Investment Law 2020 The 2020 Investment Law is the most important legal document directly regulating business activities, especially the process of granting, amending, and revoking Investment Registration Certificates in Vietnam. In the context of the 2020 economy, a thorough understanding of the 2020 Investment Law helps investors optimize procedures, ensure legal compliance, and maximize government incentives.
Overview of the 2020 Investment Law and its guiding documents.
The concept of investment and the scope of application of the 2020 Investment Law.
According to Clause 8, Article 3 of the 2020 Investment Law, business investment is the act of an investor investing capital to carry out business activities through the establishment of an economic organization, capital contribution, purchase of shares or capital contributions, or implementation of a project. This law serves as a "framework law," creating a transparent legal framework for both domestic and FDI flows into Vietnam in 2026.
System of guiding decrees and consolidated documents of the 2020 Investment Law
To accurately implement the provisions of the 2020 Investment Law, investors need to pay particular attention to the implementing guidelines and important amendments. The current legal system includes the following key documents:
- Decree 31/2021/ND-CP Detailed guidance on the implementation of certain provisions of the 2020 Investment Law.
- The amendments and supplements to the laws in 2022 and 2024 aim to ensure consistency with the Land Law and the Housing Law.
- The latest consolidated text of the 2020 Investment Law helps to systematize all the changes, allowing investors to quickly find information without having to compare multiple sources of documents.
Timely access to these documents is a prerequisite for investors to build a properly prepared project dossier right from the start.
Common forms of investment as stipulated in the 2020 Investment Law
Investing in the establishment of economic organizations and the implementation of new projects.
This is the form stipulated in the 2020 Investment Law for investors wishing to establish a new legal entity. This process requires thorough preparation of a business plan, proof of financial capacity, and conformity with the regional economic development plan for 2026.
Investing through equity participation in the purchase of shares under the Investment Law 2020.
This form of indirect investment allows parties to participate in an operating business. According to the 2020 Investment Law, depending on the ownership ratio and the conditional business sector, foreign investors may have to register their capital contribution before changing their business registration.
Investing through BCC contracts and new models.
Business Cooperation Contracts (BCCs) allow parties to coordinate project implementation without establishing new legal entities. Additionally, testing mechanisms (sandboxes) for fintech are also operating based on the open spirit of the 2020 Investment Law.
Procedures for issuing Investment Registration Certificates under the 2020 Investment Law
Authority to issue and amend investment certificates
Identifying the competent licensing authority under the 2020 Investment Law is a crucial step to avoid submitting applications to the wrong agency. Specifically, this distinction is as follows:
- Department of Planning and Investment: Receives and processes applications for projects implemented outside industrial parks and economic zones.
- Management Board of Industrial Parks, Export Processing Zones, and High-Tech Zones: Authority over projects implemented within the Board's management scope.
For in-depth assistance with the application process, investors can refer to the following: IRC Investment Certificate service To ensure accuracy and speed.
Required documents for investment license application under the 2020 Investment Law.
To ensure the highest possible approval rate for applications on the online system in 2026, investors need to prepare the following documents:
- The application for investment project implementation must follow the form prescribed in Decree 31.
- Documents proving the investor's legal status (Copy of citizen identification card or business registration certificate).
- The investment project proposal includes the capital scale, location, objectives, and socio-economic benefits.
- Documents proving financial capacity, such as financial statements for the two most recent years or bank account balance confirmations.
After submitting the application, the authorities will review it and issue the Investment Registration Certificate within 15 working days if the application fully meets the conditions under the 2020 Investment Law.
Investment project code and capital contribution obligations
The project code is a unique identifier that helps state agencies manage the project's activities. The 2020 Investment Law stipulates that investors must strictly adhere to the committed capital contribution schedule to maintain the project's legal validity.
The project adjustment procedure is based on the provisions of the 2020 Investment Law.
Cases requiring adjustments under the 2020 Investment Law
During operation, if there are any changes compared to the content stated on the certificate, the investor is required to carry out the adjustment procedure. Typical cases include:
- Change of investors or transfer of investment projects.
- Changes to the project location or scale of land use.
- Increase or decrease investment capital and change the capital structure.
- Adjust project targets or extend the project timeline.
Procedure for changing the content of an online investment project.
The adjustment process under the 2020 Investment Law has now been simplified through online public services. Investors submit applications for changes to project content and wait for the updated certificate. For projects requiring investment policy approval, a step of seeking approval for policy adjustments must be completed before updating the certificate.
Regulations on the revocation of investment certificates under the 2020 Investment Law.
Legal basis for revoking and terminating the project.
The competent investment registration authority has the power to revoke the Investment Registration Certificate if the project falls under one of the cases stipulated in Article 48 of the 2020 Investment Law:
- The project was terminated because the investor violated the agreed-upon timeline.
- The project has a negative impact on the environment or national security.
- The investor failed to fulfill their financial obligations or commitments as stated in the licensing application.
Project liquidation procedures under the 2020 Investment Law
When a project is terminated, the investor is obligated to liquidate the project themselves in accordance with the laws on enterprises and land. Fulfilling tax and debt obligations is a condition for the investor to withdraw capital or implement new projects in the future under the 2020 Investment Law.
New features regarding incentives and market access in 2026
Restricted occupations and national defense and security conditions.
The 2020 Investment Law clearly stipulates the list of sectors in which foreign investors are not yet allowed market access. Particularly in 2026, factors related to cybersecurity and territorial sovereignty will be thoroughly assessed for projects in key areas.
Investment incentive policies for high-tech projects.
To attract high-quality capital, the Government has issued special incentives based on the 2020 Investment Law. Investors can refer to the tax rate comparison table below to develop an optimal financial plan.
| Applicable subjects | Standard tax rate | Preferential tax rates | Tax-free period |
|---|---|---|---|
| Conventional production project | 20% | Not applicable | According to general regulations |
| Projects in disadvantaged areas | 20% | 17% | Two years free, 50% reduction over four years. |
| High-tech project, R&D | 20% | 10% | Exemption for 4 years, reduction of 50% over 9 years. |
Note: These incentives are only applicable when the project is specifically recorded in the Investment Registration Certificate and meets the conditions for capital disbursement according to the Investment Law 2020.
Answering frequently asked questions about the implementation of the 2020 Investment Law.
Will the 2020 Investment Law remain in effect in 2026?
How is approval of investment policy different from an Investment Registration Certificate?
Where can I find an accurate copy of the consolidated text of the 2020 Investment Law?
Using the consolidated text of the 2020 Investment Law helps investors avoid legal errors caused by using outdated or repealed regulations. For further detailed information, please refer to [link/website]. contact information to receive direct consultation.
Conclusion on the role of the 2020 Investment Law
The 2020 Investment Law is not only a code of conduct for businesses but also a springboard for promoting the sustainable development of the Vietnamese economy. Understanding the regulations on granting, amending, and revoking investment certificates helps investors be more proactive in all their business plans. According to statistics from the Ministry of Planning and Investment in 2025, the thorough application of the 2020 Investment Law has helped increase the confidence index of FDI investors to a record high, opening up many opportunities for strategic cooperation in 2026 and the following years.
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Content is moderated by: Mr. Le Hoang Tuyen – Founder & CEO of Man, CPA Vietnam Auditors With over 30 years of experience in accounting, auditing, and financial consulting...
