regularly missed, because it is specific to the individual project rather than to the statute.

Clause 1 point (dd) adds a step for State-owned enterprises: the rules on management and use of State capital invested in production and business must be complied with before the project adjustment is carried out.

Clause 2 then splits the procedure. Where the investor was approved under Article 23 or the project holds an Investment Registration Certificate, the transfer runs as a project adjustment under Article 33. Otherwise the transfer of the project, or of asset ownership to the incoming investor, runs under civil, enterprise and real estate business law.

Reporting obligations Vietnam investment lawyers build into the calendar

Article 47 clause 1 makes investors and economic organisations implementing a project reporting subjects alongside ministries, provincial People’s Committees and the registration authorities.

Clause 2 point (a) sets the investor’s duty: quarterly and annually, report to the investment registration authority and to the local statistics office on implementation of the project. The content is specified: investment capital disbursed, business results, labour information, State budget payments, spending on research and development, environmental treatment and protection, and the sector-specific indicators for the field of activity.

These are not optional filings. A gap in the reporting record is the first thing an inspection finds, and it sits alongside the schedule failures in Article 36 that can end a project.

Related instruments still in force

Decree No 239/2025/ND-CP of 3 September 2025 amends Decree No 31/2021/ND-CP, which detailed the previous Investment Law. Decree No 168/2025/ND-CP of 30 June 2025 governs enterprise registration and applies whenever the investment step is followed by incorporation.

For historical files, the 2020 Investment Law as consolidated in No 134/VBHN-VPQH of 4 September 2025 remains the reference for the period before 1 March 2026 — and only for that period.

Investment law research map

Related reading on this site, grouped by the step it covers:

• Entry — Setting up a business in Vietnam · Establishing a foreign-invested company · Establish a business in Vietnam.
• Market access and ownership — FDI in Vietnam: sectors, rules and entry options · Foreign ownership rules before buying into a Vietnamese company · FDI by source country: what nationality changes.
• Policy and investor approval — Investment policy approval of the provincial authority · Investor approval · Adjusting the investor approval document.
• The certificate — Issuance where no policy approval is required · Adjustment · Replacement.
• Capital contribution and M&A — Procedures for foreign investors · Capital contribution and share purchase · Merger and acquisition.
• Changing the project — Transferring part or all of a project · Division, separation or conversion of the entity.
• Stopping and ending — Suspension of project activities · Termination of investment activities.
• Structures and incentives — Representative office under a BCC contract · Investment incentives.
• Land — Land use projects not subject to policy approval.
• Category index: Investment Law.

Judgments UniLaw has analysed, including investment and project disputes, are published at case.unilaw.vn.

Other expertise you may find relevant

• Vietnam corporate lawyers — the incorporation step after the certificate.
• Vietnam tax lawyers — incentives, foreign contractor tax and the filing calendar the project inherits.
• Vietnam insurance lawyers — construction and project cover.
• Vietnam maritime lawyers — port, logistics and shipping projects.
• Vietnam real estate lawyers — land tenure, lease terms and off-plan rules for a project site.
• Vietnam M&A lawyers — acquiring a project company instead of applying for a new certificate.
• Work permit in Vietnam — permits and residence cards for the expatriates running the project.

How UniLaw handles an investment instruction

First, the governing instrument is fixed. Anything decided before 1 March 2026 is read against the 2020 Law; anything after, against Law No 143/2025/QH15. In the window to 1 July 2026 the conditional-business list is checked separately.

Second, the Article 20 ownership test is run, because it decides whether foreign or domestic procedures apply.

Third, the Article 8 market access position is checked against the treaty, the Government List and the sectoral law together.

Fourth, where land is involved, the Land Law No 31/2024/QH15 conditions are checked before the corporate structure is settled.

Fifth, the correct authority under Article 27 is identified — Department of Finance, zone Management Board, or the operating-office authority — before anything is filed.

Sixth, whether Article 28 is available is assessed, because it removes several approval layers where it applies.

Request an initial assessment from Vietnam investment lawyers

Send the sector, the intended ownership percentage, the location, whether land is involved, and the target entity’s current registration if the deal is an acquisition. UniLaw will tell you which authority decides, whether Article 28 is open to you, and what conditions attach to the market access position.

Fees are agreed in a written legal services contract before work begins, with the scope and the basis of charging set out in it.

Offices: Hanoi, Ho Chi Minh City and Nha Trang. Email legal@unilaw.vn.

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