21-04-26 Việt Quang
On March 31, 2026, the Vietnamese Government issued Decree No. 96/2026/ND-CP providing detailed guidance on the implementation of the Law on Investment 2025 (effective March 1, 2026), formally completing the legal framework governing investment and business activities in Vietnam. The Decree introduces several landmark changes: from a streamlined special investment procedure for projects in industrial zones and economic zones, to mandatory quarterly monitoring reports for FDI enterprises, and a mechanism to protect investment incentives against legislative changes — all of which directly impact the investment strategies of foreign enterprises in Vietnam.
One of the most groundbreaking innovations of the Law on Investment 2025 is the “Special Investment Procedure” set out in Article 28 of the Law on Investment 2025 (No. 143/2025/QH15), with detailed guidance provided under Decree No. 19/2025/ND-CP (issued February 10, 2025). Under this mechanism, investment projects located in industrial zones (IZ), export processing zones (EPZ), high-tech zones (HTZ), concentrated digital technology zones, free trade zones, international financial centres, and functional zones within economic zones (EZ) are eligible for a streamlined approach: instead of undergoing complex multi-agency review (fire prevention, environmental assessment, construction approval, investment policy approval), qualifying investors need only complete a registration procedure to receive their Investment Registration Certificate (IRC) within 15 working days, accompanied by a written commitment to comply with applicable national technical standards and regulations.
This mechanism does not apply to projects subject to mandatory investment policy approval by the Government. Estimates suggest the special investment procedure can reduce project implementation time by up to 260 days compared to the standard process, creating a significant competitive advantage in attracting high-quality FDI — particularly in semiconductor, artificial intelligence, and advanced technology sectors. Decree 96/2026/ND-CP guides FDI enterprises in fully leveraging this mechanism in the context of the Law on Investment 2025 taking effect.
Article 94 of Decree 96/2026/ND-CP provides that from March 31, 2026, all FDI projects and enterprises with foreign investment capital must submit quarterly investment activity monitoring reports to both the investment registration authority and the local state statistics management authority. The deadline is before the 10th day of the first month of the following quarter.
For example: the Q1/2026 report (January–March 2026) must be submitted before April 10, 2026; the Q2/2026 report must be submitted before July 10, 2026. The reports must cover: capital disbursement status, state budget contributions, project implementation progress, and compliance with investment commitments. This replaces the previous semi-annual or annual inspection regime, enabling authorities to monitor project status more promptly and address issues as they arise.
Decree 96/2026/ND-CP gives concrete effect to Article 12 of the Law on Investment 2025 regarding the protection of investment incentives when the law changes: if a new legal instrument reduces or modifies incentives currently being applied, investors shall continue to enjoy those incentives as prescribed at the time of issuance of the IRC or investment policy approval, for the entire duration of the project.
Notably, the Decree expands the categories eligible for special investment incentives to include: projects establishing large-scale innovation centres or R&D centres; priority digital technology projects (semiconductors, artificial intelligence, big data); and projects in specially incentivised investment sectors with total capital of VND 30,000 billion or more. This sends a strong positive signal to attract multinational technology groups to invest in Vietnam.
Article 72 of Decree 96/2026/ND-CP provides guidance on an important innovation compared to the Law on Investment 2020: foreign investors are now permitted to establish a business entity to implement an investment project (i.e., obtain an Enterprise Registration Certificate – ERC) before completing the procedure for issuance or adjustment of the IRC. The condition: the investor must satisfy the market access conditions for foreign investors stipulated in Article 8 of the Law on Investment 2025 at the time of establishing the business entity.
This resolves a significant practical bottleneck: under the previous regime, foreign investors had to wait until the IRC was issued before incorporating a company, causing considerable delays. The new rules introduce greater procedural flexibility, in line with international practice.
Decree 96/2026/ND-CP takes effect against a backdrop of strongly rising FDI inflows into Vietnam: total registered capital in Q1/2026 exceeded USD 15.2 billion, up 42.9% year-on-year; disbursed capital reached USD 5.4 billion, up 9.1%. The new legal framework creates a dual impact: on the upside, streamlined procedures, incentive protection, and the flexibility to obtain an ERC before an IRC will accelerate project deployment; on the downside, quarterly reporting obligations impose additional compliance costs — particularly for small and medium-sized FDI enterprises — and the 62 restricted market access sectors require careful review before project implementation.
First, immediately review the list of 62 restricted market access sectors under Annex I of Decree 96/2026/ND-CP before submitting investment applications. Second, establish an internal data collection system to ensure timely quarterly monitoring reports are submitted before the 10th day of the first month of the following quarter (nearest deadline: July 10, 2026 for Q2/2026). Third, consult with the relevant industrial zone or economic zone management authority to determine whether a project qualifies for the special investment procedure under Article 28 of the Law on Investment 2025 and Decree 19/2025/ND-CP. Fourth, maintain comprehensive records of the IRC and all instruments evidencing investment incentives to safeguard entitlements when the law changes.
MT & Partners Law Firm, with a team of experienced lawyers specialising in investment, corporate law, and M&A, is ready to assist domestic and foreign enterprises with: advising on compliance with Decree 96/2026/ND-CP; preparing investment dossiers under the special procedure; establishing quarterly monitoring reporting systems; and advising on and protecting investment incentive entitlements. Contact our hotline at 0987140772 or email info@mtpartners.vn for a consultation.
(*) This article is for general reference only and does not constitute specific legal advice.
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