Category: News

LEGAL UPDATE – SEPTEMBER 2026 – Vietnam Regulatory Reform: Key Recent and Proposed Amendments for Businesses

Published in September 2026

Tran Cong Quoc
Partner

Nguyen T.Thu Ha
Senior Associate

Vietnam is continuing a broad regulatory reform program aimed at reducing business conditions, simplifying administrative procedures and addressing overlapping regulatory requirements.

Resolutions No. 66.17/2026/NQ-CP and 66.18/2026/NQ-CP, effective principally from 1 July 2026 until 28 February 2027, represent an important part of this reform. Resolution No. 66.17 reduces the list of conditional business lines from 198 to 142, while Resolution No. 66.18 introduces temporary reforms to administrative procedures and business conditions across a wide range of sectors.

Importantly, these reforms are not merely a roadmap for future legislative amendments. They are already being implemented during the transitional period, while the relevant sector-specific laws and regulations are being amended for the longer term.

Implementation in practice

Resolution No. 66.18 expressly provides that, during its effective period, where its provisions on administrative procedures or business conditions differ from existing legislation, the Resolution will apply. Ministries and ministerial-level agencies are also required to provide guidance for implementation and to adopt appropriate measures as regulation shifts, where appropriate, from ex-ante approval to ex-post supervision.

This is already being seen in practice.

For example, following the removal of accounting services from the list of conditional business lines, the Department of Accounting and Auditing Management under the Ministry of Finance issued Official Letter No. 773/QLKT-DN dated 22 May 2026 providing specific implementation guidance from 1 July 2026.

Among other matters, the Official Letter confirms that accounting service providers are no longer required to follow the previous requirements relating to the certificate of eligibility for accounting services or practising registration certificates, together with various associated notification, continuing professional education and inspection requirements.

The accounting sector therefore provides a useful example of how the Resolutions are intended to operate in practice: the reforms may be implemented immediately through the Resolutions and implementing guidance, without necessarily waiting for all underlying sector-specific legislation to be formally amended.

The Government has nevertheless identified a substantial legislative package for permanent implementation of the reforms, including amendments to 45 laws, 72 decrees and 34 circulars, with the relevant amendments expected to take effect before 1 March 2027.

Against this background, a number of draft and recently amended decrees are particularly relevant to businesses and investors in Vietnam.

Competition: higher merger filing thresholds and proposed exemptions for intra-group restructurings

The Ministry of Industry and Trade (“MOIT”) has published a draft decree intended to replace Decree No. 35/2020/ND-CP implementing certain provisions of the Law on Competition.

The draft incorporates the increased merger-control notification thresholds introduced under Resolution No. 66.18/2026/NQ-CP. For enterprises other than credit institutions and insurance companies, the relevant thresholds include VND 6,000 billion for assets or turnover in Vietnam, VND 2,000 billion for transaction value, and a 20% combined market-share threshold.

More notably, the draft proposes exemptions from the merger-control notification procedure for certain transactions, including where the acquiring or merging enterprise already directly or indirectly holds more than 50% of the voting capital of the target, or where the enterprises participating in the transaction are all directly or indirectly more than 50% owned by the same enterprise.

If adopted, these exemptions would be particularly relevant to intra-group restructurings, which may currently trigger a merger-control filing even where there is no substantive change in ultimate control.

Chemicals: proposed exclusion for certain finished products

MOIT is also preparing amendments to Decree No. 26/2026/ND-CP on chemical activities and hazardous chemicals in products and goods.

One practical issue under the current framework is that a finished product may become subject to chemical regulatory requirements because it contains a regulated chemical above an applicable threshold, even though the imported product itself is intended to be used as a finished product rather than as a chemical or input for further manufacturing.

The draft seeks to address this issue by excluding certain finished products from the relevant chemical-management requirements where they are intended for use by end users for their intended purposes and are not used as raw materials, additives or intermediates for the manufacture of other products.

In our view, the proposed approach also reflects a broader regulatory objective of avoiding overlapping regulation. Finished products should generally be regulated under the applicable product-specific regime — including relevant technical regulations, standards, conformity assessment or product-circulation requirements, as applicable — rather than being subject to an additional layer of chemical licensing solely because they contain regulated chemical substances.

For importers and manufacturers of finished products containing regulated chemicals, this could have significant practical implications for import procedures and licensing requirements.

Enterprise registration: further simplification and digitalisation

The reform is not limited to sector-specific licensing.

Decree No. 296/2026/ND-CP, amending Decree No. 168/2025/ND-CP on enterprise registration, continues the move towards greater use of information available in national databases, reduced documentary requirements and digitalisation of enterprise-registration procedures.

These developments form part of the broader effort to reduce duplicative documentation and administrative procedures, which is particularly relevant to foreign-invested enterprises where corporate registration frequently interacts with investment registration and foreign-investor approval procedures.

Other regulatory reforms to watch

Further reforms are underway across a wide range of sectors, including consumer protection, commerce, foreign trade management and other regulated business activities.

This is consistent with the broader direction under Resolutions No. 66.17 and 66.18: removing business conditions that are no longer considered necessary, simplifying licensing and administrative procedures, replacing certain pre-approval mechanisms with technical standards and ex-post supervision, and reducing regulatory duplication.

What businesses should watch

The significance of these developments therefore goes beyond individual changes to a licence, filing threshold or application dossier.

A common direction can be seen across the recent reforms: reducing unnecessary pre-approval requirements, eliminating overlapping regulatory regimes, making greater use of existing government data, and moving in appropriate cases from ex-ante licensing towards ex-post supervision.

For businesses and investors, the period leading up to 1 March 2027 will therefore be important for two reasons.

First, businesses should consider whether the Resolutions and existing implementation guidance already change the requirements applicable to their activities, rather than assuming that they must wait for amendments to the underlying laws or decrees.

Second, businesses should continue monitoring the sector-specific legislation being developed to replace the transitional regime and determine how these reform principles will ultimately be translated into permanent regulatory requirements in practice.

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LEGAL UPDATE – SEPTEMBER 2026 – NEW REGULATIONS ON E-COMMERCE ACTIVITIES UNDER THE LAW ON E-COMMERCE 2025 AND DECREE 248/2026/ND-CP, EFFECTIVE FROM 1 JULY 2026

Published in September 2026

Trinh Hoang Lien
Partner

Luong Bich Thuan
Legal Assistant

INTRODUCTION:

The Law on E-commerce 2025 was enacted to complete the legal framework in response to the rapid growth of the digital economy, giving rise to new business models and cross-border transactions involving diverse participants in terms of the entities involved and complex in nature. The Law on E-commerce 2025 and Decree 248/2026/ND-CP (“Decree 248“) implementing the Law, both effective from 1 July 2026, unify and complete the legal framework on e-commerce, which was previously governed by subordinate legislation, namely Decree 52/2013/ND-CP, as amended by Decree 85/2021/ND-CP, Decree 146/2025/ND-CP and Resolution 66.16/2026/NQ-CP which most recently amended the dossier requirements for e-commerce notification/registration (collectively, “Decree 52“). Notably, Decree 248 sets out in detail the scope of e-commerce platforms subject to notification or registration procedures, the corresponding processes and procedures, and the new compliance requirements applicable to entities involved in e-commerce activities.

Significantly, all e-commerce websites and applications that have already obtained confirmation of notification or registration under Decree 52 will have only one year (until the end of 30 June 2027) to amend and supplement their notification and registration dossiers in accordance with the new regulations. The article below is intended to help enterprises that manage and operate e-commerce platforms update the new key changes and complete the notification and registration procedures for e-commerce platforms under the applicable regulations.

1. CLASSIFICATION OF E-COMMERCE PLATFORMS AND CASES SUBJECT TO NOTIFICATION/REGISTRATION

The Law on E-commerce 2025 adopts a new regulatory approach and a more comprehensive method for classifying e-commerce platforms based on the platform’s mode of operation, participating entities and business model than under the previous regulations.

Decree 52 previously divided e-commerce platforms into e-commerce sales websites, sales applications, websites/applications providing e-commerce services, e-commerce marketplaces, online promotion websites, online auction websites and so forth, in order to determine which platforms had to conduct notification or registration procedures with the competent authority. Under the new regulations, these terms have been consolidated into the single concept of an “e-commerce platform” — any digital platform established to conduct e-commerce activities — and are classified according to the nature of their operations into: (1) direct-sales e-commerce platforms, corresponding to direct-sales websites and applications; (2) intermediary e-commerce platforms, corresponding to websites/applications providing e-commerce services; (3) e-commerce social networks; and (4) integrated e-commerce platforms.

Under Decree 248, the notification procedure applies only to domestic direct-sales e-commerce platforms with an online ordering function (previously referred to as e-commerce sales websites or sales applications with an online ordering function). For domestic e-commerce platforms falling within groups (2), (3) and (4) above, the platform operators must conduct the registration procedure and obtain confirmation from the Ministry of Industry and Trade before commencing operation.

For foreign e-commerce platforms conducting e-commerce activities in Vietnam, the registration procedure is mandatory only in the following cases:

  • Registration prior to operating in Vietnam, where the platform offers a Vietnamese-language interface option or uses a “.vn” domain name; or
  • Registration within 60 (sixty) days from the date on which the platform reaches the threshold of 100,000 (one hundred thousand) or more transactions with purchasers in Vietnam within 01 (one) year from 01 January of the calendar year.

Accordingly, the scope of platforms now required to register is no longer confined to traditional models such as e-commerce marketplaces, online auction websites or online promotion websites. Instead, Decree 248 adopts an open approach covering all commercial activities carried out on a platform. Under the Commercial Law, these are all profit-making activities, including the sale and purchase of goods, provision of services, investment, trade promotion and other profit-making activities conducted on platforms.

Enterprises may review e-commerce platforms whose notifications or registrations have been confirmed, together with their classifications, through the Ministry of Industry and Trade’s E-commerce Activity Management System at: http://online.gov.vn/.

2. CONDITIONS ON THE MANAGEMENT AND OPERATION OF E-COMMERCE PLATFORMS

Each type of e-commerce platform must satisfy management and operational requirements that are more stringent than those under the previous regulations. These requirements must be satisfied before the platform commences operation, specifically as follows:

No. Type of platform Conditions on management and operation
Group of e-commerce platforms operated by domestic organizations and individuals
Group 1 Direct-sales e-commerce platforms with an online ordering function
  • Notify the Provincial People’s Committee and obtain confirmation of the notification; and
  • File a supplementary notification upon any material change to the platform.
Group 2 Intermediary e-commerce platforms, e-commerce social networks, integrated e-commerce platforms
  • Register with the Ministry of Industry and Trade and obtain confirmation of the registration; and
  • File a supplementary registration upon any material change to the platform.
2.1 without an online ordering function, and integrated e-commerce platforms
  • Have dedicated personnel in charge of managing e-commerce activities; and
  • Have an e-commerce operation scheme as prescribed.
2.2 with an online ordering function or a livestream selling function
  • Satisfy the same conditions as Group 2.1 above; and
  • Have a mechanism to manage the holding of funds, reconciliation, payment and withdrawal of funds by sellers, where the platform has an online ordering function or a livestream selling function and the platform operator holds sellers’ funds arising from transactions on the platform.
Group of e-commerce platforms operated by foreign organizations and individuals
Group 1 Direct-sales e-commerce platforms with an online ordering function conducting e-commerce activities in Vietnam
  • Register with the Ministry of Industry and Trade and obtain confirmation of the registration before commencing operation, or within 60 days of reaching the threshold of 100,000 transactions within 1 year; and
  • File a supplementary registration upon any material change to the platform.
Group 2 Intermediary e-commerce platforms, e-commerce social networks, integrated e-commerce platforms conducting e-commerce activities in Vietnam
  • Register with the Ministry of Industry and Trade and obtain confirmation of the registration before commencing operation, or within 60 days of reaching the threshold of 100,000 transactions within 1 year; and
  • File a supplementary registration upon any material change to the platform.
2.1 without an online ordering function
  • Have an e-commerce operation scheme; and
  • The authorized representative of the platform operator must be an individual residing in Vietnam or a legal entity established under the laws of Vietnam.
2.2 with an online ordering function, and integrated e-commerce platforms
  • Satisfy conditions similar to those applicable to Group 2 under the group of platforms operated by domestic organizations and individuals above;
  • Place an escrow deposit of not less than VND 20 billion at a commercial bank in Vietnam or a foreign bank branch in Vietnam, which must be maintained throughout the period during which the platform conducts e-commerce activities in Vietnam; and
  • The person responsible for the e-commerce activities of the legal entity designated by the platform operator in Vietnam must be an individual residing in Vietnam.

3. CERTAIN ESSENTIAL CHANGES

3.1. Escrow deposit requirement for foreign e-commerce platforms

Foreign intermediary e-commerce platforms with an online ordering function, foreign e-commerce social networks with an online ordering function, and foreign integrated e-commerce platforms conducting e-commerce activities in Vietnam must, in addition to registering their operations, place an escrow deposit at a commercial bank in Vietnam or a foreign bank branch in Vietnam.

The minimum escrow amount is VND 20 billion, which is blocked throughout the platform’s period of operation and may only be withdrawn or used with the written approval of the Ministry of Industry and Trade. The escrowed amount may be used solely to secure the performance of obligations to compensate consumers in Vietnam under legally effective judgments or decisions of a court or an arbitration body; to comply with decisions imposing administrative sanctions in respect of e-commerce activities; and to fulfil tax obligations towards the State of Vietnam.

Decree 248 prescribes the procedures for withdrawing the escrow deposit, handling the escrowed amount, releasing the escrow deposit and supplementing the escrow deposit, which the organization or individual operating the e-commerce platform must comply with in order to avoid termination of its operating registration by the Ministry of Industry and Trade.

3.2. Market access conditions for foreign investors in the e-commerce sector

Decree 248 provides that the market access conditions for foreign investors in the e-commerce sector continue to be limited to establishing an economic organization or investing through capital contributions, share purchases or purchases of capital contributions in enterprises operating in the e-commerce sector under the Law on Investment. However, the provisions governing cases that require an appraisal opinion of the Ministry of Public Security on national security now require the e-commerce platform operator to determine whether it falls within the relevant category, rather than making this dependent on the list of the five leading enterprises in the e-commerce services market previously published by the Ministry of Industry and Trade.

Specifically, a foreign investor that controls an organization operating an intermediary e-commerce platform, an e-commerce social network or an integrated e-commerce platform that qualifies as a large digital platform under the law on protection of consumer rights (a platform with at least 3,000,000 user accounts annually, or an intermediary platform with users accounting for 3% or more of the population, in Vietnam) must obtain an appraisal opinion of the Ministry of Public Security on national security. For these purposes, whether a foreign investor controls an organization operating an intermediary e-commerce platform, a social network conducting e-commerce activities or an integrated e-commerce platform is determined not only by reference to its ownership of more than 50% of the charter capital or more than 50% of the voting shares of the organization, but is also extended to include:

  • An investor that has the power, directly or indirectly, to appoint, dismiss or remove a majority or all the members of the board of management, the chairman of the members’ council, the director or the general director of the organization;
  • An investor that has the right to decide on material matters in the business operations of the organization, including the selection of the technology platform and the form of business organization; the selection of business lines, geographical areas and business modes; decisions to adjust the scale and business lines; and the selection of the forms and methods of mobilizing, allocating and using the business capital of that organization.

3.3. Electronic authentication of the identities of sellers, livestream sellers and affiliate marketers

The accounts of sellers, livestream sellers and affiliate marketers must be linked to and authenticated through an electronic identification account in accordance with Decree  320/2026/ND-CP amending Decree 69/2024/ND-CP on electronic identification and authentication (effective from 28 September 2026), and must also comply with the relevant e-commerce regulations on electronic authentication of those accounts.

Under Decree 248, the following operators must electronically authenticate sellers’ identities before allowing them to sell goods or services: (i) operators of intermediary e-commerce platforms; (ii) operators of e-commerce social networks that provide online communication functions and integrate tools for notifying confirmation of contract formation; and (iii) operators of integrated e-commerce platforms that qualify as large digital platforms. Decree 248 also specifies the information required to be authenticated in respect of sellers who are domestic or foreign individuals or organizations.

For operators of e-commerce platforms that provide livestream selling functions, the platform operator is responsible for authenticating the identity of livestream sellers before they engage in livestream selling activities. The platform’s livestream selling operating rules must clearly specify the applicable subjects, procedures and instructions for livestream sellers to carry out electronic identification and authentication. In addition, organizations and individuals providing affiliate marketing services are responsible for electronically authenticating the identities of affiliate marketers in accordance with the laws on electronic identification and authentication. Where a livestream seller or affiliate marketer is a foreign national, the Law on E-commerce 2025 permits their identity to be authenticated using lawful identification documents.

3.4. Responsibilities for handling violations on e-commerce platforms

The Law on E-commerce 2025 and Decree 248 require e-commerce platform operators to receive and resolve feedback, requests and complaints from users. In particular, operators of intermediary e-commerce platforms and operators of e-commerce social networks that provide online ordering functions and qualify as large digital platforms must establish an online system on the platform for receiving and resolving feedback, requests and complaints. These operators must also implement measures to review, issue warnings and automatically remove content concerning goods and services that violate the law, as well as prevent repeated violations on the platform. It should be noted that the entire violation-handling process of the platforms must be logged to enable users to track the progress of the resolution and ensure that the relevant data can be retrieved when transaction participants or competent authorities request the provision of information in accordance with the law.

In addition to the responsibilities of e-commerce platform operators to handle and prevent violations on their platforms, Article 21 of Decree 248 also sets out coordination responsibilities for other relevant entities. Accordingly, depending on the circumstances, such entities may be required to coordinate in preventing violations, removing information, suspending or terminating services where a violation occurs. Relevant entities include: (i) operators of e-commerce platforms integrated into an integrated e-commerce platform; (ii) organizations providing technical infrastructure services; (iii) organizations providing logistics services supporting e-commerce activities; (iv) organizations providing payment and payment intermediary services; and (v) legal entities authorized in Vietnam.

3.5. Notification/registration procedures

Notification and registration procedures for e-commerce platforms must be carried out entirely through the National Public Service Portal.

Under the new regulations, the time limit for confirming a notification remains 03 working days, whereas the time limit for confirming a registration has been extended from 03 working days to 07 working days. At the same time, the competent authority will respond by confirming the dossier, requesting clarification of information or terminating the dossier within the prescribed time limits and in accordance with the prescribed procedures for all types of notification and registration dossiers.

4. TRANSITIONAL PROVISIONS

Under Article 53 of Decree 248, e-commerce platforms (websites and applications) whose notification or registration was confirmed before 1 July 2026 may continue to operate in accordance with the confirmed contents until 30 June 2027. During this period, platform operators must complete the procedures to amend and supplement their confirmed dossiers in accordance with the new regulations.

5. CONCLUSION

The Law on E-Commerce 2025 and Decree 248 establish a more specific and comprehensive framework governing the notification and registration obligations for e-commerce platforms, and significantly change platform classifications, management and operational requirements, and applicable procedures.

During the transitional period, when updating dossiers previously notified or registered under the applicable regulations, enterprises should proactively review the legal status of their platforms and prepare an appropriate dossier preparation timeline to ensure compliance with the new requirements and minimize disruption to their e-commerce operations in Vietnam.

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[PUBLICATION ON WORLD TRADEMARK REVIEW] VIETNAM: A NEW PERSPECTIVE ON THIRD-PARTY OBSERVATIONS AND OPPOSITION RULES SHARPENS CHALLENGE AND APPEAL ROUTES

bizconsult Law Firm is prouded to inform our Valued Clients, readers and partners that our lawyers’ research has been published on the World Trademark Review Asia-Pacific Trademark Prosecution Review (WTR) website. We are grateful to WTR for having been granted the opportunity to contribute our views on analysing the administrative mechanisms applied during the trademark application process in Vietnam, focusing on the opposition rights of third parties as well as the rights of applicants to file appeals or initiate lawsuits regarding trademark applications. This article was initially published on WTR in September 2026.

Read more at: https://vnshort.com/WGUW

#Bizconsult #WorldTrademarkReview #WTR #IntellectualProperty #Trademark #TrademarkLaw #VietnamIP #IPLaw #TrademarkProsecution

LEGAL UPDATE – AUGUST 2026 – NOTABLE CHANGES IN THE DRAFT DECREE REPLACING DECREE NO. 35/2020/ND-CP DETAILING A NUMBER OF ARTICLES OF THE LAW ON COMPETITION

Published in August 2026

Ha Thi Hai
Partner

Nguyen Thuy An
Senior Associate

INTRODUCTION:

The Ministry of Industry and Trade is currently developing a Draft Decree replacing Decree No. 35/2020/ND-CP detailing a number of articles of the Law on Competition (“Draft”) and is seeking comments from affected entities. Set out below are some notable changes introduced by the Draft in relation to economic concentration (“EC”) that may have an impact on the M&A market in Vietnam.

1. SUPPLEMENTING THE DEFINITION OF “MANAGEMENT BODY”

Article 2.3 of the Draft introduces the definition of “management body”, which includes: (1) a person who owns more than 50% of the charter capital or more than 50% of the voting shares of an enterprise; (2) a person who has ownership or usage rights over more than 50% of the assets of an enterprise, whether in respect of the enterprise as a whole or a particular business line of the enterprise; (3) an enterprise manager as prescribed by the law on enterprises; and (4) a person or group of persons having the right to decide on any of the following matters of an enterprise: organizing the implementation of resolutions, decisions of the Members’ council, Board of management; deciding on matters relating to the company’s day-to-day business activities; and organizing the implementation of the company’s business plan and investment plan. The supplementation of this definition provides a basis for determining a “group of affiliated enterprises” on the ground that the enterprises have a common management unit. However, in the absence of more specific provisions or guidance, the definition may give rise to a number of ambiguities or differing interpretations in practice, for example, how should “a person having usage rights over more than 50% of the assets of an enterprise in a particular business line of the enterprise” be determined so as to exclude cases that are not genuinely related to the management of the enterprise? What criteria should be used to determine a “group of persons”, family relationships, a commercial agreement, or no specific criteria at all? Given that the concept of a “group of persons” is expressly mentioned only in case (4) and not in the other cases, does this imply that “person” in the other cases refers to a single individual? If two legal entities have only one common manager among their respective enterprise managers (as defined under the Law on enterprises), would this in itself constitute a “common management” and consequently place the two entities within the same “group of affiliated enterprises”? etc.

2. SUPPLEMENTING THE BASIS FOR DETERMINING THE RELEVANT PRODUCT MARKET IN SPECIAL CASES AND THE RELEVANT GEOGRAPHIC MARKET

When determining the relevant product market in special cases, in addition to the factors for determining substitutability under Decree No. 35/2020/ND-CP, Article 6.1 of the Draft also takes into account “substitutability in terms of other relevant factors of competition, including the quality of products, goods and services”.

For the relevant geographic market, in addition to a “specific geographical area”, Article 7 of the Draft expands the relevant geographic market to include a “specific spatial scope” and introduces an additional factor for determining the boundaries of the geographical area/spatial scope based on “the ability of customers and users within an adjacent geographical area or another spatial scope to access, purchase and use the relevant products, goods and services” to cover cases involving business models and methods of operation in cyberspace within the digital economy. However, the concept of a “specific spatial scope” is relatively new and remains ambiguous. For example, can the Internet be regarded as a spatial scope, or can a specific e-commerce platform, such as Grab or Amazon, be considered a specific spatial scope?

3. SUPPLEMENTING OTHER FORMS OF EC

In addition to the 04 forms of EC inherited from the current regulations, namely merger of enterprises, consolidation of enterprises, acquisition of enterprises, and joint venture between enterprises, Article 19 of the Draft introduces additional forms of EC, including: (1) joint control of an enterprise, (2) establishment of a common management unit, (3) obtaining control, dominance through an agreement or other means, other than the acquisition of equity interests or assets.

This is a notable new feature for the M&A market, as the Draft tends to expand the scope of EC control to cover transactions that establish control in practice, in addition to transactions involving changes in the ownership of equity interests and assets.

Joint control: The introduction of the concept of “joint control” alongside the concept of “control or dominance” under the current regulations would significantly expand the types of transactions falling within the scope of EC control. Accordingly, not only control acquisitions but also a minority acquision where the acquirer has veto rights over any of the key matters listed in the Decree would now fall within the forms of EC.

Establishment of a common management unit: The addition of “establishment of a common management unit” may result in certain business cooperation arrangements that were previously not regarded as EC now falling within the scope of EC control. For example, arrangements under which two enterprises share any key management personnel or jointly establish a management mechanism for the business activities of the relevant enterprises may need to be further assessed to determine whether they constitute the “establishment of a common management unit” under the Draft.

Obtaining control or dominance through an agreement or other means: The addition of this provision may bring within the scope of EC control transactions that do not result in a change in the ownership structure but nevertheless confer on one party a certain ability to determine or exercise influence over the activities of another enterprise. Accordingly, shareholders’ agreements, management agreements, operating agreements or similar arrangements may need to be assessed not only from the perspective of civil or commercial relationship but also from the perspective of competition law. For example, a Hotel Management Agreement may be considered a transaction giving rise to control or joint control under the Draft where the operator, in certain circumstances, has extensive powers, such as preparing and implementing the business plan, determining and using the budget within a certain scope, and appointing and dismissing the General Manager (GM), etc.

4. NEW PROVISIONS ON CASES EXEMPT FROM THE ECONOMIC CONCENTRATION NOTIFICATION PROCEDURE

Decree No. 35/2020/ND-CP does not exclude any EC transactions from the economic concentration notification obligation if the applicable thresholds are met. For the first time, Article 20 of the Draft provides for cases exempt from the economic concentration notification procedure, including intra-group transactions and other transactions that have been approved or decided by the Prime Minister in accordance with the law. However, the scope of intra-group transactions exempt from the economic concentration notification procedure is limited to transactions in the forms of consolidation, merger, acquisition and joint venture, and the entities eligible for the exemption are primarily enterprises that directly or indirectly hold more than 50% of each other’s voting equity interests, or are directly or indirectly more than 50% owned by the same other enterprise. Accordingly, the criteria for determining the “intra-group” nature for purposes of the exemption appear to focus solely on ownership of more than 50% of the equity interests, without taking into account other factors such as “having a common management unit” or “control or dominance”.

5. CLARIFYING THE PRINCIPLES FOR DETERMINING MARKET SHARES IN THE RELEVANT MARKET

Article 9 of the Draft introduces definitions of purchase value, sales revenue and transaction value for the purpose of determining market shares. It also introduces methods for determining market shares based on the number of transactions and transaction value, in addition to the existing methods.

6. CLARIFYING THE CASES IN WHICH AN ECONOMIC CONCENTRATION MAY BE IMPLEMENTED

Article 24.2 of the Draft introduces a case in which an EC may be implemented without assessing the combined market share or HHI criteria, where the enterprises participating in the EC do not operate in the same relevant market and have no horizontal overlap or vertical relationship.

For cases where the enterprises have both horizontal overlap and a vertical relationship, Article 24.3 of the Draft provides that the EC may be implemented if both of the following conditions are satisfied: (1) the market share is below 20% in each relevant market; and (2) the transaction falls within one of the cases in which a horizontal EC may be implemented based on the combined market share, HHI, or change in HHI criteria as prescribed.

7. NEW PROVISIONS ON CASES WHERE ENTERPRISES MAY BE REQUIRED TO MODIFY OR TERMINATE PART OR ALL OF THE CONDITIONS OF AN EC

Article 25.5 of the Draft, for the first time, allows an enterprise to request the National Competition Commission to modify or terminate part or all of the conditions of an EC where: (1) a change in the law renders the conditions impossible to implement or no longer appropriate; (2) the enterprise’s market share is below 20% in the relevant market for two consecutive years following the year in which the EC was implemented; or (3) the HHI in the relevant market is below 1,800 for two consecutive years following the year in which the EC was implemented. The National Competition Commission is required to respond to such request within 60 days.

8. FURTHER IMPROVEMENTS NEEDED TO THE DRAFT

Overall, the Draft supplements and clarifies many issues that have arisen while implementing Decree No. 35/2020/ND-CP. However, the Draft also introduces a number of amendments and additions that expand its regulatory scope and strengthen the level of control, such as the addition of new forms of EC, which may increase the administrative burden on enterprises when carrying out transactions. Accordingly, it is expected that the Draft will continue to be reviewed and revised before its official issuance to ensure clarity, practicability, and a proper balance between the need for EC control and the creation of a favorable environment for investment and business activities.

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LEGAL UPDATE – AUGUST 2026 – SHORTCOMINGS OF THE NEW TEMPLATE OF THE INVESTMENT REGISTRATION CERTIFICATE

Published in August 2026

Ha Thi Hai
Partner

Nguyen Thanh Lam
Associate

INTRODUCTION:

On 15 May 2026, the Ministry of Finance promulgated Circular No. 55/2026/TT-BTC prescribing standard forms of documents and reports relating to investment activities and investment promotion in Vietnam, which took effect on the date of signing (the “Circular 55”). However, practical implementation has revealed several shortcomings in these standard forms, most notably the template of the Investment Registration Certificate (“IRC”).

Specifically, according to Circular 55, Article 1.6 of the IRC template provides that: “Capital contributions in cash must be made through a direct investment capital account opened at a licensed bank”. This provision is incorporated into the IRC template applicable to all cases of initial issuance, amendment, re-issuance and correction of an IRC.

At first glance, this requirement appears to be consistent with Vietnam’s foreign exchange regulations applicable to foreign direct investment enterprises. In practice, however, its unconditional inclusion in every IRC, without any exception, has created significant practical difficulties for investors and enterprises.

1. NOT EVERY ENTERPRISE OR INVESTOR HOLDING AN IRC IS REQUIRED TO OPEN A DIRECT INVESTMENT CAPITAL ACCOUNT (“DICA”)

Circular No. 06/2019/TT-NHNN of the State Bank of Vietnam on foreign exchange administration in respect of foreign direct investment activities in Vietnam (“Circular 06”) provides that: “Capital contributions in cash by both foreign and Vietnamese investors must be made by bank transfer into a DICA”. In which, a “foreign investor” includes both foreign individuals and entities established under foreign laws conducting foreign direct investment activities in Vietnam.

Furthermore, not all cases where foreign investors invest in Vietnam require capital contributions in cash to be made through a DICA. Rather, only foreign investors investing in foreign-invested enterprises falling within the cases prescribed in Clause 2, Article 3 of Circular 06 (namely, enterprises having foreign investors as members/shareholders upon their establishment, or enterprises in which foreign investors hold more than 50% of the charter capital) are required to remit their capital contributions through the DICA of such foreign-invested enterprise.

Meanwhile, the subjects eligible for the issuance of an IRC are not limited to investors being foreign individuals or entities established under foreign laws, but also include other subjects, such as “F2” investors (i.e., economic organizations established in Vietnam whose members or shareholders are foreign-invested economic organizations). In fact, in practice, certain enterprises without any foreign-invested capital may also be granted an IRC.

The provision set out in Article 1.6 of the IRC template promulgated under Circular 55 contains no limitation, qualification or exception, such as “unless otherwise provided by specialized legislation” or “in accordance with the laws on foreign exchange administration”. Consequently, the provision may be construed as requiring every cash capital contribution made by an investor or enterprise holding an IRC to be affected through a DICA. This has, in effect, expanded the scope of application of the obligation to open a DICA beyond that prescribed under Circular 06.

Although the above inconsistency may be recognized, in the absence of any official guidance from the competent authorities, the Departments of Finance in certain localities have been applying this provision rather rigidly by retaining such wording when issuing IRCs for projects/investors that are not required to the obligation to open a DICA under Circular 06. Consequently, certain projects implemented by domestic investors or “F2” investors are also faced with the requirement to make capital contributions through a DICA as stipulated in their IRCs. This has given rise to considerable practical difficulties during project implementation.

2. INVESTORS ARE PLACED IN AN “IMPOSSIBLE COMPLIANCE” SITUATION

Notably, Article 29.3 of the Law on Investment 2025 requires investors to comply with the contents recorded in their IRCs. However, in practice, where an F2 investor requests a commercial bank to open a DICA to comply with the IRC, many commercial banks have refused such requests on the grounds that the enterprise is not eligible to open a DICA under Circular 06. Some banks have even requested that the crediting of the investor’s capital contribution be postponed until competent authorities clarify whether the receiving account should comply with the IRC or with Circular 06.

Consequently, investors/enterprises are placed in an “impossible compliance” position, where they are unable to comply simultaneously with the requirements stipulated in the IRC and the regulations on capital contribution under Circular 06. This exposes investors to the risk of failing to complete capital contributions within the statutory time limit under the Law on Enterprises 2025, potentially resulting in reductions of charter capital, changes to ownership structure, additional compliance costs, or even administrative penalties for late capital contributions.

 3. THE NEED FOR PROMPT REGULATORY GUIDANCE

At a time when Vietnam is striving to reduce administrative burdens on businesses and attract foreign investment, the IRC template should function solely as a documentary instrument recording investment information rather than creating substantive legal obligations beyond those prescribed by law. Pending a formal amendment to the IRC template, an official guidance from competent authorities directing licensing authorities to adopt a more flexible approach is necessary. The determination of whether an investor is required to contribute capital through a DICA should be based on the regulations issued by the State Bank of Vietnam, rather than leaving the Departments of Finance and commercial banks to interpret and apply the IRC template rigidly to all cases without regard to the specific characteristics of each investment project and each investor.

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LEGAL UPDATE – AUGUST 2026 – Decree No. 296/2026/ND-CP Expands Beneficial Ownership Compliance Requirements

Published in August 2026

Tran Cong Quoc
Partner

The 2025 amendments to the Law on Enterprises introduced, for the first time, the concept of a beneficial owner (ultimate beneficial owner – UBO) and the requirement for enterprises to declare beneficial ownership information.

Prior to the issuance of Decree No. 296/2026/ND-CP, the beneficial ownership declaration regime focused primarily on individuals directly holding 25% or more of an enterprise’s charter capital, as well as individuals having the ability to exercise control over the enterprise. The regulations, however, did not require enterprises to conduct a comprehensive review of each level of their ownership structure to identify the ultimate natural person who ultimately owns or exercises actual control over the enterprise.

Decree No. 296/2026/ND-CP has substantially expanded this obligation.

Effective 23 July 2026, enterprises are required to review each level of their ownership structure to identify the natural person(s) who ultimately own or exercise actual control over the enterprise. Rather than focusing only on direct shareholders or controllers, businesses are now expected to trace ownership and control through intermediate entities until the ultimate beneficial owner is identified.

Where no individual can be identified as the beneficial owner after applying the ownership and control criteria prescribed by Decree No. 296/2026/ND-CP, the enterprise must designate the individual holding the highest level of managerial authority as the beneficial owner for declaration purposes.

This represents a significant shift in Vietnam’s corporate transparency regime. Beneficial ownership identification is no longer a declaration exercise based solely on direct ownership or control. Instead, enterprises are now required to undertake a substantive review of their ownership and control structure before determining and declaring their beneficial owner.

What should businesses do?

Existing enterprises should proactively:

  • review their ownership chain across all ownership levels;
  • identify the natural person(s) who ultimately own or exercise actual control over the enterprise;
  • maintain supporting documentation supporting the determination of beneficial ownership; and
  • update their beneficial ownership records and declarations to ensure compliance with the new requirements.

For multinational groups, investment holding structures, private equity funds, family-owned businesses and enterprises with multiple ownership layers, this exercise may require considerably more analysis than under the previous regime.

The key takeaway is clear: Decree No. 296/2026/ND-CP shifts the focus from identifying direct owners or controllers to identifying the ultimate natural person who ultimately owns or exercises actual control over the enterprise. Existing enterprises should therefore review their ownership structures and beneficial ownership records to ensure compliance with the new regulatory requirements.

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LEGAL UPDATE – APRIL 2026 – INVESTMENT SUPPORT FUND: A CATALYST FOR BUSINESS RESEARCH AND DEVELOPMENT

Published in April 2026

Nguyen Dang Viet
Partner

Bui Huong Thao
Legal Assistant

INTRODUCTION:

On 31 December 2024, the Government of Vietnam issued Decre No. 182/2024/ND-CP, marking the first time Vietnam has established an Investment Support Fund with a scale and incentive mechanism specifically designed to provide financial support for high technology, semiconductors, and artificial intelligence. This Decree represents a key policy initiative aimed at promoting investment in advanced technologies, particularly in strategic areas such as semiconductors, artificial intelligence, and innovation, while opening up access to public financial resources for eligible enterprises. It also reflects the Government’s long-term commitment to transforming the country’s economic growth model.

This article provides an overview of the eligibility criteria for accessing support under the Fund, outlines the categories of incentivized costs, and offers practical guidance on the application and disbursement procedures under this new regulatory framework.

1. ELIGIBLE BENEFICIARIES AND CONDITIONS FOR SUPPORT

Under Decree No. 182/2024/ND-CP, enterprises are eligible for investment support if they satisfy the following criteria:

 
No. Type of Enterprise / Project Minimum Investment Capital (VND billion) Minimum Annual Revenue (VND billion) Special Conditions Disbursement Conditions
1 High-tech enterprises with investment projects 12,000 20,000 – Disbursement of at least VND 12,000 bn within 5 years or VND 10,000 bn within 3 years
2 Enterprises with projects for manufacturing high-tech products or applying high technology 12,000 20,000 – Disbursement of at least VND 12,000 bn within 5 years or VND 10,000 bn within 3 years
3 Enterprises under (1) and (2) investing in chip manufacturing, semiconductor integrated circuit, AI, or data centers. 6,000 10,000 – Disbursement of at least VND 6,000 bn within 5 years or VND 4,000 bn within 3 years
4 Enterprises under (1) and (2) having high technology, producing high tech products included in the List of breakthrough high technology, high-tech products Not Required Not Required Products and techologies must be included in the Government’s list of breakthrough high technology, high-tech products under Decision No.38/2022/QD-TTg Not Required
5 Enterprises with integrated circuit design projects Not Required Not Required Commitment to employ at least 300 Vietnamese engineers within 5 years and support training of  ≥30 engineers/ year Not Required
6 Research and Development (R&D) Center Project 3,000 – Must be registered and operate in accordance with the Law on Science and Technology Disbursement of at least VND 1,000 bn within 3 years
7 Enterprises under (1) and (2) increasing investment capital ≥ 12,000 (after increase) – – If additional capital < VND 10,000 bn: disburse at least VND 10,000 bn within 3 years;

If additional capital ≥ VND 10,000 bn: disburse at least VND 12,000 bn within 5 years
8 Enterprises under (3) increasing investment capital ≥ 6,000 (after increase) – – If additional capital < VND 4,000 bn: disburse at least VND 4,000 bn within 3 years;

If additional capital ≥ VND 6,000 bn: disburse at least VND 6,000 bn within 5 years

The general financial conditions include:

  • The investment capital disbursement period is calculated from the date of issuance or amendment of the Investment Registration Certificate, the Investment Policy Approval Decision, or the Investor Approval Decision.
  • The enterprise must not have any overdue tax liabilities or outstanding obligations to the state budget at the time of application submission.
  • The project’s revenue must be separately accounted for in order to qualify for support.
  • The enterprise must generate revenue in the financial year for which support is requested, derived from high-tech enterprise activities, high-tech application projects, or high-tech product manufacturing projects.

2. CATEGORIES OF QUALIFYING EXPENDITURE

Enterprises meeting the eligibility criteria may be entitled to support in respect of various categories of qualifying expenditure, including training, research and development (R&D), investment in fixed assets, and social infrastructure, subject to a maximum support rate of 50%:

 
No. Categories of Qualifying Expenditure Maximum Support Rate Key Conditions / Applicable Scope
1 Workforce training and development costs Up to 50% of actual eligible expenditure Training provided to Vietnamese employees (domestically or overseas; short-term or long-term)
2 Research and development (R&D) costs From 1% to 30% (progressive rates) Subject to the type of enterprise and total R&D expenditure incurred
3 Investment in new fixed assets Up to 0.5% of total investment capital Must be deployed to achieve high-tech objectives within 3 years
4 High-tech product manufacturing costs 1% – 3% of incremental production value Depending on revenue scale, workforce size, and local value-added ratio
5 Investment in social infrastructure Up to 25% of actual eligible expenditure Infrastructure serving employees (e.g. housing, kindergartens, healthcare facilities, etc.)
6 Initial investment costs Up to 50% of investment expenditure Applicable to R&D centres in the semiconductor or artificial intelligence (AI) sectors

3. APPLICATION DOSSIER FOR COST SUPPORT

To apply for investment support under Decree No. 182/2024/ND-CP, enterprises are required to submit 08 sets of application dossiers comprising the following documents:

  • Application for cost support.
  • Certified true copy of one of the following legal documents: the Investment Policy Approval Decision; the Investment Registration Certificate (if any); or an equivalent legal document.
  • Certified true copy of one of the following high-tech certifications: High-Tech Enterprise Certificate; Certificate of High-Tech Application Activities; Certificate of Establishment from a High-Tech Product Manufacturing Project; Certificate for an Investment Project for High-Tech Product Manufacturing; Investment Certificate for an R&D Centre; or a written confirmation issued prior to the effective date of the Law on High Technology. (Enterprises operating in a hi-tech park are exempt from submitting this item.)
  • Report on project implementation progress in accordance with the laws on investment.
  • Financial statements and audit documents, including: financial statements for the year in which support is claimed (audited); report on the costs for which support is sought (independently audited); and a detailed schedule of expenditure accompanied by valid invoices and supporting documents.
  • Results of periodic inspection of high‑technology activities (if any):
  • If not yet available, this may be supplemented no later than 15 January of the following year;
  • Exempted if the enterprise obtained the relevant confirmation before the Law on High Technology took effect.
  • List of employees, together with a confirmation letter from the social insurance authority evidencing participation in compulsory social insurance.
  • Written confirmation of tax fulfillment, in original or certified true copy form.
  • Letter of undertaking, confirming: compliance with Articles 3 and 4 of the Decree; and waiver of the right to initiate international claims in relation to the support received.
  • Other documents as may be specifically required by the competent authority.

4. PROCEDURES FOR INVESTMENT SUPPORT

Enterprises seeking cost support shall submit their dossiers either directly to the Receiving Authority[1] or via postal service, no later than 10 July of the year following the financial year for which support is requested. Upon receipt, the authority will, within 5 working days, review the dossier for completeness and validity, and may request amendments or supplements where necessary. The enterprise is then given 10 days to rectify and complete the dossier.

Once the dossier is deemed valid, the Receiving Authority will, within 3 working days, circulate it to relevant technical departments for comments. These departments are required to provide their opinions within 15 days. Where further clarification is required, the enterprise will be notified and granted up to 30 days to provide additional explanations, information, or supporting documents. Based on the consolidated inputs, the Receiving Authority will prepare an evaluation report on the application.

Subsequently, the evaluation report will be submitted to the provincial People’s Committee for consolidation and onward submission to the Fund’s Operating Authority before 1 October, and then to the Fund’s Management Council before 15 October. The Management Council will review and assess the application and submit it to the Government for a decision on support within 15 working days.

5. RETROACTIVE EFFECT

Where an enterprise has an ongoing project implemented prior to the effective date of Decree No. 182/2024/ND-CP and satisfies the applicable eligibility criteria, it may submit an application in accordance with the procedures set out in the Decree for consideration of support. The monitoring and evaluation of support effectiveness will be carried out throughout the project’s financial cycle, in compliance with principles of audit, transparency, and disclosure.
With its clearly defined financial support mechanisms, transparent procedures, and well-articulated eligibility conditions, Decree No. 182/2024/ND-CP provides a practical pathway for enterprises to proactively and effectively access State support policies. Proper and compliant implementation is expected to contribute to building a robust high-tech ecosystem in Vietnam, while enhancing the country’s competitiveness and attractiveness as an investment destination in the region.

[1] Management Authority of Economic Zones, Industrial Parks, or High-Tech Parks (for projects located within economic zones, industrial parks, or high-tech parks), or the provincial Department of Planning and Investment (now the Department of Finance) (for projects located outside such zones).

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LEGAL UPDATE – MARCH 2026 – Vietnam Enacts Personal Data Protection Law And Guiding Decree: New Compliance Obligations for Businesses

Published in March 2026

Nguyen Thu Huyen
Partner

Nguyen Duc Anh
Legal Assistant

Introduction

Drawing on global trends in enhancing personal data protection via legislation, Vietnam’s legal framework on this matter has evolved at pace in recent years. In 2023, Decree No. 13/2023/ND-CP (“Decree 13”) was enacted by the Government, establishing Vietnam’s framework for personal data protection. Building on Decree 13, the National Assembly officially enacted the Personal Data Protection Law (“PDPL”) on June 26, 2025. Subsequently, the Government issued Decree No. 356/2025/ND-CP (“Decree 356”) on December 31, 2025, providing further guidance to certain provisions of the PDPL. Both the PDPL and Decree 356 have taken legal effect from January 01, 2026.

In brief, the PDPL incorporates nearly all regulations under Decree 13 while introducing several major changes and additions. Further detailed by Decree 356, the new regulatory regime introduces fresh compliance challenges for businesses, particularly with the introduction of new penalties for violations, sector-specific regulations, and requirements for appointing personal data protection experts and organizations. Below, we highlight these key changes and additions.

1. Significant penalties for violations of data protection regulations

The PDPL introduces a comprehensive penalty regime for breaches of personal data protection obligations. Under the PDPL, both individuals and organizations may face civil and criminal liabilities for violations, alongside substantial monetary fines.

Regarding administrative sanctions, unlawful personal data trading can attract a penalty of up to ten times the illicit gain derived from the violation, or VND 3 billion, whichever is higher. For breaches related to cross-border data transfers, the penalty may reach up to 5% of the violator’s revenue from the previous year, or VND 3 billion, whichever is higher. Other violations are subject to fines of up to VND 3 billion, with further details on specific penalty levels expected to be issued by the Government in subsequent guidance.

Notably, for multinational corporations, it remains unclear whether the revenue-based penalty will be calculated based on Vietnam-specific revenue, or aggregate global revenue, making non-compliance a large financial risk.

2. More stringent requirements for obtainment of consent from Data Subjects

The PDPL establishes stricter requirements for obtaining consent from Data Subjects for data processing. Specifically, consent from a data subject will be valid only when:

  • Voluntary and informed: Consent is only valid if it is voluntary and the data subject is clearly aware of: (i) the types of personal data to be processed and the purpose of the processing; (ii) the identity of the Data Controller or Data Controller-Processor; (iii) the rights and obligations of the data subject;
  • Clear and specific: Consent must be expressed in a “clear and specific” manner that is reproducible in writing, including in electronic or other verifiable formats; and
  • Unbundled and purpose-specific: Consent must adhere to 04 principles: (i) specifically given for each data-processing purpose; (ii) without requiring also consent to purposes other than the agreed-upon data-processing purpose; (iii) valid until revoked or according to law; and (iv) silence or non-response does not constitute consent.

In addition, the PDPL notably permits data processing without consent in specific cases, which include during emergencies, for the operations of competent state agencies, and to protect the “justifiable rights or interests” of the Data-Controller, Data Processor or Data Controller-Processor in response to violations of those rights or interests. In such cases, supervisory mechanisms are required for processing data without consent.

Decree 356 further reinforces these provisions by providing that in the event of a dispute, the burden of proving valid consent lies with the Data Controller or Controller-Processor, and prohibits default opt-in settings or instituting unclear and confusing instructions between acceptance and non-acceptance.

Further, Decree 356 also introduces strict deadlines for fulfilling data subject requests, including:

  • Requests to withdraw consent or restrict processing: require a response within 2 working days, with an execution time limit of 15 (extendable to 20) days;
  • Requests to view, edit or provide data: require a response within 2 working days, with an execution time limit of 10 days;
  • Requests to delete data: require a response within 2 working days, with an execution time limit of 20 days.

3. New sector- and category-specific regulations

The PDPL introduces new personal data regulations targeting specific sectors, including: (i) employee management, monitoring and recruitment, (ii) healthcare and insurance, (iii) banking and finance, (iv) marketing and advertising, (v) social networks and over-the-top services, and (vi) big-data processing, artificial intelligence, blockchain, metaverse and cloud computing. These specific rules supplement the general obligations under the PDPL, and are expected to increase compliance in these fields.

By way of example, the major regulations for employee management, monitoring and recruitment are:

  • Purpose-specific: Employers are permitted to request and process only personal data that is necessary and directly serves the purpose of recruitment.
  • Deletion: Personal data of unsuccessful candidates must be deleted or destroyed after the recruitment process is complete, absent a specific agreement to retention. Similarly, upon termination of employment, the employer must delete or destroy the personal data of its employees, absent an agreement to the contrary or for compliance with legal requirements (e.g. for tax or social insurance purposes).

In addition, the PDPL also designates specific categories of personal data as subject to heightened standards for data processing, including (i) data of vulnerable persons; (ii) data from public recordings; and (iii) location and biometric data.

4. Data Protection Department, Officers and Service Providers

Previously, Decree 13 required the appointment of a Data Protection Officer only in specific situations. By contrast, the PDPL now requires all organization that process personal data to either (i) appoint Data Protection Officers (“DPO”) and/or form an internal Data Protection Department (“DPD”), or (ii) hire an external organization or individuals to provide these personal data protection services.

Decree 356 clarifies the specific competency requirements for these roles. Specifically

  • Internal DPOs must hold at least a college degree, complete specialized training in data protection, and possess a minimum of 2 years of post-graduation experience in fields such as legal affairs, information technology, cybersecurity, data security, risk management, compliance, or human resources. In case a DPD is formed, its personnel must satisfy the above criteria.
  • Individuals providing external DPO services must hold at least a college degree, complete specialized training in data protection, and possess a minimum of 3 years of post-graduation experience in the above fields. Organizations providing third-party DPD services must maintain at least three qualified individuals as personnel.

In addition, organizations providing personal data-processing services are required be fulfil requirements provided under Decree 356, as reflected in certificates of eligibility for provision of personal data processing services issued by the Ministry of Public Security in accordance with the procedure provided under this Decree.

5. Cross-border personal data transfer cases clarified

The PDPL specifies cases considered to be cross-border data transfer are:

  • Transfer of personal data stored in Vietnam to data-storage systems outside of Vietnamese territories;
  • Transfer of personal data by entities in Vietnam to offshore entities (i.e. agencies, organizations, and individuals); and
  • Usage by onshore or offshore entities (i.e. agencies, organizations, and individuals) of offshore data centers to process personal data collected in Vietnam.

6. Impact assessment requirements

The PDPL requires conducting and submitting submit a Data Processing Impact Assessment (“DPIA”) and Cross-Border Personal Data Transfer Impact Assessment (“TIA”) dossier only once throughout the entire operation of an organization or enterprise, subject to periodic updates: (i) every 06 months when changes occur; or (ii) within 10 days upon the occurrence of a reorganization, cessation of operations, dissolution or bankruptcy, changes to the data protection service provider, or the addition of new business lines related to data processing.

Exceptions to the above are provided for (i) employee data on cloud computing services for internal administration; (ii) transfers initiated by data subjects, and (iii) transfers by competent state authorities.

7. Transition

The PDPL has taken legal effect from January 01, 2026, with 02 exceptions for (i) small enterprises and startups not involved in the data processing sector may choose not to comply with impact assessment requirements and appointment of Data Protection Department/Officer for 05 years from the PDPL’s above effective date, and (ii) household businesses and microenterprises not involved in the data processing sector, not processing sensitive personal data, or not processing personal data of a large number of data subjects, are granted a full exemption from certain of such obligations.

Decree 356 further clarifies that these exceptions do not apply if the entity (i) processes sensitive personal data; (ii) engages in the business of providing data processing services; or (iii) reaches a scale of 100,000 data subjects “based on the accumulated results of the total amount of personal data processed.”

8. Outlook

The PDPL and detailed guidance of Decree 356 significantly clarify and strengthen the requirements on personal data protection compared to the previous legal framework, thereby imposing new and more stringent compliance obligations on businesses. With the Law having taken effect on 1 January 2026, enterprises should review their personal data processing activities, assess their current level of compliance, and develop an appropriate compliance roadmap to mitigate legal and financial risks.

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LEGAL UPDATE – FEBRUARY 2026 – THE LAW ON INVESTMENT 2025, EFFECTIVE FROM 1 MARCH 2026, INTRODUCES KEY CHANGES FOR INVESTORS AND ENTERPRISES

Published in February 2026

Nguyen H.Nhat Thi
Counsel

Trinh Nguyen Hoang
Legal Assistant

ABSTRACT:

The period from 2020 to 2025 has been marked by significant geopolitical volatility. Investment activities and global supply chains have undergone substantial restructuring. It is widely observed that investment flows in general, and next-generation foreign direct investment (FDI) in particular, are no longer primarily driven by low-cost advantages or short-term incentives. Instead, they are increasingly oriented toward jurisdictions offering stable investment environments, well-integrated political, social, environmental, and technological infrastructure, and a strong commitment to sustainable development standards.

In this context, despite the Law on Investment having been amended and promulgated in 2020[1] and subsequently revised three times (in 2022, 2024, and 2025), there remains an urgent need to enact a unified, stable, and transparent investment law with low compliance costs, capable of unlocking potential, fostering growth, and attracting both domestic and foreign investment resources.

In furtherance of Politburo of Vietnam’s Resolution No. 68-NQ/TW dated 4 May 2025 on private sector development, Conclusion No. 119-KL/TW dated 20 January 2025 on orientations for reforming and improving the law-making process, and Resolution No. 66/NQ-CP dated 26 March 2025 of the Government on the program for reducing and simplifying administrative procedures related to production and business activities for 2025–2026, the Law on Investment 2025[2] has been promulgated and takes effect on 1 March 2026, further enhancing the legal framework governing investment and business activities in Vietnam.

Key highlights of the Law on Investment 2025 that investors and enterprises should note include:

  • Further decentralization of authority to approve investment policy to local authorities, along with clearer identification of projects subject to such approval;
  • Expansion of the scope of application of special investment procedures (introducing a “post-audit” mechanism in lieu of “pre-approval”);
  • Introduction of provisions allowing foreign investors to establish economic organizations prior to obtaining an Investment Registration Certificate ;
  • Reduction in the number of conditional business lines;
  • Elimination of two cases in which investors are required to obtain approval for adjustments to investment policy;
  • Greater flexibility for investors in adjusting the operational term of investment projects; and
  • Simplification of procedures for outbound investment.

1. DECENTRALIZATION OF AUTHORITY FOR APPROVAL OF INVESTMENT POLICY

Previously, the amended Law on Investment 2020 categorized projects subject to investment policy approval based on the authority of competent bodies, namely the National Assembly, the Prime Minister, and provincial-level People’s Committees. The Law on Investment 2025 adopts a clearer and more practicable approach. Article 24 sets out an exhaustive list of 20 categories of projects subject to investment policy approval, while Article 25 delineates the approving authorities in hierarchical order, including the National Assembly, the Prime Minister, Chairpersons of provincial-level People’s Committees, and Management Boards of industrial parks, export processing zones, high-tech zones, and economic zones. A notable development is the stronger push toward decentralization of approval authority. This shift is expected to shorten the timeline for implementing investment procedures and alleviate the appraisal and approval burden at the central level.

Specifically, the National Assembly now retains authority only over “investment projects requiring the application of special mechanisms or policies that deviate from existing laws or resolutions of the National Assembly.” All other categories of projects that previously fell under its authority under the Law on Investment 2020, such as projects with significant environmental impact, projects involving large-scale conversion of agricultural land use, or projects requiring large-scale resettlement, have been reallocated to the Prime Minister.

In contrast, the Prime Minister continues to retain authority over eight categories of projects with substantial implications for national security, natural resources, and sensitive sectors, including, for example, investment projects involving betting and casino operations, as well as nuclear power plant projects, etc.

At the same time, the provincial People’s Committee[3] are granted broader authority compared to the Law on Investment 2020, with competence expanded to cover 13 categories of investment projects, up from 7 previously. Specifically, several categories of projects that were formerly under the authority of the Prime Minister, such as petroleum processing projects; airports and airfields; runways; passenger terminals of international airports; and new investment projects in air passenger transport services, have now been further decentralized to the Chairpersons of the provincial People’s Committees.

In addition to clarifying and decentralizing project categories subject to investment policy approval, the Law on Investment 2025 no longer prescribes detailed provisions on dossiers, procedures, and processes for such approval. These matters are instead delegated to the Government for detailed regulation. This approach is intended to enhance the stability of the law while ensuring greater flexibility in policy administration by the Government.

2. EXPANSION OF THE SCOPE OF APPLICATION OF SPECIAL INVESTMENT PROCEDURES

Previously, this mechanism had been applied on a limited basis since 15 January 2025, when one of the amendments to the Law on Investment 2020[4] introduced the option for investors to select a special investment procedure, provided that the project was implemented in designated areas such as industrial parks, export processing zones, high-tech zones, or functional zones within economic zones. Its application was further restricted to certain priority sectors relating to innovation and high technology, including investments in research and development (R&D) centers, semiconductor integrated circuit and semiconductor materials industries, as well as infrastructure for Big Data, cloud computing (iCloud), 5G, etc.

With effect from 1 March 2026, Article 28 of the Law on Investment 2025 significantly broadens the scope of this special investment procedure. It now applies to investment projects located in industrial parks, export processing zones, high-tech zones, centralized digital technology zones, free trade zones, international financial centers, and functional zones within economic zones, across all business sectors, except for “projects subject to investment policy approval as prescribed by the Government”.

This procedure allows investors to bypass the entire “pre-approval” appraisal process, which would otherwise take several months and include steps such as investment policy approval, technology appraisal, environmental impact assessment, preparation of 1/500 detailed planning, construction permitting, and fire prevention and fighting approval. Instead, competent authorities will assume responsibility for inspection, supervision, and evaluation of project implementation under a “post-audit” mechanism in accordance with applicable laws, as well as in line with Government guidance at the decree level.

From a regulatory and policy-making perspective, this represents a significant development under the Law on Investment 2025. It reflects a continued shift toward reducing ex ante licensing requirements for projects implemented in areas with well-developed and integrated infrastructure, while placing greater emphasis on reporting, evaluation, inspection, and supervision during project implementation.

In parallel, with the establishment of the Vietnam International Financial Center (VIFC), the special investment procedure is expressly extended to the VIFC, aligning with the Vietnamese Government’s policy of positioning it as an attractive investment destination for investors.

3. ALLOWING FOREIGN INVESTORS TO ESTABLISH ECONOMIC ORGANIZATIONS PRIOR TO OBTAINING AN INVESTMENT REGISTRATION CERTIFICATE

For the first time, the Law on Investment 2025[5] permits foreign investors to establish an economic organization and obtain an Enterprise Registration Certificate (“ERC”) prior to applying for an Investment Registration Certificate (“IRC”), provided that market access conditions are satisfied.

This reform is intended to address a longstanding bottleneck in foreign investment activities. Previously, in order to prepare an application for an IRC, foreign investors were required to undertake various preparatory steps, such as entering into office lease agreements, recruiting key personnel, opening bank accounts, or arranging work authorization for foreign employees, all while “lacking legal entity status”. Allowing the issuance of an ERC prior to IRC application enables foreign investors to shorten market entry timelines, reduce intermediary costs, and enhance proactiveness, transparency, and efficiency in structuring, negotiating, and implementing investment projects.

However, the practical implementation of this provision remains subject to further guidance at the decree level. In particular, appropriate regulatory solutions will be required to address scenarios where a foreign investor has obtained an ERC but is subsequently unable to secure an IRC.

4. REDUCTION OF THE LIST OF CONDITIONAL BUSINESS LINES

The Law on Investment 2025 further operationalizes the overarching policy of streamlining conditional business lines by reducing the list from 227 sectors to 198 sectors.

Specifically, certain sectors such as tax procedure services, customs procedure services, insurance auxiliary services, labor outsourcing services, architectural services, and data center services have been removed from the list.

At the same time, several new business lines reflecting emerging economic demands have been added, including services supporting transactions on the domestic carbon exchange (in line with Decree No. 29/2026/ND-CP on the domestic carbon trading platform) and mobile money services.

In addition, the Government is tasked with classifying these 198 conditional business lines and promulgating two separate lists:[6]

  • Business lines that require licensing or certification prior to commencing investment and business activities; and
  • Business lines for which the regulatory approach will shift from licensing or certification to a disclosure-based regime, whereby enterprises are required to publish applicable conditions and will be subject to post-audit supervision.

The publication of these lists will provide greater clarity for investors, enabling them to distinguish between sectors that require the investor to comply with or require sub-licenses as a prerequisite for operation and those that, although conditional, may commence operations upon disclosure and be subject to subsequent “post-audit” regulatory.

Note: The list of conditional business lines under Appendix IV of the Law on Investment 2025 will take effect from 1 July 2026.

5. REDUCING THE NUMBER OF CASES REQUIRING ADJUSTMENT OF INVESTMENT PROJECTS

During the implementation of an investment project, investors are, in certain circumstances, required to carry out procedures for adjusting the investment project, including obtaining approval for adjustments to the investment policy. In practice, these procedures can be time-consuming, disrupt project implementation, and even cause investors to miss business opportunities or delay the adoption of new technologies, particularly in cases where the changes do not necessitate substantive regulatory intervention.

Article 33 of the Law on Investment 2025 addresses this issue by abolishing two cases in which adjustment of the investment policy was previously mandatory upon modification of an investment project, namely:

  • Changes to the total investment capital by 20% or more resulting in a change in project scale; and
  • Changes to technologies that had been appraised or consulted during the investment policy approval process.

Following this streamlining, Article 33 now retains only five cases in which investors are required to obtain approval for adjustments to the investment policy:

  • Amendments to or supplementation of contents or objectives that fall within the scope of investment policy approval as stipulated in the original approval decision;
  • Changes to the scale of land use as prescribed by the Government (previously defined as exceeding 10% or 30 hectares), or changes to the project location;
  • Extension of the project implementation schedule where the adjustment exceeds 24 months, as provided under Article 33.4 of the Law on Investment 2025;
  • Adjustment of the operational term of the investment project; and
  • Changes to the investor of a project that was approved concurrently with investor approval prior to project operation, or changes to investor conditions (if any).

Note: Although the two abolished cases no longer require adjustment of the investment policy, if such changes result in modifications to key contents recorded in the Investment Registration Certificate (IRC), investors are still required to carry out procedures to amend the IRC to reflect those changes.

6. GREATER FLEXIBILITY IN THE OPERATIONAL TERMS OF INVESTMENT PROJECTS

Unlike the Law on Investment 2020, the Law on Investment 2025 grants investors greater autonomy in managing the operational term of their investment projects.

Under the Law on Investment 2020, the prevailing interpretation limited investors to extending the operational term of a project only upon its expiry, and only where the investor wished to continue implementing the project.

By contrast, while the Law on Investment 2025 retains this mechanism, thereby preserving the right of investors to apply for an extension upon expiry, it further expands investor rights by allowing that, “during the course of project implementation … investors may increase or decrease the operational term of the investment project.”[7]

This provision establishes a mechanism providing investors with greater certainty in forecasting and managing the duration of their investment projects. Accordingly, during the course of project implementation, investors may proactively request an extension of the project’s operating term beyond the period previously approved, rather than having to wait until the expiry of the project term to initiate extension procedures.

Furthermore, for project transfers, the Law on Investment 2025 introduces the possibility of extending the operational term based on proposals from the transferee-investor, particularly where the remaining term of the project is insufficient to support the latter’s financial plan or business model.[8] Such proposals are to be submitted in conjunction with procedures for approval or adjustment of the investment policy, or for the issuance or amendment of the IRC during the project transfer process.

7. SIMPLIFICATION OF OVERSEAS INVESTMENT

The Law on Investment 2025 abolishes the requirement for investment policy approval for outward investment activities. Accordingly, investors are now only required to obtain an Outward Investment Registration Certificate in two cases: (i) the project involves an outward investment capital amount exceeding the threshold prescribed by the Government; or (ii) the project falls within conditional outward investment sectors as stipulated under Article 41.1 (i.e. banking, insurance, securities, press, broadcasting, television, and real estate business). For large-scale projects or those proposing special mechanisms or policies, the Ministry of Finance is required to report to the Prime Minister for consideration prior to the issuance or amendment of the Outward Investment Registration Certificate.

Projects that do not fall within the above cases are exempt from the requirement to obtain an Outward Investment Registration Certificate and are only required to register foreign exchange transactions in accordance with relevant laws.

8. KEY TRANSITIONAL PROVISIONS OF NOTE FOR INVESTORS

Pursuant to Article 52 of the Law on Investment 2025, several transitional provisions apply from 1 March 2026 as follows:

First, preservation of the legal validity of previously issued licenses.

All Investment Licenses, Investment Incentive Certificates, Investment Certificates, IRCs, and decisions on investment policy approval or approval in principle issued prior to the effective date of the Law on Investment 2025 shall remain valid and continue to be implemented in accordance with their approved contents.

Second, retention of more favorable market access conditions.

Economic organizations with foreign invested capital that are currently subject to more favorable market access conditions than those prescribed under Article 8 of the Law on Investment 2025 shall continue to enjoy such conditions as recorded in their issued IRCs. This ensures the stability of the investment environment and compliance with international investment treaties.

Third, continued processing of pending applications under the previous law.

Valid applications received in accordance with the Law on Investment 2020 prior to 1 March 2026 shall continue to be processed under the provisions of the Law on Investment 2020, except for the following two cases:

  • Where a project had been submitted to the Prime Minister for consideration of investment policy approval or adjustment prior to the effective date of the Law on Investment 2025 but fails to meet the conditions for approval or adjustment under the Law on Investment 2020, the Ministry of Finance shall transfer the project dossier, appraisal opinions, and appraisal report to the Chairperson of the provincial People’s Committee for handling in accordance with the authority prescribed under the Law on Investment 2025;
  • Where a project had not yet been submitted to the Prime Minister for consideration of investment policy approval or adjustment prior to the effective date of the Law on Investment 2025, the Ministry of Finance shall transfer the project dossier and appraisal opinions (if any) to the Chairperson of the provincial People’s Committee for handling in accordance with the authority prescribed under the Law on Investment 2025.

Fourth, continued validity of sub-licenses for abolished conditional business lines.

 For conditional business lines that were regulated under the Law on Investment 2020 but have been abolished under the Law on Investment 2025, organizations and individuals may continue to use licenses, certificates, practicing certificates, written confirmations, or other forms of approval for investment and business activities issued by competent state authorities until their expiry dates.

CONCLUSIONS:

Overall, the Law on Investment 2025 introduces substantial and fundamental changes in legislative approach and regulatory philosophy, moving toward a more progressive, modern, and innovation-driven framework. These changes reflect a clear shift from centralized to decentralized authority, from ex-ante licensing to ex-post supervision, and from detailed prescriptive rules to a principles-based legal framework. Such reforms are designed to further improve the legal regime governing investment activities, remove regulatory bottlenecks, align with international standards, and enhance Vietnam’s regional and global competitiveness.

Investors and enterprises should note these changes, develop a thorough understanding of the new provisions under the Law on Investment 2025, as well as closely monitor implementing decrees issued by the Government and Circulars from relevant ministries. Doing so will be critical to effectively leveraging these reforms and maximizing the benefits arising from the new legal framework.

[1] Law on Investment No. 61/2020/QH14 issued by the National Assembly dated 17/06/2020, effective date from 01/01/2021 (“Law on Investment 2020”).

[2] Law on Investment No. 143/2025/QH15 issued by the National Assembly dated 11/12/2025, effective date from 01/03/2026 (“Law on Investment 2025”).

[3] The Law on Investment 2025 has shifted the authority for investment policy approval at the provincial level from the provincial People’s Committee(s) to the Chairperson thereof.

[4] Law No. 57/2024/QH15 amending and supplementing certain provisions of the Law on Planning, Law on Investment, Law on Public-Private Partnership Investment and Law on Bidding, in force as from 15 January 2025.

[5] Article 19.2 of Law on Investment 2025.

[6] Article 7.1 of the Law on Investment 2025.

[7] Article 31.4 of the Law on Investment 2025.

[8] Article 52.6 of the Law on Investment 2025.

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BIZCONSULT AFFIRMS ITS INTERNATIONAL ROLE AT THE 2025 SHANGHAI GLOBAL INVESTMENT FORUM

11 March 2025

From February 22 to February 23, 2025, Bizconsult Law Firm had the honor of participating in the 2025 China Enterprises Going Global & Global Professional Services Forum, held in Shanghai, China. This prestigious international investment forum brought together leading experts across various fields to discuss the globalization trends of Chinese enterprises and propose legal, financial, and strategic solutions to optimize their expansion into international markets.

Bizconsult – A Strategic Bridge Connecting Chinese Enterprises to Vietnam

During the forum, in-depth discussions across different regions provided insightful perspectives on key investment markets. Experts analyzed legal, financial, tax, and compliance factors, offering essential guidance for businesses to:
✔ Develop well-structured market entry strategies
✔ Identify and capitalize on potential investment opportunities
✔ Plan and manage assets effectively
✔ Prepare for IPOs and address critical legal matters

As key speakers at the forum, Lawyer Tuan Nguyen and Lawyer Huyen Nguyen, representing Bizconsult Law Firm, delivered in-depth presentations, offering a comprehensive overview and sharing practical experiences in assisting Chinese enterprises to expand their investments and business operations in Vietnam. Their insights not only helped businesses gain a clearer understanding of Vietnam’s legal framework and investment policies, but also highlighted the competitive advantages that Vietnam offers within the region.

Bizconsult’s Leadership in the International Legal Arena

Bizconsult’s presence at the forum not only reinforced the firm’s leading role in legal and investment consultancy, but also contributed to solidifying Vietnam’s position as an attractive destination for foreign investors. With extensive experience in advising and assisting foreign businesses entering the Vietnamese market, Bizconsult has played a pivotal role in helping enterprises navigate regulatory complexities, maximize competitive advantages, and ensure legal compliance when investing in Vietnam.

This forum marks a significant milestone in Bizconsult’s international cooperation strategy, reaffirming the firm’s long-term vision and strong commitment to fostering a transparent, favorable, and sustainable investment environment.

With its meaningful contributions at the event, Bizconsult continues to assert its position as one of Vietnam’s leading law firms, constantly enhancing its expertise, expanding its global network, and facilitating strategic investment opportunities for clients and partners worldwide.

Below are some images of Bizconsult Law Firm’s lawyers delivering presentations at the International Forum.