The Law on Investment 2025 (“LOI 2025”) took effect on 1 March 2026. To implement the LOI 2025, the Government issued Decree No. 96/2026/ND-CP dated 31 March 2026 (“Decree 96”), which replaces Decree No. 31/2021/ND-CP (“Decree 31”) and establishes a revised regulatory framework governing both domestic and foreign investment activities in Vietnam.
The key highlights of Decree 96 are summarized below.
1. Foreign investors may establish an economic organization before or after obtaining an IRC
Decree 96 implements Article 19 of the LOI 2025 by permitting a foreign investor to establish an economic organization (i.e., obtain an Enterprise Registration Certificate (“ERC”)) either before or after obtaining an Investment Registration Certificate (“IRC”)1. This gives foreign investors greater flexibility in structuring their market entry into Vietnam.
However, several implementation issues remain unresolved:
- Whether a foreign investor may obtain an ERC before obtaining an investment policy approval (“IPA”), where the investment project is subject to an IPA requirement.
- Decree No. 168/2025/ND-CP on enterprise registration prescribes procedures for obtaining an ERC prior to an IRC under the special investment procedure. However, no equivalent procedure exists for non-special investment projects.
- Decree 96 requires the enterprise registration application to include an undertaking on compliance with applicable market access conditions. However, the enterprise registration forms under Circular No. 68/2025/TT-BTC do not currently include such an undertaking.
Until further guidance is issued, practical implementation will vary by locality. Investors should confirm the applicable procedures with the competent licensing authority before pursuing this route.
2. Requirements applicable where an ERC is obtained before an IRC
2.1 Obligation to obtain an IRC within 12 months
Under Decree 96, where a foreign investor establishes an economic organization before obtaining an IRC, the organization must obtain the IRC within 12 months from its date of establishment.2 Until the IRC is issued, the organization may not implement the investment project or amend its enterprise registration (e.g., business lines). Decree 96 does not specify the consequences of failing to obtain the IRC within this 12-month period.
2.2 Capital contribution requirements
Under Decree 96, the economic organization may contribute capital and mobilize other funding sources for the investment project in accordance with the capital contribution and funding schedule specified in the IRC.3
The following issues remain unresolved:
- Whether the charter capital must still be fully contributed within 90 days of ERC issuance, as required under the Law on Enterprises, even though the investment project cannot proceed until the IRC is issued.
- Practical difficulties may arise in opening a direct investment capital account (“DICA”) before the IRC is issued. Under Article 4.1 of Circular No. 06/2019/TT-NHNN (as amended), transfers to a DICA for capital contribution must be made on the basis of an IRC.
Investors pursuing this mechanism should engage early with both the licensing authority and their intended bank to confirm capital contribution requirements and banking arrangements.
3. Disclosure of tentative transaction value in M&A Approval applications
Under the previous application form prescribed by Circular No. 25/2023/TT-BKHDT, applicants were required to disclose the actual transaction value. Decree 96 replaces this with disclosure of the tentative transaction value. The Ministry of Finance subsequently issued Circular No. 55/2026/TT-BTC dated 15 May 2026, revising the prescribed form accordingly. This change provides greater flexibility in the M&A approval process, as parties need not finalize pricing before filing.
For further information or specific guidance on how these regulatory changes may affect your investment activities in Vietnam, please contact DFDL.
The information provided here is for information purposes only and is not intended to constitute legal advice. Legal advice should be obtained from qualified legal counsel for all specific situations.
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