Key Changes to the Investment Law 2020
The recently enacted law amending the Investment Law 2020 (Amendment Law 2025), effective 1 July 2025, introduces the following key changes:
1. Major Decentralization of Approval Authority
1.1. Under the Amendment Law 2025, the Provincial People's Committees, rather than the Prime Minister under the previous law, have the authority to grant investment policy approval for the following projects:
1.1.1. All residential and urban area projects, regardless of size;
1.1.2. Projects requiring large-scale resettlement (10,000+ people in mountainous regions, 20,000+ elsewhere);
1.1.3. New airport and runway construction, passenger terminals at international airports, and large cargo terminals;
1.1.4. Establishment of new passenger airlines;
1.1.5. New construction of ports and port areas in special-class and class-I seaports; and
1.1.6. Oil and gas processing projects.
1.2. For projects that span the jurisdiction of two or more provinces, the Government will issue further guiding regulations.
2. New Conditional Business Lines: Regulating Crypto and Personal Data Processing Services
2.1. The Amendment Law 2025 adds two new conditional business lines:
2.1.1. Services related to crypto assets. This hints at a regulatory framework for the previously unregulated crypto market (potentially, including crypto exchanges); and
2.1.2. Personal data processing services.
2.2. Further guiding regulations are required to gain clarity on the scope of covered activities and the conditions for these business lines.
3. Expanded Investment Incentives to Boost Digital Transformation
New eligible projects
3.1. To promote the digital transformation, incentives are now extended to projects involving:
3.1.1. development of strategic digital infrastructure (such as large data centers, cloud computing, and 5G+ networks) and manufacturing of "strategic technology products" as determined by the Prime Minister (collectively, Incentivized Projects); and
3.1.2. training of human resources for science, technology, and digital transformation.
3.2. Incentivized Projects with a total capital of at least VND 3,000 billion (with a minimum disbursement of VND 1,000 billion within the first three years) are now eligible for special investment incentives.
Fast-Track Procedures
3.3. An expedited registration procedure is available for Incentivized Projects, when located in, among others, high tech zones centralized digital technology zones.
3.4. Foreign investors of these Incentivized Projects can now establish their local entity before obtaining the Investment Registration Certificate, reversing the standard procedure.
3.5. The maximum operational duration for projects developing infrastructure for high-tech parks and centralized digital technology zones is increased from 50 to 70 years, providing greater long-term certainty.
4. A New M&A Pathway for Stalled Real Estate Projects in Urban Areas
4.1. A new transitional provision in Article 77 of the Investment Law 2020 has been added to resolve the stalled secondary real estate projects within urban areas that were initiated before 2021. This new transitional provision seems to address a prolonged issue stemming from Decree 11/2013 and related regulations, which lacked a clear mechanism for transferring secondary projects within an urban area between secondary investors.
4.2. To qualify, a secondary project must have a Land Use Rights Certificate and have fulfilled all financial obligations and does not fall in the cases where the operation of the project is ceased, but the investor is now unable to continue. The provision expilicitly says that the acquiring investor inherits all rights and is legally entitled to receive new or adjusted approvals to continue the project.
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This article is written by Ha Thanh Phuc and Nguyen Hoang Duong.