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NEW HIGHLIGHTS OF DECREE 96/2026/ND-CP GUIDING THE LAW ON INVESTMENT 2025: A TURNING POINT IN ADMINISTRATIVE REFORM

14-04-26 MTParners

On March 31, 2026, the Government officially issued Decree 96/2026/ND-CP, providing detailed regulations and guidelines for the implementation of several articles of the Law on Investment 2025. Replacing the old Decree 31/2021/ND-CP, this new document introduces breakthrough changes, particularly in simplifying market entry for foreign investors and promoting high-tech industries.

Below is a summary of 5 key highlights that investors should note:

1. The “Company Incorporation First – Investment Registration Certificate Later” Mechanism

This is the most highly anticipated change. Compared to the Law on Investment 2020 (which required foreign investors to have a project and obtain an Investment Registration Certificate – IRC before incorporating a company), Decree 96/2026/ND-CP offers two options:

• Traditional Method: Obtain the IRC first, followed by the Enterprise Registration Certificate (ERC).
• Breakthrough Method (New): Allows investors to obtain an ERC and establish an economic organization first. The enterprise then has 12 months to complete the procedures for obtaining the IRC for its investment project.

2. Significant Reduction of Conditional Business Lines

Following the spirit of the Law on Investment 2025, Decree 96/2026/ND-CP has significantly streamlined the list of sectors with restricted market access.

• Management Shift: Many sectors have moved from a “licensing/certification” mechanism to a “self-declaration of compliance” and post-check mechanism.
• Priority Sectors: Barriers have been removed for supporting services, digital services, and industries related to data infrastructure to align with digital economy trends.

3. Special Investment Procedures – A “Green Lane” for Strategic Technology

The new Decree specifies the process for special investment procedures dedicated to projects in the following fields:

• Manufacturing of semiconductors and electronic chips.
• Artificial Intelligence (AI) and Big Data.
• Biotechnology and New Energy.

These projects will benefit from maximum reductions in administrative processing time. They may even be deployed immediately after meeting environmental protection and construction requirements, without waiting for sequential approval steps as previously required.

4. Relaxed Regulations on Amending Investment Policies

To reduce the procedural burden, Decree 96/2026/ND-CP adds cases where investors do not have to perform procedures to adjust investment policies, including:

• Changes in information due to the rearrangement or adjustment of administrative boundaries.
• Changes in land use area (provided the project location remains the same).
• Adjustments to the project duration due to delays in land handover by state agencies.

5. Investment Incentives Linked to “Actual Disbursement Thresholds”

Decree 96/2026/ND-CP introduces a stricter management mechanism to prevent “placeholder” projects. Tax and land rent incentives will now be applied based on actual capital disbursement progress. Only projects that inject real capital according to their commitments will enjoy maximum incentives, rather than relying solely on the registered capital scale on paper as before.

Decree 96/2026/ND-CP is not just a technical guidance document but a confirmation of a more open and transparent investment environment. Allowing company incorporation before obtaining an IRC will help foreign investors quickly gain legal status to perform civil transactions, lease offices, and recruit personnel right from the project preparation stage.

If you have any questions regarding the application of the new regulations of the Law on Investment 2025 and Decree 96/2026/ND-CP to your specific project, please contact us for in-depth consultancy.