Investment Law Vietnam 2026: Conditional Business Lines, Post‑inspection Tax & FDI Approvals

Vietnam’s investment law landscape shifted decisively on 1 March 2026 when the Law on Investment No. 143/2025/QH15 took effect, replacing key provisions of the former 2020 framework and reshaping the compliance obligations of every foreign‑invested enterprise operating in or entering the country. Decree No. 96/2026/ND‑CP, issued on 31 March 2026, added granular implementation rules, from revised conditional business line lists and market access restrictions to a formalised hậu kiểm (post‑inspection) tax regime that fundamentally changes how authorities verify investor compliance after registration.

For general counsel, CFOs and investment managers overseeing FDI projects in sectors ranging from industrial parks to renewable energy, the core compliance question is now threefold: determine whether your business line is prohibited, still conditional, or fully open; map the corresponding approval pathway; and prepare your documentation for post‑inspection scrutiny before an audit notice arrives.

One‑Sentence Takeaway for Counsel

Action now: Every foreign investor with an active or planned project in Vietnam must re‑map its registered business lines against the revised conditional and prohibited lists under Law No. 143/2025 and Decree 96/2026, update its investment registration certificate (IRC) documentation, and build an audit‑ready file to satisfy the new hậu kiểm post‑inspection obligations, ideally within 90 days of the Decree’s effective date.

Legal Framework & Timeline, Law on Investment 2025 and Decree 96/2026 Under Vietnam’s Investment Law

The Law on Investment No. 143/2025/QH15 was adopted by the National Assembly on 11 December 2025 and entered into force on 1 March 2026. It amends and replaces significant portions of the 2020 Law on Investment (No. 61/2020/QH14), which had itself consolidated the earlier 2014 regime. The 2025 law targets three structural goals: streamlining market access by reducing the number of conditional business lines, strengthening post‑registration oversight through formalised post‑inspection (hậu kiểm) mechanisms, and clarifying FDI approval procedures for large‑scale projects in priority sectors such as industrial parks, real estate development and energy.

Decree No. 96/2026/ND‑CP, issued by the Government on 31 March 2026, serves as the primary implementing regulation. It specifies the revised negative list of market access restrictions for foreign investors, details the procedural requirements for investment registration and approval, and introduces the hậu kiểm compliance framework that tax and licensing authorities will use when conducting post‑registration inspections. Vietnam’s Ministry of Planning and Investment (MPI) retains overall supervisory authority, while provincial Departments of Planning and Investment (DPIs) handle most day‑to‑day registrations and approvals.

Transitional provisions in both the Law and Decree 96 provide that projects already holding valid Investment Registration Certificates (IRCs) issued before 1 March 2026 may continue operating under the terms of their existing certificates until their next scheduled renewal or amendment. However, any material change, including scope expansion, ownership restructuring or business line addition, triggers an obligation to comply with the new requirements. Industry observers expect that the practical effect of this transitional rule is to create a compliance cliff for investors who have deferred restructuring, since any amendment filed after 1 March 2026 will be assessed under the new regime.

Key Legislative Timeline

Conditional Business Lines Under Investment Law Vietnam, What Was Removed, Retained and the Decision Matrix

The most commercially significant change under the 2025 investment law reform is the reduction of Vietnam’s conditional business line list. Under the previous 2020 framework, foreign investors faced a list of over 200 conditional business lines, activities for which market access was subject to additional licensing, ownership caps or prior approval conditions. Law No. 143/2025 and Decree 96/2026 together remove a substantial number of these conditions, with practitioner analyses indicating that approximately 38 business lines have been delisted or consolidated. The precise scope of removals is set out in the annexes to Decree 96/2026.

To navigate the revised framework, foreign investors must understand the three‑tier classification that now governs market access restrictions:

• Prohibited business lines. Activities that remain entirely off‑limits to all investors (foreign and domestic), such as certain narcotics‑related manufacturing and activities harmful to national defence. The prohibited list is narrow and largely unchanged.
• Conditional business lines (retained). Activities where foreign investment is permitted but subject to specified conditions, ownership caps, licensing requirements, minimum capital thresholds, or mandatory joint venture structures. These conditions are now documented in the revised negative list annexed to Decree 96/2026.
• Open business lines. Activities where the conditions previously imposed have been removed. Foreign investors may now register and operate in these areas on the same basis as domestic enterprises, subject only to standard business registration and post‑inspection obligations.

Conditional Business Lines: Before vs After the 2025 Law

How to Check Your Industry Code Mapping to Vietnam’s Market Access Lists

Foreign investors should map their specific activities to Vietnam’s national industry classification system (VSIC codes), which aligns broadly with the ISIC Rev. 4 framework. The revised negative list under Decree 96/2026 references VSIC codes alongside descriptions of conditional activities and the specific restrictions or conditions that apply. Investors operating in sectors with detailed product or service classifications, such as manufacturing sub‑sectors using HS (Harmonized System) codes for customs purposes, should cross‑reference both their VSIC registration and their HS codes against the Decree 96 annexes.

Where ambiguity exists between a VSIC code description and the actual scope of business operations, the likely practical effect will be that provincial DPIs request clarification documentation, making it essential to have a well‑prepared project scope narrative that links the investor’s activities directly to the relevant codes and the applicable conditions (or the absence thereof) under the updated lists.

Hậu Kiểm (Post‑Inspection) Tax Regime, Triggers, Documentation and Mitigation Under Investment Law Vietnam

One of the most consequential changes for foreign investor compliance under the 2026 reforms is the formalisation of the hậu kiểm (post‑inspection) approach. Under the previous regime, investment authorities conducted a degree of upfront verification at the registration stage, checking capital adequacy, business line eligibility and basic corporate documentation before issuing an IRC. The new framework under Law No. 143/2025 and Decree 96/2026 shifts significant verification responsibility to the post‑registration phase. Authorities grant registration more quickly, but conduct substantive compliance inspections after the enterprise begins operations.

This shift carries material tax and compliance risk. Under the hậu kiểm model, tax authorities, provincial DPIs and sector regulators may conduct inspections at any time during the life of the project to verify that the enterprise’s actual operations match its registered scope, that tax incentives were properly claimed, and that capital contribution schedules have been met. The practical implication is that foreign‑invested enterprises must maintain audit‑ready documentation from day one, rather than assembling it reactively when an inspection notice arrives.

Typical triggers for a hậu kiểm post‑inspection include:

• Invoicing irregularities. Mismatches between VAT invoices, service descriptions and the enterprise’s registered business lines.
• Transfer pricing red flags. Related‑party transactions with pricing that deviates significantly from arm’s‑length benchmarks, particularly cross‑border intercompany charges.
• Unexplained capital flows. Discrepancies between the capital contribution schedule filed at registration and actual funds received, or unexplained offshore remittances.
• Business line mismatch. Revenue generated from activities not listed in the IRC, or activities that fall under conditional business lines for which no separate approval was obtained.
• Incentive misuse. Claims for corporate income tax (CIT) incentives, land rental exemptions or import duty reductions where the enterprise’s actual activities or location do not meet eligibility criteria.
• Delayed statutory filings. Late or incomplete annual reporting to the DPI, tax authority or other sector regulators.

Audit‑Ready Document Checklist (Tax & Corporate)

To satisfy hậu kiểm inspection requirements under Decree 96/2026, foreign‑invested enterprises should maintain the following documentation in an accessible, indexed format:

• Investment Registration Certificate (IRC), current version plus all amendments
• Enterprise Registration Certificate (ERC), with up‑to‑date shareholder and legal representative details
• Charter / Articles of Association, reflecting current governance structure
• Shareholder resolutions and board minutes, evidencing capital contributions, scope changes, related‑party approvals
• Capital contribution evidence, bank remittance records, foreign exchange certificates, capital account statements
• Transfer pricing documentation, local file, master file, and Country‑by‑Country Report (CbCR) where applicable
• VAT invoices and contracts, complete records for all revenue streams, with clear linkage to registered business lines
• Tax incentive application files, original application, approval letters, and evidence of ongoing eligibility (location certificates, employment headcount, etc.)
• Environmental and sector licences, current permits, inspection reports and renewal documentation
• Beneficial ownership (BO) records, declarations of ultimate beneficial owners as required by anti‑money laundering regulations

Negotiation & Remedial Steps If Inspection Finds Non‑Compliance

If a hậu kiểm inspection identifies discrepancies, the enterprise typically receives a preliminary inspection report with a deadline to respond, usually 15 to 30 working days, depending on the authority. Best practice is to engage experienced local tax counsel immediately, prepare a written response addressing each finding point‑by‑point with supporting documentation, and, where appropriate, proactively disclose and correct errors before a formal penalty assessment is issued. Voluntary disclosure and correction before a final inspection conclusion generally results in reduced penalties under Vietnam’s tax administration law.

Where the finding relates to business line scope (operating outside the registered activities), the enterprise should simultaneously file for an IRC amendment to regularise its position, while seeking legal advice on whether the relevant activity triggers conditional business line requirements under the revised lists.

FDI Approvals & Documentation, Industrial Parks, Real Estate and Energy Projects

The approval workflow for foreign‑invested projects under the 2026 investment law framework varies significantly by sector, project scale and the degree to which Decree 96/2026 has shifted obligations from pre‑approval to post‑registration. This section provides step‑by‑step guidance for three priority sectors where FDI approvals are most complex.

Industrial Parks, Land Allocation, Investor Selection and MPI Filings

Large‑scale industrial park setup projects typically require in‑principle approval from the Prime Minister or the relevant Provincial People’s Committee (PPC), followed by investment registration with the provincial DPI. Under Decree 96/2026, the documentation requirements for industrial park developers include:

• Investment project proposal, setting out the scope, scale, capital structure, timeline and expected economic impact
• Land allocation or lease decision, issued by the PPC, evidencing lawful access to the project site
• Environmental Impact Assessment (EIA), approved by the relevant provincial or central environmental authority (MONRE or DONRE)
• Master plan and zoning confirmation, demonstrating that the proposed industrial park conforms to the provincial and national land use master plan
• Capital commitment proof, bank statements, parent company guarantees or audited financial statements demonstrating the investor’s capacity to fund the project
• MPI/MOI filings, depending on the project’s scale and location, filings to the Ministry of Planning and Investment or the Ministry of Industry and Trade may be required for projects involving infrastructure incentives

Industry observers expect that Decree 96/2026 reduces the upfront documentation burden slightly by deferring certain detailed technical submissions to the post‑registration stage. However, the hậu kiểm framework means that any documents deferred at registration must be available for inspection at short notice once operations commence.

Real Estate Projects, Foreign Ownership, Land Use Rights and Documentation

Real estate development projects attract some of the most complex FDI approval requirements under Vietnam’s investment law, because they intersect with the Land Law, the Housing Law and the Real Estate Business Law. Key compliance considerations under the 2026 framework include:

• Land use right certificates (LURCs), the investor must evidence lawful land use rights, either through direct allocation from the State or through acquisition from an existing rights holder in compliance with land conversion rules
• Zoning and construction approvals, project investor registration must be accompanied by zoning confirmation and, for construction projects, building permits issued by the relevant construction authority
• Foreign ownership caps, the Housing Law limits foreign ownership of apartments in any single building to 30% of units, and of landed houses in any ward to 10%. Decree 96/2026 requires real estate developers to file documentation demonstrating compliance with these caps at the point of sale, with post‑inspection verification of purchaser nationality records
• Project investor registration, foreign investors developing real estate must obtain an IRC and register as a project investor with the provincial DPI, providing evidence of capital, land rights and development plans

Energy Projects, Licensing, Grid Connection and Incentive Filings

Energy sector FDI, including independent power producers (IPPs) and renewable energy projects, requires both investment approval and sector‑specific licensing. Under the 2026 regime:

• Power development plan alignment, the project must be included in or consistent with the national Power Development Plan (PDP)
• Power Purchase Agreement (PPA) draft, a draft PPA with the Vietnam Electricity Group (EVN) or a designated buyer is typically required at the approval stage
• Environmental permission, an EIA specific to energy infrastructure, covering emissions, land disturbance and water use
• Technical feasibility study, demonstrating grid connection capacity, technology standards and construction timelines
• Investment registration, filed with the DPI, including all standard IRC documentation plus energy‑sector annexes
• Tariff and tax incentive filings, where applicable, applications for CIT incentives, import duty exemptions on equipment, and land rental reductions must be filed with the relevant tax authority and referenced in the IRC application

Comparison Table, Approval Obligations by Project Type

Compliance Checklist & Timeline Templates for Investment Law Vietnam

The following prioritised checklist organises the immediate actions that foreign‑invested enterprises and incoming investors should take within the first 90 days following the effective date of Decree 96/2026. Each item addresses a specific compliance obligation under the revised framework.

30 / 60 / 90 Day Action Checklist

Within 30 days:

• Business line re‑mapping. Cross‑reference every activity listed in your current IRC against the revised conditional and prohibited lists in the Decree 96/2026 annexes. Identify any business lines that have been removed from the conditional list (and therefore no longer require separate approval) and any that remain conditional (requiring you to verify that existing approvals are still valid).
• Document inventory. Assemble the audit‑ready file described in the hậu kiểm checklist above. Confirm that all IRCs, ERCs, shareholder resolutions, capital contribution records and tax incentive files are current and accessible.
• Engage local counsel. Instruct Vietnam‑qualified investment and tax advisers to review your project against the new requirements and identify any gaps.

Within 60 days:

• Sector mapping and risk assessment. For each project, map the specific approval pathway (pre‑approval vs registration‑only) under the revised framework and document the applicable conditions.
• Tax reconciliation. Reconcile all claimed CIT incentives, import duty exemptions and land rental reductions against current eligibility criteria. Prepare a transfer pricing snapshot for the current fiscal year.

Within 90 days:

• Transfer pricing update. Ensure local file and master file documentation is current and consistent with actual intercompany transactions.
• Local counsel sign‑off. Obtain written confirmation from counsel that the enterprise’s registered scope, documentation and compliance posture satisfy the revised requirements.
• Submit any pending filings. File any outstanding IRC amendments, annual DPI reports, or sector‑specific notifications that are required to bring the enterprise into full compliance.

Sector Examples & Short Case Studies

Industrial park, lost incentive due to scope error. A foreign consortium developing a mid‑scale industrial park in a central Vietnamese province filed for fast‑track CIT incentives based on its IRC, which listed “industrial park infrastructure development” as its primary activity. During a routine post‑inspection review, the DPI determined that the investor was also operating warehousing and logistics services, activities registered under a different VSIC code that did not qualify for the same incentive tier. The CIT incentive was partially revoked for the relevant fiscal years. The lesson: ensure that every revenue‑generating activity is explicitly registered and mapped to the correct incentive eligibility category before operations commence.

Real estate JV, hậu kiểm exposure avoided by early disclosure. A foreign‑invested real estate joint venture discovered, during an internal review triggered by the Decree 96/2026 rollout, that its capital contribution schedule was six months behind the timeline filed with the DPI. Rather than waiting for a post‑inspection notice, the JV proactively filed an amended capital schedule with supporting bank remittance evidence and a written explanation. Early indications suggest that this voluntary correction approach significantly reduces the risk of penalties under the new hậu kiểm framework, compared to enterprises that are found non‑compliant during a formal inspection.

Conclusion, Your Next Steps Under Investment Law Vietnam 2026

The combined effect of Law No. 143/2025 and Decree 96/2026 is to create a faster registration pathway paired with more rigorous post‑registration enforcement, a trade‑off that demands proactive compliance from every foreign investor. The essential steps are clear: re‑map your business lines against the revised conditional and prohibited lists, update your project dossier and IRC to reflect the current requirements, build and maintain an audit‑ready hậu kiểm file covering tax, corporate and sector documentation, and engage experienced local counsel to close any gaps before the authorities identify them.

Vietnam remains one of the most dynamic FDI destinations in Southeast Asia, and the 2026 reforms are designed to attract investment more efficiently, but only for investors who meet the new standards of foreign investor compliance from the outset.

Sources

1. LuatVietnam, English Translation of the 2025 Law on Investment
2. Indochine Counsel, Special Alert: Decree 96/2026 Guiding Investment Law 2025
3. WTO, Vietnam Accession: Investment Law Reference
4. UNCTAD Investment Policy Hub, Viet Nam Law on Investment
5. Vietnam Briefing, Understanding Vietnam’s Amended Investment Law
6. LuatVietnam, Market Access Restrictions for Foreign Investors in Vietnam
7. ASEAN Briefing, Vietnam Law on Investment (Practitioner PDF)