Vietnam's New Investment Law: Two Setup Tracks Every Foreign Investor Needs to Know

Key Takeaways

• The most dangerous misreading of Vietnam’s Investment Law 2025: cutting 38 conditional business sectors does not mean easier market entry for everyone. Where your industry sits within the remaining 198 conditional sectors determines your entire timeline and post-licensing compliance risk.
• Track A (liberalized sectors): foreign investors can register a legal entity (and obtain an Enterprise Registration Certificate, or ERC) within 3 to 5 days before completing the investment procedure, use that entity to sign contracts and hire staff immediately, then finalize the Investment Registration Certificate (IRC) within 12 months.
• Track B (still-conditional sectors): a restructured approval hierarchy under provincial chairpersons and a fast-track channel inside industrial zones now cuts IRC issuance from 15 days to 7–10 days.
• Two hidden costs apply to both tracks: the ERC is revoked if the IRC is not completed within 12 months (Article 37), and post-licensing inspections under Decree 12/2022 carry fines of VND 20–100 million, with license revocation as a worst-case outcome.

Vietnam attracted USD 38.42 billion in registered foreign investment in 2025, according to the General Statistics Office, up 0.5% year-on-year. Law 143 creates two distinct setup tracks that carry meaningfully different timelines and risk profiles.

The decision that shapes everything else: where does your sector sit within the remaining 198 conditional industries

Before the 2025 law, Vietnam’s list of conditional business sectors contained approximately 227 industries (Annex IV, Investment Law 2020). The new law removes 38 and modifies 20, leaving around 198 conditional sectors. The sectors removed are concentrated in services commonly used by foreign investors entering Vietnam: employment services, labor leasing, insurance agency, valuation, energy auditing, tax agency, and customs brokerage services. The two tracks differ not only in procedure but in which compliance risks executives must assess upfront.

Track A: Liberalized sectors – incorporate first, complete the investment procedure within 12 months

The 38 removed sectors cover four categories of services frequently encountered in foreign investment into Vietnam: HR services (employment placement, labor leasing), financial support services (insurance agency, valuation, credit rating), commercial services (tax agency, customs brokerage, commercial inspection, energy auditing), and temporary import-re-export of specific goods. Note that the revised conditional sector list takes effect July 1, 2026, four months after the rest of the law.

The core mechanism of Track A is Article 19, Clause 2, which allows a foreign investor to establish a legal entity before the investment project itself, provided the investor commits to meeting market access conditions. The new sequence: register the enterprise at the Department of Planning and Investment (DPI) in 3 to 5 days, receive the Enterprise Registration Certificate (ERC) along with a tax code and company seal, then begin operations: sign office leases, open bank accounts, hire staff through HR outsourcing services. The Investment Registration Certificate (IRC) must then be finalized within 12 months. Miss that deadline and the ERC is revoked under Article 37.

Track A’s practical value is compressing the go-live window from the standard four to six weeks down to an operational entity in the first week. The risk to stress-test: 12 months sounds generous, but the clock starts on ERC issuance day, and capital verification, project documentation, and regulatory review all eat into that window.

Track B: Conditional sectors – a leaner process through decentralized approvals and industrial zone fast-tracking

Track B applies to the roughly 198 sectors that remain on the conditional list. Vietnam’s Investment Law 2025 does not remove the regulatory gates; it restructures the bodies that control them, along two independent axes: decentralized approval authority and an automatic fast-track for designated zones.

Decentralized investment policy approval

Under the previous framework, the split of approval authority between the National Assembly, the Prime Minister, and Provincial People’s Committees was ambiguous. The new law creates three clearly defined tiers based on capital thresholds and project nature: the National Assembly retains authority over projects requiring special mechanisms; the Prime Minister approves eight categories, including large-scale capital, national defense, and nuclear energy; the Chairperson of the Provincial People’s Committee (rather than the committee collectively) approves 13 categories. Two adjustment scenarios that previously triggered full re-approval have also been removed. The practical effect is faster sign-off on mid-size foreign investment projects, since a single chairperson can decide without convening a committee session.

Fast-track channel inside industrial zones, high-tech parks, and financial centers

The fast-track applies to projects in five zone categories: industrial zones, export processing zones, high-tech parks, digital or free economic zones, and financial centers. Procedures are automated and prioritized. Industry guidance indicates manufacturing investors in Bac Ninh industrial zones are receiving IRCs in 7 to 10 days rather than the standard 15 days. The consequence is that location selection becomes a legal and regulatory decision, not just a real estate one. Choosing a site outside these zones means forfeiting that timeline advantage.

Choosing the right track and accounting for the hidden costs

The decision framework is a two-by-two: Track A or B, combined with inside or outside an industrial zone. Track A inside a zone is the fastest path, combining a paper entity with land and tax incentives. Track B inside a zone benefits from the fast-track, with IRCs issued in 7 to 10 days. Both outside-zone scenarios are slower and lose the incentive package. A common mistake is choosing an off-zone location to reduce land costs, then losing most of the timeline advantage.

Two hidden costs exist in both tracks. The first is the 12-month IRC deadline (Article 37): the clock runs from ERC issuance. If missed, the ERC is cancelled along with every contract signed and every employee hired under it. The second is the shift from pre-approval to post-licensing inspection: compliance effort moves from the setup phase into operations, with fines under Decree 12/2022 ranging from VND 20 million to VND 100 million, and license revocation as the most severe outcome.

The first 30 days are split into three milestones: week one to confirm the track and select a location; week two to file the ERC and begin parallel IRC preparation; weeks three and four to use the paper entity to sign employment contracts and hire staff. Both tracks require a Corporate Services partner with current knowledge of the post-March 2026 regulatory framework, now that Decree 96/2026/ND-CP has been in effect since March 31, 2026.

Conclusion

Vietnam’s Investment Law 2025 changes how foreign investors should allocate their time in the first weeks of market entry. Track A is faster, but the 12-month deadline is real. Track B is more streamlined thanks to decentralization, but post-licensing inspection shifts compliance pressure into operations. Getting the track right from day one is the foundation for a setup that does not generate avoidable legal and financial exposure, and the starting point for Talentnet Corporate Services to support your entry from week one.