On March 31, 2026, the Government promulgated Decree No. 96/2026/ND-CP detailing and guiding the implementation of a number of provisions of the 2025 Law on Investment. This Decree replaces Decree No. 31/2021/ND-CP guiding the implementation of certain provisions of the 2020 Law on Investment and introduces significant changes aimed at streamlining administrative procedures and maximizing the protection of investors’ lawful rights and interests.
The following article by LawPlus summarizes several notable updates under Decree No. 96/2026/ND-CP that enterprises should pay attention to.
Table of Contents/Mục lục
1. Ensuring Investment Incentives in the Event of Changes in Law
Article 4 of Decree No. 96/2026/ND-CP clarifies the mechanism for safeguarding investors’ interests where newly promulgated legal documents provide investment incentives less favorable than those currently enjoyed. In such cases, investors shall continue to enjoy the incentives specified in the Investment Registration Certificate or the investment policy approval document for the remaining term of the project.
This provision applies to incentives granted under Investment Licenses, Business Licenses, Investment Incentive Certificates, Investment Certificates, Investment Registration Certificates, investment policy approval documents, Decisions on Approval of Investment Policy, or other documents issued by competent authorities in accordance with applicable laws. This mechanism provides a high degree of policy certainty, enabling investors to maintain stable long-term financial planning.
2. Additional Cases for Suspension of Application Processing and Conditions for Submission of Investment Dossiers
Under Clause 2, Article 6 of Decree No. 96/2026/ND-CP, competent authorities may suspend the processing of applications or refuse the issuance or amendment of Decisions on Approval of Investment Policy, Decisions on Investor Approval, Investment Registration Certificates, and other investment-related administrative documents in the following cases:
– The investor fails to amend or supplement the dossier as required;
– The investor fails to provide explanations within the prescribed timeline;
– The proposed project or requested amendment fails to satisfy statutory requirements and conditions;
– The dossier is submitted after the prescribed deadline (where two or more investors submit valid applications for implementation of an investment project at the same location).
Such notification must clearly specify: legal grounds, required amendments or supplements, and the applicable deadline.
Pursuant to Clause 3 Article 6, investors may choose to submit investment dossiers through the following methods:
– Direct submission;
– Submission via public postal services.
Online submission is only applicable where the National Investment Information System or the investment procedure system is fully operational and capable of handling such submissions.
3. Cases Exempt from Procedures for Adjustment of Investment Policy Approval
According to Article 51 of Decree No. 96/2026/ND-CP supplements cases where investors are not required to carry out procedures for adjustment of investment policy approval, including:
– Changes in investment location information resulting from administrative boundary reorganization;
– Changes in land use area while remaining within the approved location;
– Adjustment of the operational term of an investment project due to delays in land handover.
4. Permission to Establish Economic Organizations Prior to Obtaining an Investment Registration Certificate
Under Article 72 of Decree No. 96/2026/ND-CP, within 12 months from the date of establishment, an economic organization must:
– Complete procedures for obtaining an Investment Registration Certificate corresponding to the investment project and registered business lines;
– Only amend enterprise registration contents to add other investment business lines after obtaining the Investment Registration Certificate.
Accordingly, instead of being required to obtain an Investment Registration Certificate prior to establishment, from March 31, 2026, investors may establish an economic organization first and subsequently complete procedures for obtaining the Investment Registration Certificate within 12 months.
5. Reform of the List of Sectors with Restricted Market Access (Appendix I)
Pursuant to Appendix I issued together with the Decree, the list of sectors with restricted market access for foreign investors has been revised:
– The number of sectors prohibited from market access remains unchanged at 23;
– The number of sectors subject to conditional market access increases to 62 (compared to 61 previously), notably including construction activities conducted by foreign contractors.
6. Decentralization to Local Authorities in Determining Investment Incentive Areas
Another notable development is the enhanced decentralization to local governments. Pursuant to Article 22, from March 31, 2026, Provincial People’s Committees are authorized to proactively determine and publish lists of investment incentive areas down to the commune level, instead of such lists being centrally issued by the Government as previously applied. Such information shall subsequently be submitted to the Ministry of Finance for monitoring and consolidation purposes.
7. Conclusion
The introduction of Decree No. 96/2026/ND-CP requires enterprises to reassess their investment strategies in order to fully capitalize on newly available incentives.
With numerous amendments promoting transparency, decentralization, and expanded investment incentives, Decree No. 96/2026/ND-CP is regarded as a significant step forward in improving Vietnam’s investment legal framework, thereby contributing to more effective attraction of both domestic and foreign investment capital in the coming period.
