Law Digest 2025

June

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Corporate

This decree, which lays out the preferential policies for national innovation centers, entered into effect on the signing date. Key highlights are provided below.

Eligible Beneficiaries

According to Article 2, the following entities are eligible for incentives:

• National innovation centers and facilities operating in Hanoi, Hoa Lac High-Tech Park, and other locations designated by the competent authorities.
• Organizations and individuals, both domestic and foreign, operating in a center, including:
  • Innovative entrepreneurs: Individuals researching, developing ideas, and conducting business with new products, services, or business models.
  • Innovative startups: Businesses leveraging intellectual property, technology, or new business models with high growth potential.
  • Innovative entities: Companies offering new or improved products, services, or business processes already introduced to the market or in use.
• Other organizations and individuals related to the center’s activities.

Key Incentives

The decree outlines a number of preferential policies to promote innovation and entrepreneurship, including:

• Labor incentives:
  • Exemption from work permit requirements for foreigners working at the center in managerial, executive, expert, or technical positions (where Vietnamese labor does not meet the requirements).
• Investment credit incentives:
  • Access to state investment credit loans if conditions are met for innovative startups and centers themselves.
  • Access to funding, support, loans, and loan guarantees from off-budget state financial funds and financial institutions.
• Land incentives at Hoa Lac High-Tech Park:
  • Exemption from infrastructure usage fees for leased land requiring such fees.
  • Exemption from costs related to compensation, site clearance, support, and resettlement.
  • Full funding from the state budget for land leveling costs for center infrastructure projects.
• Capital support, aid, and sponsorship incentives:
  • Centers are eligible to use ODA funds, preferential loans, non-refundable aid, and sponsorship from domestic and foreign sources for facility investment, regular expenses, and innovation support.
  • Such aid and sponsorship are managed as legal revenue with self-governing mechanisms; they are not considered state budget revenue and are not subject to national ownership.
• Entity support services:

Centers provide services such as:

• Provision of workspace, infrastructure, and necessary resources.
• Organization of trainings, conferences, and exhibitions on innovation and entrepreneurship.
• Business consulting, investment promotion, and trade connection services.
• Assistance with administrative procedures, visas, work permits, residence permits, investment promotion, and ecosystem connection.
• Provision of research, production, technology demonstration spaces, and access to the center’s utilities.

• Expedited entity and industrial property registration:
  • Business registration completed within one working day.
  • Priority for industrial property rights registration provided upon request.
• Other benefits:
  • Ability to mobilize sponsorship from domestic and international research and innovation programs.
  • Centers are authorized to establish a National Innovation Fund to support and invest in innovative startups based on market principles.

Objectives

By 2030:

• The private sector is the leading force in science, technology, innovation, and digital transformation.
• It accounts for 2 million businesses, 20 enterprises per 1,000 people, and there are at least 20 large enterprises participating in global value chains.
• Private sector growth reaches 10-12% annually, contributing 55-58% of GDP, 35-40% of state budget revenue, and creating 84-85% of jobs, with labor productivity growing 8.5-9.5% annually.
• Vietnam ranks in the top 3 in ASEAN and top 5 in Asia for technology and innovation.

By 2045:

• The private sector accounts for 3 million businesses, contributing over 60% of GDP, competing robustly in regional and international markets, and actively participating in global supply chains.

Key Tasks and Solutions

Renew thinking and encourage aspirations:

• Build consensus on the private sector’s role, strengthen trust, and foster entrepreneurship.
• Adopt a facilitating and serving state model, refraining from market-principle violations.
• Enhance communication and spread innovative business models while strictly prohibiting harassment and misinformation.

Improve legal and institutional frameworks:

• Ensure business freedom, property rights, and fair competition.
• Reduce administrative procedure costs by 30% by 2025.
• Shift from pre-approval to post-approval mechanisms, digitalize procedures, and eliminate “ask-give” practices.
• Improve laws on bankruptcy, intellectual property, data governance, and digital business models; pilot sandboxing for new technologies.

Enhance resource access:

• Land: Digitalize land data and reduce land rental costs by 30% for small businesses and startups in their first five years.
• Capital: Prioritize credit for small businesses, startups, and green transitions, and develop credit guarantee and green finance funds.
• Human resources: Train 10,000 CEOs, establish international training partnerships, and provide tax incentives for training expenses.

Promote technology, digital, and green transformation:

• Implement Resolution No. 57-NQ/TW; offer 200% tax incentives for research and development (“R&D”) and allocate 20% of income to innovation funds.
• Support innovative startups and high-tech enterprises.
• Offer low-cost access to state laboratories.

Enhance business connectivity:

• Build value and supply chains among private, state, and FDI enterprises.
• Help small businesses integrate into global supply chains.

Develop large enterprises:

• Support private businesses in national projects (railways, energy, healthcare, education) and the “Go Global” program to expand internationally.

Support small businesses and household enterprises:

• Digitalize and simplify accounting and taxation; abolish flat-tax methods for household enterprises by 2026 at the latest and provide free accounting software and legal consultation.

Uphold business ethics:

• Foster socially responsible entrepreneurs who respect the law.

Honor exemplary entrepreneurs and encourage their participation in national governance.

Scope, Beneficiaries, and Objectives

• Scope: Defines specific mechanisms and policies to support private economic development, including businesses, household enterprises, and individual entrepreneurs.
• Beneficiaries: Businesses (particularly innovative startups), household enterprises, individual entrepreneurs, and relevant organizations and individuals.
• Objectives: Create a transparent and open business environment, reduce barriers, promote fair competition, and provide financial, land, technology, and human resource support to make the private economy a key driver of the economy.

Improvement of the Business Environment

• Minimize inspections and audits: Limit inspections/audits to once per year unless there are clear signs of violations. Audit conclusions must be publicized, and harassment will be strictly dealt with.
• Support digital transformation: Leverage digital technologies for remote inspections and audits, reducing on-site checks. Entities in good compliance with laws are exempt from physical inspections.
• Shift from pre-approval to post-approval: Replace licensing and certification with declarations of business conditions and post-approval checks, except for areas mandated by international practices.
• Ensure equal access to resources: Ensure non-discrimination among economic sectors in accessing capital, land, resources, technology, and human resources. Address unfair competition and abuse of monopolistic positions.
• Promote transparency and stability: Eliminate market barriers and improve the legal framework to ensure a clear, stable, and low-compliance-cost business environment.

Violation Handling and Bankruptcy

• Improve violation handling: Clearly define the responsibilities of legal entities and individuals; prioritize civil and economic measures over criminal ones. Avoid retroactive application of adverse regulations and ensure the presumption of innocence. Asset seizure and freezing must be authorized and business disruption should be minimized.
• Streamline enterprise bankruptcy: Expand simplified bankruptcy procedures, reduce time by at least 30%, and simplify processes to enable rapid restructuring.

Land and Production Facility Support

• Infrastructure support: Local budgets will assist in building infrastructure for industrial parks, technology incubators (land acquisition, compensation, transport, electricity, water, and wastewater treatment).
• Land prioritization: Allocate land (on average 20 hectares or 5% of industrial parks) for high-tech, small, and innovative startups at preferential rental rates, with at least a 30% discount on land rent in the first five years.
• Public asset leasing: Support small- and medium-sized enterprises (“SMEs”) and innovative startups in leasing unused public buildings or land, with transparent listings and criteria.

Financial, Credit, and Tax Support

• Financial support: Offer a 2% annual interest subsidy for green and circular economy projects meeting ESG standards. The SME Development Fund will provide loans, startup funding, and investments in private equity funds.
• Tax incentives:
  • Corporate income tax exemption for two years and a 50% reduction for the subsequent four years for innovative startups.
  • Exemption from personal/corporate income tax on transfers of shares or equity contributions in startups.
  • Personal income tax exemption for two years and a 50% reduction for the subsequent four years for experts working in innovative startups.
  • Three-year corporate income tax exemption for newly established SMEs.
  • Training expenses for SMEs are deductible for tax purposes.
• Abolish license fees: From January 1, 2026, license fees will no longer be collected. Household enterprises and individual entrepreneurs will not use flat-rate tax methods starting on the same date.

Science, Technology, and Human Resource Support

• Incentivize R&D: Businesses may allocate up to 20% of income to set up funds for science, technology, and innovation. R&D expenses are deductible at double the amount for tax purposes.
• Digital transformation: The state will provide free digital platforms and accounting software for SMEs and household enterprises.
• Human resource training: Train 10,000 CEOs by 2030 and provide free legal, governance, accounting, and tax consulting for SMEs and household enterprises.

Development of Leading and Pioneer Enterprises

• Enhance participation in key projects: Increase private sector participation in national projects (railways, energy, digital infrastructure) through orders and restricted bidding, ensuring transparency and efficiency.
• Support programs:
  • Develop 1,000 pioneering enterprises in high technology, green transformation, and innovation.
  • Ensure participation in the “Go Global” program, which supports private enterprises’ international expansion through funding, market access, technology, logistics, and legal assistance.

To emphasize the need to promote a favorable business environment, the Prime Minister issued the following to government actors:

• Ministries, provinces, and cities must improve the business environment, making it easier for enterprises to operate.
• Promptly address difficulties and recommendations from enterprises, ensuring fairness and transparency.
• Enhance the quality of governance, economic development, and environmental protection.
• Inspect and strictly handle officials and civil servants who violate regulations or cause difficulties for enterprises.
• Eliminate unofficial costs incurred by enterprises during administrative procedures.

The key highlights of the changes under this decree are outlined below.

Scope and Applicability

• The decree extends regulations to foreign-invested economic organizations (e.g. companies in Vietnam with more than 49% foreign ownership), requiring them to comply with the same rules as foreign investors when purchasing shares.
• Revised calculation of shareholding ratios:
  • Previous: Only shares held directly by foreign investors were counted.
  • New: Includes shares held by foreign investors and their related parties (e.g. family members, affiliated companies).

Redefinition of Foreign Individuals and Entities

• Foreign individuals (Article 3, Clause 4):
  • Previous: Defined as non-Vietnamese nationals (including stateless persons).
  • New: Defined as foreign nationals (excluding stateless persons).
• Foreign entities:
  • Previous: Included entities established overseas and companies in Vietnam with over 49% foreign ownership.
  • New: Defined as entities established under foreign laws and engaged in business investment in Vietnam.

Definition of Weak Credit Institutions Clarified

The decree explicitly defines weak credit institutions as:

• Banks under the special control of the State Bank of Vietnam (“SBV”).
• Commercial banks subject to mandatory transfer.
• Banks rated as “weak” based on the SBV’s latest assessment.

Restrictions on Foreign Investors’ Purchase of Treasury Shares

• Previous: Foreign investors could purchase shares when credit institutions sold shares to raise capital or treasury shares.
• New: Foreign investors can only purchase treasury shares if they were acquired by the credit institution before January 1, 2021.

Changes to Shareholding Limits

• Commercial banks:
  • Previous: Total foreign ownership capped at 30% of charter capital, except in special cases approved by the Prime Minister.
  • New: Maintains the 30% cap, except for:
    • Special cases approved by the Prime Minister.
    • Banks under mandatory transfer, excluding banks where the State holds over 50% of the charter capital (new provision, Article 7, Clause 6a): During the transfer plan’s timeframe, foreign ownership can exceed the 30% charter capital cap, up to a maximum of 49%.
    • Temporary allowances during the implementation of Clause 9, Article 14.
  • Non-banking credit institutions:
    • Previous: Followed laws on public/listed companies, with no specific limits.
    • New: Capped at 50% of charter capital, except in special cases approved by the Prime Minister.

Handling Shareholding Limit Violations

• New additions:
  • Exceeding limits:
    • Foreign investors (or their related parties) exceeding shareholding limits must reduce their ownership within six months to comply.
    • If total foreign ownership exceeds the cap, no further shares may be purchased until the aggregate shareholding falls below the limit.
    • Foreign investors selling shares to reduce ownership are exempt from certain obligations previously applicable.
  • Restrictions on additional purchases post-transfer:
    • Following the conclusion of a mandatory transfer plan, foreign investors cannot purchase additional shares in the bank (except through transfers from existing shareholders or transactions between foreign investors) until total foreign ownership falls below 30%.

Reporting and Notification

• New reporting requirements:
  • If banks under mandatory transfer allow foreign ownership above 30%, the SBV must notify the Ministry of Finance in writing about the maximum ownership ratio, as well as the start and end dates.
• Revised reporting rules:
  • Previous: Only credit institutions were required to report fully and promptly on foreign investors’ share purchases.
  • New: Foreign-invested economic organizations are now also required to comply with these reporting requirements.

Amendments on Share Sale Conditions for Credit Institutions

• Share sale plans:
  • Previous: Credit institutions were required to have any capital increase or treasury share sale plan approved by the general meeting of shareholders.
  • New: Institutions with over 50% state capital must complete procedures under laws governing state-owned enterprise financial management before submitting the proposal to the general meeting of shareholders.

Energy

This decision sets the following electricity price ranges for the country, effective from May 10, 2025:

• Average retail electricity price: VND2,204.0655/kWh.
• Retail electricity prices:
  • Production: Depending on the voltage level (from below 6kV to 110kV and above):
  • Normal hours: VND1,811–1,987/kWh.
  • Off-peak hours: VND1,146–1,300/kWh.
  • Peak hours: VND3,266–3,640/kWh.
  • Administrative services:
  • Hospitals and schools: VND1,940–2,072/kWh.
  • Public lighting and administrative units: VND2,138–2,226/kWh.
  • Business: Depending on voltage level:
  • Normal hours: VND2,887–3,152/kWh.
  • Off-peak hours: VND1,609–1,918/kWh.
  • Peak hours: VND5,025–5,422/kWh.
  • Residential:
  • Tiered pricing: From VND1,984/kWh (0–50 kWh) to VND3,460/kWh (401 kWh and above).
  • Prepaid meters: VND2,909/kWh.
• Wholesale electricity prices:
  • Rural areas:
  • Residential tiered pricing: VND1,658–2,744/kWh.
  • Other purposes: VND1,735/kWh.
  • Residential clusters and communities:
  • Cities/towns: VND1,826–3,206/kWh.
  • Districts/townships: VND1,762–3,035/kWh.
  • Other purposes: VND1,750/kWh.
  • Mixed commercial-residential complexes:
  • Residential: VND1,947–3,393/kWh.
  • Other purposes:
    • Normal hours: VND2,989/kWh.
    • Off-peak hours: VND1,818/kWh.
    • Peak hours: VND5,140/kWh.
  • Industrial parks and clusters: Depending on capacity and voltage level:
  • Normal hours: VND1,728–1,865/kWh.
  • Off-peak hours: VND1,079–1,210/kWh.
  • Peak hours: VND3,164–3,441/kWh.
  • Markets: VND2,818/kWh.

With effect from the signing date, the 2025 electricity generation price framework for waste-to-energy power plants with an electricity purchase price of VND2,575.18/kWh (excluding VAT) is approved. EVN and power generation units will sign power purchase agreements in accordance with these regulations.

With effect from the signing date, this decision approves the purchase of electricity from China to Vietnam at a maximum price of US$0.093/kWh. EVN will negotiate to secure the lowest possible price.

• No requirement for direct competition: Instead of having to participate directly in the competitive electricity market, power plants are now allowed to participate indirectly. This means they do not need to directly bid to sell electricity but can operate more flexibly, enabling them to sell more electricity without being pressured to bid low in a competitive market.
• Flexible electricity production: Previously, plants were bound by a minimum electricity output requirement under long-term contracts, regardless of fluctuations in gas supply. The new regulation now allows them to produce electricity based on the actual gas output from the fields, helping them operate more efficiently without concerns of wastage.

These changes will allow power plants to operate at maximum capacity, better utilize domestic natural gas resources, and improve the efficiency of the entire gas-to-power project chain.

Banking & Finance

This circular, which entered into effect on June 16, 2025, replaces Circular No. 05/2014/TT-NHNN (“Circular 05”) and amends several provisions of Circular No. 06/2019/TT-NHNN (“Circular 06”). Designed to modernize and enhance transparency, this circular introduces significant changes that facilitate foreign investment while tightening foreign exchange control.

Definition of Foreign Investors

• This circular clarifies that only organizations established under foreign law or individuals with foreign nationality and non-resident status are covered.
• This aligns with Circular 06’s direct investment regulations, ensuring a unified approach.
• Resident foreign investors must use standard payment accounts under applicable laws instead of foreign indirect investment accounts (“FIIAs”).

Comparison with Circular 05:

• Previously, distinctions between resident and non-resident foreign investors were unclear, causing overlaps in implementation.

Transactions via FIIAs

• Expanded and clarified transaction categories include:
  • Buying/selling securities.
  • Contributing capital to unlisted companies (outside the scope of direct investment accounts (“DIAs”)).
  • Entrusting investments through fund management companies or authorized institutions.

Management Principles

• New regulations:
  • Prohibition on joint ownership of FIIAs (foreign investors cannot open accounts with multiple joint owners).
  • Mandatory purpose declaration for all fund transfers.

Account Opening Procedures

• The one-account-per-investor rule remains, but exceptions are allowed for securities firms or investment funds to open separate accounts for specific portfolios.
• Foreign language documents certified within 12 months are accepted without requiring Vietnamese translations.

Comparison with Circular 05:

• The previous framework mandated consular legalization of documents, causing delays.

Use of FIIAs

• Additional categories of permissible inflows and outflows:
  • New inflows:
  • Profits from insufficiently funded share purchase transactions (for organizations)
  • Deposits/margin funds received or refunded
  • Transfers from old FIIAs to new FIIAs
  • New outflows:
  • Loss payments from insufficiently funded share purchases
  • Transfers of deposits/margin funds or refunds abroad
  • Transfers of funds to new FIIAs

Responsibilities of Banks and Foreign Investors

• Banks must establish internal regulations, verify documents/transactions, and ensure anti-money laundering compliance.
• Foreign investors must provide accurate declarations, valid documents, and bear responsibility for authenticity.

Transitional Provisions

• The transitional provisions are flexible and synchronized with other regulations:
  • Previously, all accounts had to transition within 90 days, with no exceptions for special entities.
  • The ownership threshold differentiating foreign indirect investment and direct foreign investment has been changed from “51%” to “above 50%”, consistent with the 2020 Investment Law.
  • Companies with foreign ownership above 50% but below 51% must transition from FIIAs to DIAs within 12 months but can continue using their FIIA during this period.
  • Special entities (e.g. securities firms, investment funds, international organizations) can transfer balances from old accounts to new accounts once.

Securities

This circular, which entered into effect on May 5, 2025 (or “the signing date”), outlines new guidelines for joint-stock companies regarding registration and cancellation of public company status, as well as reporting requirements for contributed charter capital. These provisions apply to joint-stock companies, audit organizations, securities authorities, and related parties, based on the amended Securities Law (Law 56/2024 dated November 29, 2024). We provide the key highlights below.

Registration as a Public Company

• Submission deadline: Joint-stock companies must submit their application for registration within 90 days after meeting the criteria under the Securities Law.
• Required application documents:
  • Registration form
  • Company charter
  • Financial statements
  • Audited report on contributed charter capital
  • List of shareholders
• Submission methods: Applications can be submitted in person, by mail, or online. Foreign documents must be translated and legally certified.
• Review process: The State Securities Commission (“SSC”) will review and may request corrections if needed. Companies are liable for inaccuracies or invalid submissions.

Reporting Contributed Charter Capital

• Reports on contributed capital must be audited and cover at least 10 years or the period since the company’s establishment (if under 10 years).
• Audit results must be fully accepted. Any issues identified must be explained by the company.

Cancellation of Public Company Status

• A company loses its public company status if:
  • It no longer meets the criteria for public companies (minimum charter capital of VND30 billion and at least 10% of shares held by 100 or more minority investors).
  • It fails to publish audited financial statements for two consecutive years.
  • It fails to disclose resolutions of annual general meetings for two consecutive years.
  • It fails to register its shares with the Vietnam Securities Depository and Clearing Corporation or to list/trade shares on a stock exchange within one year of registration or public offering.
• Reporting obligations:
  • Companies must report within 15 days if they fail to meet public company criteria.
  • If deficiencies persist for one year, they must submit an application for cancellation. The SSC will review and issue a cancellation decision within 15 days.
  • If the company does not voluntarily submit a cancellation application, the SSC may initiate cancellation based on shareholder lists or the latest audited financial reports.
• Disclosure requirements: Companies must announce the cancellation of public company status on their websites and to the Stock Exchange.

This circular, which is entered into effect on June 20, 2025, focuses on simplifying procedures, increasing transparency, and attracting more foreign capital into Vietnam’s securities market. Below are the main updates and amendments.

Clearer Regulations on Indirect Investment Capital Accounts

• Previous: To make securities investments, foreign investors were required to open an account at a bank authorized to trade in foreign exchange. However, it did not specify that this account must be used for all transactions, which created loopholes and confusion among investors and banks.
• Updated:
  • Clarifies that all activities, such as buying or selling securities, receiving dividends, converting money for overseas remittance, and any other securities-related transactions must go through an indirect investment capital account at an authorized bank.
  • Issuers of depositary receipts (a form of proof of stock ownership) abroad must also open such accounts to handle issuance or cancellation transactions.
  • Opening, closing, using, or renaming accounts must comply with the country’s foreign exchange management laws.
  • In conjunction with Circular 03/2025/TT-NHNN issued by the SBV dated April 29, 2025 (discussed earlier in this document), the time to open accounts has been reduced from several months to a few days, cutting costs and administrative burdens.

Stricter Reporting and Disclosure Requirements

• Previous: Related foreign investor groups (e.g. investment funds managed by the same company) were required to designate an organization or individual to report securities holdings. Documentation included licenses or identity cards, but no specific requirements for validity were provided.
• Updated:
  • Documents must be valid copies (issued from originals or certified by competent authorities).
  • For foreign individuals, valid copies of passports or equivalent legal documents must be submitted.
  • Notifications of designating or changing the reporting entity must be sent within 24 hours of the decision taking effect to the SSC and subsidiaries of the Vietnam Stock Exchange.

Priority for Electronic Reporting

• Previous: Reports could be submitted in hard copy with accompanying electronic data or via the SSC’s electronic system, with a minimum five-year retention period.
• Updated:
  • Encourages using the FIMS (Foreign Investor Management System) for submitting reports.
  • If technical issues arise (e.g. network outages or server errors), reports may be submitted in hard copy with accompanying electronic data, provided an explanation is included. After resolving the issue, reports must be re-submitted via FIMS.
  • Reports must still be retained for at least five years.

Information Technology

The key highlights of this decision, which entered into effect on the signing date, are outlined below.

Key Details

• Scale: 15.47 hectares.
• Relevant decree: Decree No. 154/2013/ND-CP, which was issued on November 8, 2013 and became effective from January 1, 2014, governs centralized IT zones.

Purposes

• To establish centralized IT zones to develop the IT sector, attract investment, create high-quality jobs, stimulate the economy, and enhance national competitiveness.
• To support research, production, and business activities for IT products/services, as well as human resource training and technology transfer.

Definition of a Centralized IT Zone

• It is a location dedicated to IT research, development, production, and businesses, along with related infrastructure and services.
• It must employ at least 2,000 IT workers (or 1,000 if focusing solely on software and digital content), constituting at least 60% of the total workforce.
• The minimum area is one hectare for software-only activities or five hectares for broader activities.

Functions and Tasks

• To engage in IT research, production, and businesses.
• To train IT personnel and incubate IT enterprises.
• To organize fairs, exhibitions, and investment promotion activities.

Establishment and Expansion

The Prime Minister decides on the establishment or expansion based on local proposals and evaluations by the Ministry of Information and Communications:

• It must align with planning, have completed infrastructure, and achieve a land lease rate of 60-70%.

Incentives

• For investors:
  • Support for land clearance
  • A 50% reduction in land rent and a land rent exemption for non-commercial infrastructure
  • Credit incentives
• For enterprises:
  • Corporate income tax of 10% for 15 years, tax exemption for four years, and a 50% reduction for nine subsequent years.
  • Import duty exemption for equipment and materials
  • Support with customs procedures and credit access

The Personal Data Law aims to protect the identifying information of Vietnamese citizens or people of Vietnamese residing in Vietnam. It officially takes effect on January 1, 2026. Below are the key points.

Scope of Personal Data

This is any information that can identify a person, such as their name, address, phone number, email, photos, videos, health information, or bank account information. The law applies to personal information found online or on paper.

Who Must Comply?

• All individuals and companies in Vietnam are subject to this law.
• Foreign companies are also subject to this law if they use the information of Vietnamese citizens or people of Vietnamese origin residing in Vietnam in legal documents. For example, a foreign social network must comply if their app is used in Vietnam.

Protections under the Law

• Companies must obtain individuals’ consent before collecting their data and they must clearly explain what the data will be used for.
• Individuals have the right to refuse the collection of their data. If a person does not agree, their information cannot be collected, shared, or sold.
• In certain special cases, such as national security, to save lives, or for purposes of the fulfillment of a contract a person has signed, personal data can be collected/used without prior consent.
• Any personal information collected must be carefully protected to prevent leaks.

Individuals’ Rights

• Individuals have the right to know what information is held about them.
• If a person finds that the data is incorrect or unnecessary, they can request corrections to or the deletion of the information.
• However, there is a limit on this right; it cannot be used to cause trouble for the collector of the information or to harm others. For example, a person cannot request a deletion of information just to avoid legal responsibilities.

Penalties for Violations

• Heavy financial penalties, as follows:
  • For illegally trading personal data: Fines of up to 10 times the amount gained or a maximum of VND3 billion.
  • For unauthorized cross-border data transfer: Fines of up to 5% of the previous year’s revenue or a maximum of VND3 billion.
  • For other violations: Fines of up to VND3 billion for organizations, or VND1.5 billion for individuals.
• Compensation must also be paid for any damages or losses caused, such as financial loss or harm to a person’s reputation.
• In serious cases, criminal charges may apply.

Specific Rules for Certain Sectors

• Recruitment: Only necessary information (e.g. name, skills) is allowed to be collected. If an applicant is not hired, their information must be deleted unless they consent to its retention. Employee information must be kept for only a reasonable time and deleted when the employee leaves, unless otherwise required by law.
• Healthcare and insurance: Explicit consent is required to use health information. For example, hospitals cannot share a person’s medical records with others without permission.
• Banking and finance: Banks must protect their clients’ account information and credit scores. If a data breach occurs, they must promptly inform those affected and the authorities.
• Advertising: Only legally collected information can be used for advertising. People have the right to opt out of receiving ads, and companies cannot hire third parties to advertise using a person’s data without their consent.
• Social networks: They must disclose what data they collect (such as posts, messages). Users have the right to view, correct, and delete their data. Social networks cannot require photo IDs for account verification, nor can they eavesdrop on users’ messages or calls without their consent.

Special Protection for Children and Vulnerable Individuals

• Children under age 16, people with cognitive impairments, or those unable to control their behavior are given extra protection.
• For children over 7 years old whose personal information is to be made public (e.g. in a post about them), consent must be obtained from both the child and the parents.

What Must Companies Do to Comply?

• Appoint a person or team to be responsible for personal data protection. If necessary, this function can be outsourced.
• Conduct a compliance audit within 60 days of starting data collection and update it every six months or upon any changes.
• For cross-border data transfers, additional reporting is required, except in cases such as cloud services or when a person transfers their data themselves.
• Small businesses may be exempt from some requirements if certain conditions are met.

Required Actions if a Data Breach Occurs

• Companies must report to the authorities (Ministry of Public Security) within 72 hours of detecting a serious breach (e.g. those that might impact a person’s safety, health, or property).
• They must take remedial measures and protect affected individuals.

How to Prepare for Compliance under the New Law

Ahead of the new law’s entry into effect on January 1, 2026, anyone that collects personal should:

• Review how they collect, store, and use personal data to ensure compliance.
• Train their employees to understand individuals’ rights under the law and how to handle data properly.

Resources & Environment

This decree, which entered into effect on July 1, 2025, replaces earlier regulations (Decrees 78/2011, 83/2017, and 136/2020). Below is a summary of the key updated regulations.

Fire Safety Management Categories

• New additions:
  • Expanded the list of establishments subject to fire safety management to 34 (Appendix I), up from 21 under Decree 136/2020. New categories include:
  • Government offices
  • Space research facilities, data centers, multi-purpose buildings with at least two floors or a floor area of 100 m²
  • Warehouses for flammable goods over 500 m²
• Revisions:
  • Does not include Appendices III, IV, and VIII from Decree 136/2020, which outlined management responsibilities and fire safety signage.
  • Introduced:
  • Appendix III: Facilities and vehicles requiring fire safety design approvals.
  • Appendix IV: Fire safety equipment and materials.
  • Appendix V: Fire safety vehicles requiring pre-approval for use.

Fire Safety Documentation

• New requirements:
  • Information sheets for establishments
  • Fire safety and rescue regulations
  • Fire equipment maintenance logs
  • Assignment letters for fire safety duties (if no dedicated fire safety team)
  • As-built drawings for fire systems (if design approvals are required)
  • Inspection records, penalties, or recommendations (if applicable)
• Simplifications:
  • Removed requirements for older documents, such as:
  • Fire safety internal regulations approvals
  • General layout drawings
  • Reports on fire and explosion incidents
  • Fire safety business certification
  • Lightning protection and pressure equipment inspection reports

Fire Safety Design Approvals

• New regulations:
  • Specialized construction agencies will assess:
  • Safety distances between structures
  • Fire truck access roads and parking areas
  • Evacuation routes and emergency staircases
  • Fire and smoke prevention measures
  • Applicable to large-scale facilities like residential buildings over seven floors, malls exceeding 2,000 m² or stadiums with over 5,000 seats (Appendix III).
• Revisions:
  • Previously, Decree 136/2020 did not specify detailed responsibilities.
  • Now, police agencies only assess electrical and fire safety systems within a maximum of 10 days for critical projects or 6 days for others.

Fire Safety Reporting Frequency

• New requirements:
  • Establishments in Appendix II: Inspection every 6 months.
  • Establishments in Appendix I: Inspection once a year.
  • Reports are due by June 15 and December 15 annually.
• Revisions:
  • Decree 136/2020 mandated semi-annual reporting for all facilities under police management.

Establishment of Specialized Fire Safety Teams

• New rules:
  • Organizations managing multiple facilities can form specialized fire safety teams, provided:
  • Fire trucks are within 3 km of the furthest facility.
  • Other facilities have local fire safety teams under the specialized team.
• Revisions:
  • Decree 136/2020 lacked provisions for centralized team management.

Fire Alarm and Communication Equipment Rollout

• New deadlines:
  • By January 1, 2026: Identify areas and residences lacking fire safety infrastructure.
  • By July 1, 2027: Cities under central government jurisdiction must implement and connect fire alarm systems.
  • By July 1, 2027: Facilities listed in fire safety regulations must install fire alarm equipment.
• Revisions:
  • Decree 136/2020 provided no specific timelines.

Addressing Non-Compliant Facilities

• New deadlines:
  • By January 1, 2026: Provincial governments must list non-compliant facilities.
  • By July 1, 2028: Facilities must either upgrade or repurpose to come into compliance.
• Revisions:
  • Decree 136/2020 lacked detailed timelines for remediation.

Fire Safety Equipment Certification

• New provisions:
  • Certification of fire safety equipment will only apply until June 30, 2026. After this, certification will no longer be required.
• Revisions:
  • Decree 136/2020 required continuous equipment certifications.

Dangerous Goods Transport Permits

• New rules:
  • The Ministry of Industry and Trade now issues permit for all hazardous goods categories (1, 2, 3, 4, 5, 8, and 9).
• Revisions:
  • Previously, the Ministry of Public Security handled categories 1, 2, 3, 4, and 9, while the Ministry of Industry and Trade oversaw categories 5 and 8 only (Decrees 161/2024 and 65/2018).

Tax

Effective from June 1, 2025, this decree introduces significant updates aimed at improving transparency, compliance, and convenience in invoice management for businesses and consumers.

Expansion of Electronic Invoice Users

• Newly included:
  • Foreign companies selling goods or digital services online without a local office in Vietnam can voluntarily use electronic invoices (e-invoices).

New Definitions of E-Invoices and Their Usage

• Invoices from point-of-sale systems:
  • Generated by point-of-sale systems (e.g. supermarkets, restaurants), directly linked to tax authorities with a QR code for verification.
• Point-of-sale systems:
  • Automated systems for calculating and recording transactions.
• Electronic receipts:
  • Digital records of taxes and fees, replacing paper-based receipts.
• Invoice deletion:
  • E-invoices must be fully erased electronically, while paper invoices must be destroyed physically (e.g. shredded or burned).

Integration of Goods and Tax Information

• E-invoices can include both item prices and applicable taxes/fees, streamlining billing (e.g. supermarket invoices listing item costs and VAT).
• Sellers and tax agencies must coordinate responsibilities for invoice issuance and reporting.

Prohibited Activities

• Forging invoices for fraudulent purposes.
• Failing to submit e-invoice data to the tax authorities.

Expanded Invoice Applications

• New provisions:
  • Foreign companies selling goods online can issue VAT invoices.
  • Export-processing enterprises can issue VAT invoices under either direct or credit deduction methods.
  • E-commerce invoices: Used for cross-border transactions, with digital submissions to the tax authorities.
  • Public asset invoices: Applicable for all state-owned assets.
• Revisions:
  • The old regulations specified only certain public assets (e.g. land, buildings).
  • New regulations apply to all public assets comprehensively.

Invoice Timing Adjustments

• New rules:
  • Exports: Invoices must be issued no later than one day after customs clearance.
  • Hospitals: Invoices are issued upon receiving insurance reimbursements.
  • Lotteries: Invoices are issued before the next draw.
  • Casinos/e-gaming: Invoices must be issued within one day of revenue calculation.
• Revisions:
  • Utilities (e.g. electricity, water): Previously issued at standard intervals; now issued within seven days of data verification.
  • Crude oil/gas: Previously issued within seven days after volume notification; now issued upon price determination or tax payment deadlines.
  • Financial services:
  • Bank loans: Invoices issued per interest collection period.
  • Currency exchanges: Invoices issued immediately upon transaction.
  • Taxis: Invoices issued at the end of each trip.

Additional Invoice Information Requirements

• Invoices for government agencies must include budget codes.
• Transport invoices (e.g. Grab): Must specify sender details, including name, address, and tax code.
• Promotional or gift invoices: Must include a summary invoice with detailed lists attached.
• Casinos/e-gaming: Invoices are exempt from buyer information requirements.
• E-invoice signatures: Allowed up to one day after invoice issuance.

Mandating Point-of-Sale System Invoices

• Who must use them: Businesses with annual revenue over VND1 billion, such as supermarkets, restaurants, hotels, taxis, and cinemas.
• Details to include:
  • Seller’s name, address, and tax code
  • Buyer’s information (if applicable)
  • Product details (e.g. name, price, quantity)
  • Date/time of purchase
  • QR code for downloading invoices
• Invoice delivery: Via SMS, email, or QR code.

Special Invoice Provisions

• New rules:
  • Insolvent companies or those under tax audits can request individual tax-coded invoices.
  • Invoice registration now requires biometric verification (e.g. facial recognition or fingerprinting) to prevent fraud.

Encouraging Invoice Usage

• Introduces “Lucky Invoice” programs or rewards for regular customers to encourage invoice collection during purchases.

Corporate Investment and Taxation

The new law on corporate income tax (“CIT”) takes effect on October 1, 2025.

General Provisions

• Foreign entities selling online: Foreign entities that sell goods or services in Vietnam through apps or websites (such as online shopping, streaming, or music platforms) are now required to pay tax in Vietnam. These platforms are considered as having a permanent establishment in Vietnam, which may trigger international tax obligations.
• Tax on overseas investments: Vietnamese companies earning profits from investments abroad must pay tax in Vietnam at the time that they are earned, rather than waiting until the funds are repatriated. Any tax already paid overseas will be credited against their Vietnamese tax liability.
• Application of international tax rules: The new law allows Vietnam to apply international tax rules (such as those by the OECD/UN) to ensure fairer taxation, especially on income generated from foreign countries.
• Non-taxable income: Certain types of income are exempt from tax, such as:
  • Income from selling carbon credits (for environmental protection).
  • Interest from green bonds (used for environmental projects).
  • Financial support from the State budget or government-established funds.
• Tax calculation and loss offsetting: If a company incurs a loss from the sale of a real estate project, it can offset this loss against profits from other business activities (except for tax-incentivized activities). However, income from mineral extraction projects must be calculated separately and cannot be offset.
• Applicable tax rates:
  • The standard tax rate remains 20% for entities with annual revenue of over VND50 billion.
  • Small entities (those with annual revenue under VND3 billion) pay 15%.
  • Medium entities (those with annual revenue of from VND3 – 50 billion) pay 17%.
  • Microenterprises and certain foreign companies may pay tax based on a percentage of their revenue, with specific details to be stipulated later.
• Priority of the CIT law: The new CIT law takes precedence over other laws in case of conflicting tax incentives, except for the Capital Law and certain special policies.

Tax Incentives

• New sectors eligible for tax incentives:
  • Production of digital technology products and semiconductors, and artificial intelligence (“AI”) data centers
  • Automobile manufacturing and assembly
  • Support for small entities (technical assistance, startups, or coworking spaces)
• Removal or reduction of incentives:
  • Industrial zones no longer enjoy tax reductions.
  • Some economic zones not located in difficult areas also face reduced incentives.
  • Large-scale investment projects (over VND6 trillion) are no longer eligible for incentives.
• Expansion projects: If a company expands a project (e.g. increases capacity, upgrades technology, reduces pollution), it may enjoy tax incentives either equivalent to the existing project or as a new project if conditions are met. Additional income from the expansion must be calculated separately.
• Transition of incentives: Companies currently benefiting from tax incentives may choose to continue with the old scheme or switch to the new incentives if eligible. Previously ineligible projects may now qualify under the new law.

Deductible and Non-Deductible Expenses

• Deductible expenses:
  • R&D costs can be deducted at a higher rate than the actual expense.
  • Environmental costs (e.g. emissions reduction, environmental remediation) or the costs for the construction of public works are deductible even if they do not generate immediate revenue.
  • Other expenses as stipulated by the government.
• Non-deductible expenses
  • Expenses that are not legally compliant.
  • Interest on loans from non-banking sources exceeding the regulatory cap (currently 20%).
  • Cash payments exceeding the prescribed threshold (to be regulated later).

Under this decree, accounts created by the National Public Service Portal or the administrative procedure resolution information systems at the ministerial or provincial level for agencies and organizations may be used until June 30, 2025.

After that, starting from July 1, 2025, the legal representative of an enterprise or an authorized individual who has a Level 2 e-identification account must register an organizational e-identification account on the national e-identification (“VNEID”) application to handle administrative procedures.

The e-identification for foreign legal representatives of foreign direct investment (“FDI”) enterprises will be implemented from July 1, 2025. Until the Ministry of Public Security issues an e-identification account for the legal representative, FDI enterprises are to continue using their current accounts for tax administrative procedures as usual.

The decree provides the following e-identification guidance for foreigners in Dong Nai and Bien Hoa (other provinces, such as Ho Chi Minh City, are likely to implement similar processes):

Timeframe: Starting from July 1, 2025.
Who: Foreign legal representatives of FDI enterprises registering for a Level 2 e-identification account.

Process: After registering, an e-identification code and password for logging into the VNEID account will be sent via the VNEID application, a verified phone number, or email. The legal representative will then activate the account on the VNEID application to register for an organizational e-identification account to be able to handle administrative procedures and access public administrative services electronically.

• Due to the need to maintain organizational operations, from July 1 to July 10, 2025, priority for Level 2 organizational e-identification accounts will be given to foreign individuals who head companies or enterprises.
• For Vietnamese legal representatives of FDI enterprises who already have a Level 2 e-identification account, they can log into the VNEID account to register for an organizational e-identification account to be able to handle administrative procedures and access public administrative services electronically.

Documents required for registration:

• Passport/valid international travel document
• Visa or temporary residence card
• Request form for an e-identification account (Form TK01 attached to Decree 69)
• Verified email/phone number
• Information the foreigner wishes to integrate into the VNEID application.

This law, referred to as the “2025 Amended Law on Enterprises” introduces several changes to improve transparency and provide clarity for companies operating in Vietnam. The law entered into effect on July 1, 2025. We provide the key updates below.

Disclosure of Company Beneficial Owners

• Who is a beneficial owner? A beneficial owner is the person who ultimately owns or controls the company, such as the person who has a significant shareholding or has decision-making powers (e.g. to appoint directors or change the company’s business model).
• What are the requirements?
  • When registering a company, a list of beneficial owners must be submitted that includes information such as their full name, date of birth, nationality, ethnicity, gender, contact address, ownership ratio (% of shares), and identification documents (ID card or passport).
  • The company must collect, update, and retain this information at its headquarters or as specified in its charter, for at least five years after dissolution or bankruptcy.
  • The company must provide this information to State authorities upon request, especially for anti-money laundering checks.
  • If there is any change in beneficial ownership (such as a change in owners or ownership ratios), the company must notify the business registration authority, except for listed companies.
• For existing companies: Companies established before July 1, 2025 must supplement the beneficial ownership information when making any subsequent business registration changes or earlier if desired.

Obligation to Declare Truthful Information

• Companies must not provide false information, particularly regarding actual capital contributions. For example, they cannot declare VND100 million in capital if only VND50 million has been contributed, or misvalue contributed assets.
• If false declarations are made, the company’s legal representative (i.e. the director) may be fined or held civilly liable.
• Companies must ensure that all registration and operational information is truthful.

Expansion of Who Can Establish a Company

• Previously, public officials and civil servants were prohibited from establishing or managing companies. Now, those working in science, technology, innovation, or digital transformation are permitted to:
  • Establish and manage companies.
  • Contribute capital or buy shares in joint-stock companies, limited liability companies, or partnerships.

Regulations on Borrowing and Bond Issuance

• Non-public joint-stock companies issuing bonds must ensure that their total debt (including the bonds to be issued) does not exceed five times their equity, based on the previous year’s audited financial statements.
• Some companies are exempt from this rule, including state-owned enterprises (“SOEs”), real estate companies, banks, insurance companies, securities firms, and fund management companies.
• Bond issuances announced before July 1, 2025 remain subject to the previous law.

Valuation of Shares or Capital Contribution

• When transferring shares or capital, valuation is determined as follows:
  • Listed shares: Based on the average trading price over the last 30 days before valuation, the agreed price between the buyer and the seller, or the price appraised by a valuation organization.
  • Unlisted shares/capital: Based on the most recent transaction price, the agreed price, or the valuation by a valuation organization.

Post-Registration Company Inspections

• Under the 2025 Amended Law on Enterprises, the government has shifted from pre-registration inspections to post-registration checks (known as post-licensing inspections).
• Provincial People’s Committees will issue transparent inspection procedures and coordinate information sharing on companies’ legal compliance.

Other Minor Changes

• Dividends: Refers to profits paid to shareholders from post-tax profits, payable in cash or assets.
• Capital reduction: Joint-stock companies can return capital to shareholders if they have operated for more than two years (excluding suspension periods) and can still meet debt obligations. Companies can also return capital based on preferred stock terms.
• Shareholders’ meetings: If the board of directors fails to convene a meeting, shareholders holding at least 5% of ordinary shares (or a lower ratio as specified in the charter) may convene a meeting but are responsible for any false information provided.
• Company dissolution: Companies will be dissolved if they lack the minimum required number of shareholders or members for six months without converting to another legal form.

Removal of Digital Signature Requirement

Companies are no longer required to use digital signatures or business registration accounts for registration procedures. The government will provide detailed guidance on electronic registration methods.

This law amends a number of articles of various laws, as described below. The changes entered into effect on July 1, 2025.

LAW ON BIDDING

This law has been significantly revised to make contractor selection easier and to promote technology development, innovation, and digitalization. Below are the key highlights:

Support for Technology and Creative Enterprises

• Who receives priority? Companies and individuals engaged in technology, innovation, and research (such as startups, innovation hubs, and high-tech companies) are given preferential treatment in bidding. For example, a young entrepreneur who invents a new tech product will have easier access to bidding opportunities.
• Easier participation: Technology companies are no longer required to prove they have sufficient equity to implement projects, making it easier for them to participate.
• Collaboration with foreign partners: Vietnamese companies can collaborate with foreign firms on domestic technology and innovation projects, enabling knowledge and technology transfer.

New Methods for Selecting Contractors

• Various contractor selection methods include:
  • Direct contracting (single-sourcing).
  • Competitive bidding (open bidding, competitive offers).
  • Community-based implementation or self-execution by the procuring entity.
  • Commissioning: A new method where tasks are directly assigned to companies or individuals to produce public products, services, or undertake important projects (e.g. technology, defense, energy).
• Simplified direct contracting: Direct contracting is permissible when:
  • A company proposes a project involving unique technology.
  • The project requires a company that has already built essential digital platforms to ensure system integration.
• Simplified competitive offers: Fewer stringent requirements on experience and capacity for bidders, allowing more companies to participate.

Special Cases

• Selection of special investors: Investors can be selected without open bidding if the project requires:
  • Special technologies.
  • The involvement of national defense, security, or national interest.
• When can bidding be canceled?
  • If the project’s objectives or scope change (e.g. due to state agency restructuring).
  • If unforeseen issues arise (e.g. natural disasters) affecting project plans.

Simplified Procedures

• Greater flexibility for SOEs: SOEs not using State budget funds can independently decide their procurement methods without being bound by the bidding law, enabling faster and more competitive procurement.
• Eliminating intermediary roles: No need for intermediaries to handle bidding procedures, simplifying the process and saving time.
• Faster government decisions: The government can promptly adjust regulations on direct contracting and competitive offers without waiting for formal legal amendments, ensuring timely adaptation.

International Bidding and High-Tech Projects

• International bidding: For projects in sensitive areas (e.g. border regions), authorities like the Ministry of National Defense or Ministry of Public Security must review before deciding between domestic or international bidding.
• One-stage, two-envelope process: This applies to the procurement of medicines, medical equipment, or high-tech projects, allowing for quicker contractor selection.

Responsibilities of the Procuring Entity

• What must investors do?
  • Respond to inquiries about bidding documents.
  • Request contractors to clarify their bids.
  • Approve or reject a contractor’s proposal to subcontract part of the work, ensuring quality and progress.

Other Changes

• Limited use of restricted bidding: Restricted bidding is now reserved for projects with special technical requirements, reducing its overuse.
• Flexible procurement: Scientific and technological projects funded by the State can freely select contractors. In agriculture, direct purchases from farmers and households are allowed.

 

LAW ON INVESTMENT

There are several changes to support technology projects and economic development. Below are the key updates:

New Incentivized Sectors

• Development of large data centers and cloud computing services
• Manufacturing of advanced technology products
• Innovation and digital transformation
• Training of human resources for the technology and railway sectors
• Waste treatment, recycling, and water resource protection

New Incentivized Areas

In addition to industrial parks and high-tech zones, focused digital technology zones are now eligible for investment incentives.

New Categories of Special Support

Large-scale projects (with investment of VND3 trillion or more) such as:

• Data centers, cloud computing, and 5G networks
• Chip manufacturing and digital technology products
• AI centers

These projects will receive incentives if investments are made quickly and substantially.

Provincial Authority Over More Projects

Certain large-scale projects—such as population relocation, airport construction, air transport, and oil refining—that were previously under the Prime Minister’s authority will now be approved by the Provincial People’s Committees.

Changes to Conditional Business Lines

• Added: Services related to digital assets (such as virtual currencies) and personal data processing.
• Removed: Urban railway business is no longer classified as a conditional business sector.

Transfer of Projects in Pre-2021 Urban Areas

Projects located in urban areas established before 2021 can now be transferred if:

• Land-use rights certificates have been issued.
• Financial obligations are fulfilled.
• The current investor does not wish to continue. The transferee will inherit the rights and obligations to continue the project.

Special Registration for Certain Projects

Large technology projects (e.g. data centers, 5G networks, tech product manufacturing) located in industrial parks or high-tech zones may apply through a special, expedited registration process.

New Requirements for Foreign Investors

Foreign investors are allowed to establish companies in Vietnam to develop technology projects (such as innovation centers or chip manufacturing) before applying for an investment registration certificate.

CUSTOMS LAW

Previously:
To qualify for priority treatment (such as expedited customs procedures and fewer inspections), entities were required to have export-import management software directly connected to the customs authority’s system. They also needed to comply with the law for two consecutive years, achieve significant import-export revenue, use electronic procedures, conduct payments via banks, and maintain an effective internal control system.

Amendments:

• The software requirements have been loosened; entities now only need to have software or an IT system to manage import-export goods and share data with the customs authority, without needing to have a fully integrated direct connection.
• High-tech entities, such as semiconductor chip manufacturers, are eligible for priority treatment without needing to meet the revenue thresholds or the two-year compliance record. However, they must still use electronic procedures, make payments via banks, and maintain internal control systems.
• On-the-spot imports and exports (goods delivered and received within Vietnam under contracts with foreign companies) must undergo customs procedures and be subject to clear inspection and supervision.
• Entities operating in the Da Nang Free Trade Zone or engaging in major digital technology projects are also eligible for priority treatment.
• Goods related to high technology and semiconductors will receive preferential treatment as listed by the Ministry of Science and Technology.

VAT LAW

Previously:
The law did not clearly provide for a 0% VAT rate on on-the-spot exports (goods delivered and received within Vietnam under contracts with foreign companies). As a result, businesses often had to export goods abroad and then re-import them, incurring significant time delays and costs.

Amendment:
On-the-spot exports are now subject to a 0% VAT rate, helping businesses save costs and eliminating the need to physically export and re-import goods. This change streamlines procedures and reduces waiting time.

LAW ON EXPORT AND IMPORT DUTIES

Previously:
Machinery, equipment, and raw materials that could not be produced domestically and were used for scientific and technological research were exempt from import duties. High-tech entities were granted a five-year import duty exemption starting from commencement of production.

Amendments:

• Import duty exemptions are now extended to machinery, equipment, spare parts, raw materials, and scientific publications (including those that can be produced domestically) used for research, technological development, innovation, and digital transformation.
• Goods used to create fixed assets for scientific, technological, innovation, and digital transformation projects—whether new or expanded—are also exempt from import duties.
• Raw materials, materials, and components for production by organizations engaged in science, technology, innovation, and digital transformation are exempt from import duties for five years from commencement of production.

This resolution, which entered into effect on July 1, 2025, introduces special policies to promote the development of Hai Phong City, with a focus on attracting investment, especially in technology, logistics, and commerce. Below are the key highlights:

Easier Investment

• Hai Phong is authorized to approve large-scale projects (e.g. ports with investment from VND2.3 trillion) without requiring the Prime Minister’s prior approval.
• Investment procedures in the free trade zone (“FTZ”) are simplified, particularly for sectors like high-tech, artificial intelligence, semiconductor manufacturing, and logistics.

Foreign investors are not required to obtain an investment certificate before establishing a company in the FTZ; they only need to register like domestic investors do.

Free Trade Zone

• The FTZ is a special area designed to attract investment in technology, logistics, commerce, and premium services.
• It includes dedicated areas for manufacturing, ports, logistics, and commerce.
• Entities in the FTZ enjoy customs priority and exemptions from specialized inspections for internationally certified goods.
• Foreigners (experts, scientists) are granted visa exemptions and 10-year temporary residence cards.

Tax and Land Incentives

• Tax exemptions: Entities operating in the FTZ are exempt from CIT for four years, enjoy a 50% reduced tax rate (from the already incentivized low tax rate of 10-15%) for the following nine years, and benefit from a low tax rate (10-15%) for the next 15-30 years.
• Land rent exemption: Projects in the FTZ (except housing and commercial projects) are exempt from land rent for the entire lease period.
• Startups and high-tech companies are exempt from income tax for five years. Individuals and experts working in the FTZ are also eligible for tax exemptions or reductions.

Support for Startups and Technology

• The city will establish a venture capital fund to provide financial support for technology projects and innovative startups.
• Entities receive support for R&D costs, access to laboratories, and intellectual property consulting.
• New technology testing is permitted for 3-6 years with more flexible regulatory conditions.

Logistics and Infrastructure

• The city will heavily invest in ports, waterways, and logistics centers.
• Logistics investors (with projects over 50 hectares) can lease land without auctions, with accelerated land recovery procedures.

Financial Support

• Hai Phong is allowed to borrow up to 120% of its budget to develop infrastructure.
• The city retains 100% of fees and charges from waterways and ports to reinvest in development.
• Revenue from carbon credits (emissions reduction) will be used to promote green and digital economic growth.

This decision, which entered into effect on the signing date, establishes the Da Nang Free Trade Zone (“Da Nang FTZ”) with an area of approximately 1,881 hectares divided across Lien Chieu District and Hoa Vang District. The zone is structured into several areas focusing on:

• Manufacturing and logistics: High-tech manufacturing, renewable energy, modern logistics.
• Commerce and services: Duty-free goods trading, tourism, education, healthcare.
• Digital technology and innovation: Development of AI, information technology, and startups.

Key Objectives

• To become a major economic hub with international connectivity via Lien Chieu port and Da Nang airport.
• To attract investments, boost technological advancements, create jobs, and promote economic growth.

Benefits for Investors

• Opportunities to invest in high-tech industries, logistics, commerce, and tourism.
• Access to modern infrastructure and special incentive policies (under Resolution 136/2024/QH15).
• Integration into global supply chains with significant profit potential.

Development Plan

• Da Nang City will invest in infrastructure, attract investors, and clear land for development.
• The government and ministries will assist in policy development to ensure project feasibility.

Incentives in the Da Nang Free Trade Zone

• Long-Term Operation Licenses
  • Infrastructure developers (e.g. ports, factories) and businesses operating in the zone can have operation terms of 50-70 years, ensuring long-term investment security.
• Simplified Procedures for Foreign Companies
  • Foreign investors can establish companies without prior investment registration—they follow the same registration process as local companies, reducing the processing time by 1-2 months compared to standard procedures.
• Corporate Income Tax Incentives
  • All companies enjoy:
  • A 100% CIT exemption for the first four years of taxable income.
  • 50% reduced tax rate for the following nine years (i.e. a 5% CIT rate based on the preferential 10% CIT rate).
  • A preferential 10% CIT rate for the next 15 years (vs. the standard 20%).
  • Example: A company earning VND10 billion/year saves VND2 billion/year in taxes for four years, then pays only VND500 million/year for the next nine years.
  • Startups in AI, semiconductors, or innovative sectors receive a 100% CIT exemption for five years.
  • Example: An AI firm making VND2 billion/year saves VND400 million/year for five years.
• Import-Export and VAT Incentives
  • Goods imported for production or re-export are 100% exempt from import duties and VAT.
  • Example: Importing machinery worth VND50 billion saves:
  • 5-5 billion in import duties (7-10% rate).
  • VND5 billion in VAT (10%).
• Personal Income Tax Incentives
  • Experts and scientists in startups, semiconductors, or AI are 100% exempt from personal income tax for five years.
  • Example: An engineer earning VND500 million/year saves VND35-70 million/year in taxes.
• Land Use Incentives
  • Infrastructure developers can lease land for up to 50-70 years at preferential rates, with:
  • 100% land rent exemption for 11-15 years.
  • 50-55% rent reduction for the next 20 years.
  • Example: For a land rent of VND1 billion/year, a company saves VND11-15 billion in rent over 11-15 years and pays only VND450-500 million/year for the next 20 years.
  • Tenants can also enjoy lower land rental prices with similar incentives.
• Customs Prioritization
  • Companies importing/exporting goods benefit from faster customs clearance, without needing to meet high import-export revenue thresholds (typically US$100-200 million/year), saving 1-2 weeks in paperwork processing time.
• Financial Support from the City
  • The city government will invest in road, electricity, and water infrastructure to support companies.
  • Semiconductor and AI companies may receive:
  • Support of up to 5% of the cost for equipment purchases or relocation.
  • Example: Buying VND100 billion worth of equipment qualifies for a VND5 billion subsidy.
  • Support for hiring high-level human resources and training in semiconductors and AI (specific support levels will be determined by the city).

April

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Accounting - Auditing

This decree, which entered into effect on April 14, 2025, provides further details and guidance on the implementation of certain provisions of the Law on Independent Auditing. The key amendments are discussed below.

Expansion of entities required to undergo annual financial statement audits: Large-scale entities meeting at least two of the following three criteria are now subject to mandatory annual financial statement audits:

• Average annual number of employees participating in social insurance: 200 or more
• Annual total revenue: VND300 billion or more
• Total assets: VND100 billion or more

Extension of auditor rotation period: The mandatory rotation period for auditors has been extended from three years to five years. This change aims to:

• Reduce the pressure on audit firms.
• Enhance the effectiveness of coordination with audited entities.
• Align with international practices.

Taxation

This decree, which entered into effect on April 14, 2025, provides details and guidance on the implementation of certain provisions of the Law on Independent Auditing. The key provisions are discussed below.

Tax debt thresholds for temporary exit suspension:

• For individual business owners and household business heads: Temporary exit suspension applies if the tax debt amounts to VND50 million or more and the overdue period exceeds 120 days.
• For individuals acting as legal representatives of entities: The threshold is set at VND500 million or more, with the same overdue period requirement.

Applicability: These cases fall under the scope of enforcement for administrative decisions related to tax obligations.

Investment

The International Financial Centers (“IFCs”) in Ho Chi Minh City and Da Nang have been established with strong preferential policies to attract investment, promote sustainable finance, and enhance international integration. Key policies described in the resolution include:

Tax Incentives

• Corporate Income Tax:
  • For priority projects: 10% tax rate for 30 years, up to four years of tax exemption, and a 50% tax reduction for the following nine years.
  • For non-priority projects: 15% tax rate for 15 years, two years of tax exemption, and a 50% tax reduction for the following four years.
• Personal Income Tax:
  • Managers, experts, scientists, and highly skilled workers (both Vietnamese and foreign) are exempt from personal income tax on salaries until the end of 2030.
  • Income from the transfer of shares and capital contributions to IFC members is also exempt from personal income tax until 2030.
• Value Added Tax:
  • Financial services provided within the IFC are exempt from tax or subject to a reduced rate.
  • Goods imported/exported to/from the IFC benefit from Vietnam’s most favorable tax rates under its international commitments.

Foreign Exchange Policies

• Transaction Flexibility:
  • IFC members can freely use foreign currency in transactions with each other or with foreign organizations/individuals.
  • Foreign loans are exempt from foreign exchange control regulations, requiring only public reporting.
• Investment Transfers:
  • IFC members can transfer foreign investment capital into the IFC and repatriate profits in foreign currency through IFC accounts.
  • Outbound investments from IFCs are exempt from foreign exchange management procedures for members with 100% foreign capital.

Entry and Labor Policies

• Visas and Residency:
  • Investors, foreign experts, and their dependents are eligible for multiple-entry visas (up to five years) or temporary residence cards (up to 10 years).
  • Strategic investors and senior experts may receive permanent residency.
• Labor Permits:
  • Foreigners meeting professional standards are exempt from work permits.
• Labor Recruitment:
  • Members can freely hire workers without restrictions on the ratio of foreign workers and are not required to notify authorities before recruiting Vietnamese workers for positions intended for foreign employees.

Incentives for Foreign Investors

• Full or partial ownership of shares or capital contributions in IFC members.
• Establishment of economic organizations within IFCs without requiring investment registration certificates or approval of investment policies.
• Contributions, share purchases, or capital contributions to IFC members require only a notification of enterprise registration changes without having to register with the state authorities.
• Foreign-owned members are exempt from administrative procedures related to foreign exchange management for outbound investments and loans, requiring only account registration and reporting compliance.

Land and Construction Policies

• Land Leasing:
  • Priority projects: up to 70 years
  • Other projects: up to 50 years (renewable)
  • Clean land prioritized for key industries.
• Exemptions:
  • No requirements for technology assessment, environmental impact reports, detailed planning, or construction permits.
  • Investors only need to provide notification of the commencement of construction with a technical-economic report.
• Land Mortgaging:
  • Economic organizations and foreign-invested entities within IFCs may mortgage land-use rights and attached assets with foreign credit institutions for investment loans.

Housing Rights

• Foreigners working or investing in IFCs can purchase, lease, or inherit commercial housing within IFC boundaries.

FinTech and Innovation Policies

• Controlled Testing (Sandbox):
  • Allows testing of new technologies and business models within a limited time while exempting certain legal requirements.
• FinTech Startups:
  • Receive similar incentives as those at the National Innovation Center, including non-repayable financial support from local budgets.
• Exemption from Liability:
  • Regulatory bodies and testing organizations are exempt from administrative and civil liabilities if they follow established processes.

Incentives for Strategic Investors

• Priority in implementing critical infrastructure projects, land leasing without auctions, and participation in IFC planning and development adjustments.
• Involvement in investment, development, operational management, leasing, or transferring projects within IFCs.
• Investment in large-scale infrastructure projects to support IFC development, including complex facilities and ecosystems to attract international investment.
• Obligations:
  • Commit to long-term investment, complete infrastructure projects within five years, and refrain from transferring such projects for 10 years (except with government approval).

Alternative Dispute Resolution Mechanism

• Besides court and arbitration (domestic and international), disputes related to IFC investment and business activities can be resolved at the International Arbitration Center within the IFC.

If the parties agree that the center’s decisions are final, courts are prohibited from revisiting them. The decisions are immediately enforceable.

Energy

With effect from the date of issuance, the Vietnam Oil and Gas Group has been renamed as the Vietnam National Industry-Energy Group. Its abbreviated name is PETROVIETNAM, which can be shortened to PVN.

Banking & Finance

This resolution will enter into effect immediately once it is signed (the exact date has not yet been determined but is expected to be announced soon) and will be applicable until December 31, 2027.

Key highlights of the draft resolution are provided below.

Scope of application

• Crypto-asset service providers (“CASPs”) that engage in operating exchanges, proprietary trading, and the custody and issuance of crypto assets.
• Organizations issuing crypto assets and stablecoins.

Definitions

• Crypto assets: Assets utilizing blockchain/distributed ledger technology.
• Stablecoins: Crypto assets pegged to fiat currency value to stabilize price.

License limits

• A maximum of five CASPs will be licensed.
• The CASP must meet the following conditions:
  • Be a Vietnamese legal entity with a minimum charter capital of VND10 trillion (~US$385 million).
  • Have a capital structure of ≥65% from organizations; ≥35% from at least two banks/securities firms/funds/insurance companies/technology entities.
  • Have foreign ownership of ≤49%.
  • Be in compliance with requirements on infrastructure, personnel, risk management, AML/CFT, and IT security (Level 4, assessed by the Ministry of Public Security).
• Licensing process: Two stages – preliminary and official.

Foreign CASPs

• May operate only through cooperation with licensed domestic CASPs; otherwise, considered illegal.

Vietnamese traders

• Must open accounts and transfer crypto assets to licensed CASPs within six months. Assets not transferred will not be legally recognized.

Issuance of crypto assets

Applicable only to foreign investors, with trading restricted within this scope.

To address the growth of fintech solutions in the banking industry in Vietnam, this decree, which enters into effect on July 1, 2025, was introduced to create a legal environment for fintech testing, promote innovation, protect customers. The key provisions are summarized below.

Scope of regulation

The decree establishes a controlled testing mechanism for the banking sector in implementing new products, services, and business models through fintech solutions including:

• Credit scoring
• Data sharing via open application programming interface (“Open API”)
• Peer-to-peer lending (“P2P lending”)

Applicable entities

• Credit institutions and foreign bank branches (except for P2P lending)
• Fintech companies
• Competent state authorities
• Customers and related organizations and individuals involved in the testing mechanism

Definitions

• Fintech company: An entity that is not a credit institution that is legally registered in Vietnam that provides independent fintech solutions or cooperates with credit institutions.
• Participating organization: An organization granted a Participation Certificate by the State Bank of Vietnam.
• P2P lending: A technology solution connecting borrowers and lenders on a digital platform, using VND as the currency.
• Open API: A standardized programming interface to share data between organizations.
• Credit scoring: A technology solution to assess creditworthiness to support the granting of credit.
• Customer: Individuals or organizations using fintech solutions, including borrowers and lenders in P2P lending (Vietnamese entities or individuals).

Duration, location, and scope of testing:

• Duration: Up to two years, with possible extensions, subject to State Bank of Vietnam approval; each extension not to exceed one year, for up to two times.
• Location: Limited to inside the territory of Vietnam; no cross-border testing.
• Scope: Only for the provision of fintech solutions within the scope of the Participation Certificate; P2P lending companies are prohibited from providing loan guarantees, pawning activities, or acting as customers themselves.

The decree focuses on six main policies:

• Participation conditions: Defining scope, subjects, and criteria for participation.
• Testing implementation: Regulating Fintech solutions (credit scoring, Open API, P2P lending), duration, and scope.
• Risk control: Supervisory, reporting, and accountability requirements.
• Protection of rights: Responsibilities for complaint handling, compensation, and information confidentiality.
• Post-testing handling: Regulations on termination, extension, or completion of testing.
• Transition handling: Provisions for organizations not participating or ceasing testing to ensure fairness.

March

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Energy

The decree introduces changes to regulations on the DPPA mechanism, as provided below.

Expansion of participants in the DPPA mechanism

• Inclusion of additional large electricity consumers: Large electricity consumers serving electric vehicle charging businesses are now eligible to participate in the DPPA mechanism, alongside the previously eligible consumers serving production purposes.
• Removal of electricity volume and voltage requirements: The requirement for retail electricity units in authorized models (zones/clusters) to purchase at least 200,000 kWh/month and connect to a voltage level of 22kV or higher has been removed.

More flexible definition and criteria for large electricity consumers

Flexible definitions: The previous decree specifically defined large electricity consumers as those with an average consumption of 200,000 kWh/month or more. Under the new decree, large electricity consumers are defined as those with high power and electricity consumption levels, as regulated by the Minister of Industry and Trade, adapting to the development stages of the power system. This allows for more flexibility, enabling future adjustments through lower-level legal documents.

Currently, Circular No. 16/2025/TT-BCT issued on February 1, 2025 matches the previous decree, defining large electricity consumers as those consuming 200,000 kWh/month or more.

New cap on electricity purchase price

A new provision limits the electricity purchase price under the DPPA mechanism, ensuring it does not exceed the maximum price of the generation price framework for the corresponding power source type. This restriction was absent in previous regulations.

Restriction on the sale of excess electricity from rooftop solar power

Renewable energy generators with rooftop solar power systems may only sell up to 20% of their actual generated electricity surplus to EVN, power corporations, or power companies.

New features of the DPPA mechanism via the national grid

• Contractual flexibility: Previously, all contract terms were required to follow fixed templates. New provisions permit the inclusion of additional terms in power purchase agreements (“PPAs”) between renewable energy generators and:
  • EVN
  • Large electricity consumers/authorized retail electricity units in zones/clusters with power corporations or power companies
  • Renewable energy generators and large electricity consumers/authorized retail electricity units in zones/clusters.
• Expansion of electricity sellers: Electricity sellers to large consumers now include authorized and delegated entities of power corporations and power companies, in addition to power corporations, as previously stipulated.
• Percentage allocation limitation: A new requirement mandates that the total percentage of electricity output allocated by renewable energy generators to large consumers or authorized retail electricity units in zones/clusters must not exceed 100%.

Alignment with the 2024 Electricity Law

These revisions have been introduced to align with changes introduced in the 2024 Electricity Law that was issued on November 30, 2024 and became effective on February 1, 2025.

The decree covers details on the following areas:

Power development planning

• Specifies the criteria for projects to be included in national or local power development plans.
• Excludes the following:
  • Grid-connected systems at 1 kV or lower.
  • Off-grid systems for internal use (e.g. factories, farms, households).
  • Grid-connected systems not selling electricity to the national grid (e.g. rooftop solar, behind-the-meter storage systems).
• Requires that projects selling electricity to the grid comply with the relevant plans, regardless of scale.

Gas-powered electricity projects

Provisions for gas-powered projects are as follows:

• Introduction of:
  • A mechanism for transferring fuel costs in PPAs to ensure cost recovery.
  • Mandatory long-term electricity purchase obligations to enhance financial viability.
• Fuel cost recovery:
  • Applies to liquefied natural gas (“LNG”) projects initiated before January 1, 2031 and domestic gas projects initiated before January 1, 2036.
  • Fuel prices are calculated using a weighted average to reflect actual costs.
  • LNG infrastructure costs (e.g. ports, pipelines) are included in electricity prices but not duplicated in fuel costs.
• Long-term purchases:
  • Domestic gas projects: Electricity buyers (e.g. EVN) must optimize plant dispatch based on gas supply.
  • LNG projects: Guarantee a minimum of 65% of average annual production in the first 10 years to repay loans; subsequent terms are subject to negotiation.

Investor selection and bidding

• Applies to projects within power plans or with multiple interested investors.
• Includes renewable energy, thermal power, LNG, and independent grid infrastructure.
• The bidding process is carried out in two phases:
  • Phase 1: Approval of bidding policies (by the Ministry of Industry and Trade or local authorities) that detail project specifics and electricity buyers.
  • Phase 2: Conducting of public bidding under procurement laws, specifying criteria, price caps, land use, and timelines.
• Rights and obligations of investors:
  • Rights: To submit applications for investment certification and enterprise registration, and negotiate PPAs.
  • Obligations: To comply with environmental regulations, land clearance, and project schedules.
• Emergency cases:
  • Simplified procedures for urgent projects (e.g. replacing delayed projects, addressing power shortages, or meeting defense/security needs).

Additional notes

Just over two weeks after issuance of this decree, the Ministry of Industry and Trade proposed amendments to address challenges faced by gas-powered electricity projects.

• LNG projects such as Nhon Trach 3 & 4 (1,624MW) and Hiep Phuoc Phase 1 (1,200MW) are under construction and expected to begin operations in 2025. Other energy sources (e.g. LNG, pumped hydro, offshore wind) for the 2026–2030 period is currently delayed.
• The ministry proposed limiting LNG power development after 2035, transitioning to hydrogen use within 10 years of operation, aiming for most gas-powered plants to utilize hydrogen by 2050:
  • Total LNG capacity is capped at 22,524MW by 2030. Between 2032–2035, additional projects such as Long Son and Long An II will be added.
  • By 2050, the roadmap includes:
    • LNG co-fired with hydrogen (18,200–26,123MW)
    • Full conversion to hydrogen (8,576–11,325MW)
    • LNG with carbon capture and storage technology (1,887–2,269MW)

The ministry also proposed developing LNG power clusters in the North (7,900MW) at Quang Ninh, Thai Binh, Thanh Hoa, and Nghe An to optimize centralized LNG port infrastructure and reduce costs. LNG port locations will be studied under the National Energy Master Plan.

This decree will affect organizations and entities investing in and producing renewable energy electricity, new energy electricity, offshore wind power, and self-produced and self-consumed electricity.

Currently, there are no existing regulations specifically addressing the development of renewable and new energy electricity. This decree establishes a legal framework and preferential policies for these electricity projects. (Previously, there was a decree providing policy mechanisms encouraging the development of rooftop solar electricity for self-production and self-consumption, issued on October 22, 2024, which expired on March 3, 2025.) The key highlights are as follows:

Incentives for new energy electricity projects

• Exemption from marine area usage fees during the construction phase, but not exceeding three years from the date construction commences. A 50% reduction in marine area usage fees applies for nine years following the exemption period.
• Exemption from land use and lease fees during the construction phase, but not exceeding three years from the date construction commences.
• A minimum long-term contracted electricity output of 70% during the loan repayment period, but not exceeding 12 years, unless otherwise agreed upon by the investor and electricity purchaser.

Reporting obligations

Owners of renewable and new energy power plants must measure parameters such as wind direction and average wind speed (for wind power plants), or total sunshine hours and solar radiation density (for solar power plants), and record weekly electricity output at the plant. Reports must be submitted to the provincial Department of Industry and Trade by January 15 each year.

Regulations on selling excess electricity for self-produced and self-consumed systems

When selling excess electricity to the national grid, entities owning self-produced and self-consumed electricity systems may sell up to 10% of their actual generated electricity output. Rooftop solar systems may sell up to 20% of their generated electricity output.

Notification requirements

• Non-grid-connected electricity sources: Must notify the provincial Department of Industry and Trade and the local power utility about the source name, type, capacity, purpose, location, and implementation timeline.
• Grid-connected rooftop solar electricity (<100kW, household systems): Must notify the provincial Department of Industry and Trade, the local power utility, the construction management authority, and the fire prevention and control agency using Form 01.
• Grid-connected rooftop solar electricity (<1,000kW, non-excess-selling systems): Must notify the same agencies as above using Form 02.

Registration for development certification

Applicable cases:

• Rooftop solar electricity ≥1,000kW.
• Rooftop solar electricity <1,000kW, not selling excess electricity but seeking certification.
• Rooftop solar electricity <1,000kW, selling excess electricity (except households <100kW and exempt cases).

Applications must be submitted to the provincial Department of Industry and Trade and include Form 03, design drawings, and construction/fire safety/environmental documents (if applicable).

Incentive policies for offshore wind power projects

Eligibility:

• Projects approved or granted investment policy decisions before January 1, 2031.
• For projects supplying electricity to the national grid, capacity must fall within 6,000MW as approved in the power development plan.

Incentives:

• Exemption from marine area usage fees during the construction phase, but not exceeding three years from the date construction commences. A 50% reduction in marine area usage fees applies for 12 years following the exemption period.
• Exemption from land use and lease fees during the construction phase, but not exceeding three years from the date construction commences.
• A minimum long-term contracted electricity output of 80% during the loan repayment period, but not exceeding 15 years for projects selling electricity to the national grid, unless otherwise agreed upon by the investor and electricity purchaser.

Investor conditions
Investors in offshore wind power projects must meet the following requirements:

• Experience in developing at least one offshore wind power project.
• A minimum equity contribution of 15% of the project’s total investment value.
• A minimum equity-to-total project investment ratio of 20%.

For foreign investors or organizations with foreign investment capital: Additional conditions include:

• Participation of domestic enterprises holding at least 5% of the charter capital or voting shares in the project-executing entity.
• Written approval from the Ministry of National Defense, the Ministry of Public Security, and the Ministry of Foreign Affairs.
• Commitment to using domestic suppliers for workforce, goods, and services.

Commerce

Introduction of regulations on beneficial ownership

The draft law establishes a legal framework for beneficial ownership to align with Vietnam’s commitments on anti-money laundering, countering the financing of terrorism, and countering the proliferation of weapons of mass destruction.

Background and international compliance

In 2007, Vietnam joined the Asia/Pacific Group on Money Laundering and underwent evaluations based on the Financial Action Task Force standards. From March 2022 to March 2023, Vietnam attempted to address deficiencies in its anti-money laundering framework but failed to meet requirements. As a result, on June 30, 2023, the Financial Action Task Force placed Vietnam on the Grey List, mandating improvements in the legal framework and the enforcement of violations related to beneficial ownership information.

• The consequences of being grey-listed include reduced foreign direct investment (~7.6% of GDP), increased financial transaction costs, and a risk of being added to the Black List.
• The World Bank ranked Vietnam 29^th out of 50 in its Market Entry Index (October 2024), citing the absence of beneficial ownership regulations.

Need for revision

Based on the above, there was a need for a review and amendment of the Law on Enterprises to foster a favorable business environment and ensure compliance with Vietnam’s international commitments under the 2021–2025 Anti-Money Laundering Strategy.

Definition of beneficial ownership

In the draft law, a beneficial owner of a legal entity is defined as an individual who meets one or more of the following criteria:

• Directly or indirectly holds 25% or more of the charter capital.
• Directly or indirectly receives more than 25% of dividends or profits.
• Ultimately exercises control over the enterprise.

Definition of control

Control over an entity is defined as an individual, organization, or group that:

• Owns more than 50% of the charter capital or common shares.
• Has the authority to directly or indirectly appoint, dismiss, or remove the majority or all members of the board of directors, the chairperson of the members’ council, or the general director.
• Has the authority to amend the company charter.
• Has the authority to decide on significant business operations as specified in the charter.

Indirect ownership

Indirect ownership occurs when an individual or organization owns shares or capital through other entities in which they hold more than 50% of the charter capital.

Additional requirements

• Entities are required to collect, update, and store information on beneficial owners.
• Legal representatives of entities must notify and provide information on beneficial ownership.
• Beneficial owners must fulfill specific responsibilities regarding entity obligations.

Flexibility for advancing science and technology

The draft law allows public officials and managers at public science and technology organizations or public universities to contribute capital, manage, or work at entities established to commercialize research outcomes with the approval of their organizational leaders.

Amendment to streamline regulations

In line with Directive No. 119-KL/TW and prior assessments by the Ministry of Justice, the draft law has been structured to:

• Focus on regulatory principles.
• Leave detailed procedures to government decrees.

Revisions to corporate governance provisions

Several provisions related to corporate governance have been amended for clarity and practicality:

• Capital transfer in multi-member LLCs (Article 52.1.a): Clarifies the term “relatives” to avoid misinterpretations.
• Convening members’ council meetings (Article 57): Specifies procedures for convening and organizing meetings, including simplified processes for special cases.
• Reduction of charter capital in joint stock companies (Article 112.5.a): Amends regulations to address difficulties faced by inactive companies or those returning capital to preferred shareholders.
• Shareholders’ rights and responsibilities (Article 115.4): Clarifies shareholder/group obligations to provide accurate information when convening general shareholders’ meetings.
• Private bond issuance: Revises provisions to align with securities laws and protect investors.
• Supervisory Board responsibilities (Article 170.3): Removes the requirement for semi-annual financial report reviews to reduce the administrative burden, as annual reports already cover the necessary details.

Expansion of applicable entities

The decree adds to the scope foreign suppliers engaged in e-commerce, digital platforms, and other services without a permanent establishment in Vietnam who voluntarily register to use e-invoices.

New provisions on principles for issuing and using invoices

• Integration of tax and fee receipts: Allows for the integration of tax, fee, and charge receipts with e-invoices in a unified format, ensuring standardized content and format. Parties must agree and notify the tax authority using Form 01/ĐKTĐ-HĐĐT.
• Encouragement of invoice retrieval: Utilizes the invoice database for programs like lucky invoices and frequent customer rewards.

Clarification of prohibited acts

• Forging invoices or documents for illegal purposes is prohibited.
• Failing to transfer electronic data to the tax authorities as required is prohibited.

Supplementary regulations on invoice use

• Foreign suppliers: Permitted to use VAT invoices for e-commerce and digital platform business activities.
• Export processing enterprises:
  • Direct method: Use direct invoices.
  • Deduction method: Use deduction invoices.
• E-commerce invoices: Applicable for exporting goods and services abroad, provided electronic data transfer conditions are met. Otherwise, VAT or retail e-invoices must be used.

Invoices for public asset sales

There are comprehensive rules though they do not list specific types of assets.

Additional regulations on timing of invoice issuance

• For exported goods: Invoices must be issued no later than the next working day after customs clearance.
• For specific services (e.g. health insurance, lottery, casinos): Additional regulations apply.

New rules for sending invoices from POS systems

• Eligible entities: Individual businesses with annual revenue of at least VND1 billion, retail businesses, supermarkets, restaurants, hotels, passenger transportation, and entertainment services.
• Invoice content: Must include seller and buyer information (if requested), goods details, taxes, date of issuance, tax authority codes, or traceable data.
• Methods for sending invoices: Via SMS, email, QR codes, or accessible URLs.

Elimination of invoice cancellation requirement

• Replaces cancellation with adjustment or replacement of incorrect invoices.
• Detailed rules for adjustments/replacements include:
  • Issuance of one invoice for multiple erroneous invoices within the same month.
  • Prior agreement with business buyers.
  • Notification to individuals via the company website (if applicable).
  • Positive (increase) or negative (decrease) value markings.
  • Continued use of the selected method for any new errors.

This resolution lays out goals for simplifying administrative procedures for production and business activities. Key highlights are set out below.

Goals by 2025

• Reduce at least 30% of unnecessary business investment conditions, and reduce by 30% the administrative procedure processing time and compliance costs.
• Ensure 100% of business-related administrative procedures are conducted online, minimizing paperwork.
• Fully implement 100% of the decentralization plans under Decision No. 1015/QD-TTg by August 30, 2025.
• Review and simplify 100% of internal administrative procedures to align with organizational restructuring, to be completed by December 31, 2025.

Goals by 2026

• Eliminate 100% of unnecessary, conflicting, or unclear business investment conditions.
• Reduce the administrative procedure processing time and compliance costs by 50% compared to 2024 levels.
• Manage 100% of internal administrative procedures electronically.
• Ensure all information and documents need to be provided only once to administrative agencies.

Key tasks and solutions with deadlines

• Review and compile a list of administrative procedures
  • Examine legal documents to list the time and costs of complying with administrative procedures.
  • Deadline: By April 30, 2025.
• Reduce and simplify administrative procedures through technology
  • Apply technology and reuse digitized data in national databases.
  • Deadlines: Submit the 2025 plan by June 30, 2025 and the 2026 plan by June 30, 2026.
• Reorganize and streamline organizational structures
  • Review and propose procedures for reduction in cases of agency mergers or consolidation.
  • Deadline: By December 31, 2025.
• Decentralize and delegate administrative procedures
  • Implement decentralization under Decision No. 1015/QD-TTg.
  • Deadline: By September 30, 2025.
• Eliminate unreasonable business investment conditions
  • Abolish conflicting, ambiguous, or non-specific conditions.
  • Deadlines: Finalize the 2025 plan by June 30, 2025; the 2026 plan by June 30, 2026.
• Transfer licensing procedures to businesses or social organizations
  • Review and transfer procedures such as training, examination, and testing.
  • Deadlines: Finalize the 2025 plan by June 30, 2025 and the 2026 plan by June 30, 2026.
• Publish and simplify internal administrative procedures
  • Fully publish internal procedures on the National Administrative Procedure Database.
  • Deadline: By April 30, 2025.
• Complete plans for reducing internal administrative procedures
  • Implement decentralization and simplification of internal procedures among agencies.
  • Deadlines: Finalize the 2025 plan by June 30, 2025 and the 2026 plan by June 30, 2026.

February

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Energy

Key changes under the new law are as follows:

• Addition of provisions on emergency power projects and facilities: These are exempt from the procedures for approving investment policies and converting forest land use purposes to other purposes. The Prime Minister decides to approve the list of emergency power projects and facilities based on assessments and proposals from the Ministry of Industry and Trade or provincial People’s Committees (except for power projects and facilities under the National Assembly’s authority to approve investment policies).
• Addition of cases exempt from electricity activity licenses to streamline procedures, for example, organizations generating electricity and supplying it to the national grid are exempt from wholesale electricity licenses, as well as other cases not subject to the requirement of obtaining an electricity activity license under regulations (these provisions were not included previously).
• Addition of provisions on developing competitive market levels to restructure the electricity sector, reform electricity pricing mechanisms, reduce and eventually eliminate cross-subsidies between customer groups and regions. The goal is to develop an increasingly fair and transparent electricity market without discrimination.
• Addition of provisions on renewable energy and new energy electricity into the law – previously, there was only a draft decree on the development of renewable energy and new energy electricity. Accordingly, regulations on incentives and policies to encourage the development of these forms of electricity are specified.
• Addition of forward contracts – a type of contract under the form of trading through agreements between the electricity seller and buyer, which was not included in the current law. As electricity prices in the day-ahead market fluctuate rapidly with each trading cycle (currently each cycle lasts 30 minutes), forward contracts are used to establish a fixed electricity price for specific periods as agreed by both parties – to mitigate risks from price fluctuations in each trading cycle.
• Addition of more detailed regulations on electricity trading with foreign countries:
  • Allows parties to negotiate when directly connecting grids with foreign countries without going through the national grid system.
  • The imported electricity price must align with the price framework issued by the Minister of Industry and Trade.
  • The exported electricity price must: (i) not be lower than the maximum price set by the Minister of Industry and Trade for cases not involving the national grid system, and (ii) not be lower than the maximum average retail electricity price in the domestic market for cases involving the national grid system.
  • The Minister of Industry and Trade is tasked with approving policies for electricity trading with foreign countries. Recently, the Ministry of Industry and Trade officially issued Decision No. 2647/QD-BCT approving the price framework for importing electricity from Laos to Vietnam, effective from December 31, 2025; this decision specifies the import price levels for two types of power plants, namely hydropower and wind power.

The most notable provision of this decree pertains to measures ensuring the performance of electricity trading contracts, as follows:

• Responsibility of the electricity buyer to ensure contract performance:
  • Applicable scope: Applies to customers using electricity with an average consumption of 1,000,000 kWh/month or more (as per the electricity trading contract).
  • If the registered consumption is below this threshold but the actual average consumption over the most recent 12 months reaches 1,000,000 kWh/month or more, the contract must be amended or supplemented with performance assurance provisions before taking effect.
• Agreement on annual assurance value: Based on the actual average electricity consumption over the preceding 12 consecutive months.
• Contract assurance value:
  • Determined by agreement between the parties, ranging from 10 to 15 days’ worth of electricity costs.
  • Calculated based on the average monthly or 12-month electricity consumption and the normal-hour electricity price.
• Assurance measures: Specifically agreed upon in the contract, with bank guarantees being encouraged as a preferred method.

Exempted entities: Customers using electricity to serve the headquarters of state agencies, public service entities, armed forces, political organizations, and socio-political organizations are not subject to these requirements.

The main points of the plan, effective February 12, 2025, are as follows:

Specific objectives by phase:

• By 2030:
  • Pilot carbon capture projects.
  • Decommission approximately 540MW if improvements are not feasible.
  • Pilot co-firing with biomass/ammonia.
  • Increase renewable energy to 29.2-37.7% of the energy mix.
  • Achieve 8-10% energy savings.
  • Initiate the Ninh Thuận nuclear power plant.
• 2031-2040:
  • Resolutely phase out low-efficiency/old-technology coal plants.
  • Prohibit permits for new coal plants.
  • Transition to biomass/ammonia co-firing (from 20% to 100%).
  • Implement carbon capture if the pilot is successful.
  • Expand renewable energy development.
• 2041-2050:
  • By 2045: Develop 1,160MW of clean energy, convert 18,642MW to biomass/ammonia, with 6,990MW fully transitioned.
  • By 2050: Develop 3,335MW of clean energy, convert 25,632-28,832MW to biomass/ammonia, and install carbon capture systems.
• Post-2050: Eliminate the use of coal for electricity production entirely.

Key components

• Technical aspects:
  • Research co-firing with biomass/ammonia, carbon capture technologies, renewable energy industries, and grid upgrades.
• Financial aspects:
  • Utilize state budget funds.
  • Mobilize domestic and international resources (e.g. Just Energy Transition Partnership, Asia Zero Emission Community).

Encourage private sector investment.

Enterprise

The draft, which amends and supplements the current Bankruptcy Law, introduces several new provisions aimed at reforming bankruptcy procedures and business recovery for enterprises and cooperatives, addressing practical challenges.

These new provisions are grouped into the following key areas:

Court Jurisdiction Specification:

• Specialized bankruptcy courts: The draft supplements clear regulations on the authority, duties, and powers of specialized People’s Courts dedicated to handling bankruptcy cases. Previously, there were no specific provisions for such specialized courts. With the establishment of these courts, bankruptcy cases will be resolved more quickly and professionally.
• High People’s Courts and Supreme People’s Court: The draft also expands the jurisdiction of the High People’s Courts and the Supreme People’s Court in resolving bankruptcy-related cases, ensuring consistency and feasibility in adjudication.

Mediation in Recovery and Bankruptcy Procedures: A significant new feature is the addition of mediation procedures for bankruptcy cases. Mediation provides an opportunity for parties to reach a mutual agreement, potentially avoiding full bankruptcy proceedings. Mediation will take place after the court initiates recovery or bankruptcy procedures and before a decision to suspend or declare bankruptcy is issued.

Separation of Recovery and Bankruptcy Procedures:

• The draft law distinctly separates business recovery procedures from bankruptcy procedures. Previously, recovery was part of the bankruptcy process, which hindered efforts to restore business operations. The draft encourages and prioritizes recovery procedures over bankruptcy, aligning with international practice.
• New provisions on recovery procedures:
  • Additional entities entitled to file recovery requests:
  • Enterprises and cooperatives can file recovery requests themselves (via legal representatives, shareholders, or private enterprise owners).
  • Addition of negotiation procedures: Before initiating recovery proceedings, enterprises and cooperatives may negotiate with creditors. If an agreement is reached, the court will suspend the recovery process.
  • Amendments to formulating recovery plans:
  • Managers of enterprises or cooperatives are obligated to develop a business recovery plan.
  • Unsecured creditors, secured creditors, shareholders, and owners of shares or capital contributions have the right to propose recovery plans.
  • Specific duties and powers of the creditors’ conference:
  • The creditors’ conference is valid if attended by creditors representing at least 65% of the total debt of the enterprise or cooperative.
  • Resolutions are passed when creditors representing 65% or more of the total debt vote in favor.

Emergency Measures and Asset Preservation:

• Asset preservation: Temporary emergency measures will be applied to protect enterprise assets during recovery or bankruptcy. Specifically, provisions include suspending the payment of debt inconsistent with the recovery plan and suspending contributions to pension and death benefit funds for up to 12 months.
• Additional temporary emergency measures: Beyond mandating asset handover, measures may include temporarily restricting the legal representative of the enterprise or cooperative from leaving the country.

Simplified Recovery and Bankruptcy Procedures for Small and Micro Enterprises

• The draft law introduces a simplified procedure for small and micro enterprises to reduce the legal burden and cost.
• Conditions to be eligible to follow the simplified procedures:
  • Small and micro enterprises with fewer than 20 unsecured creditors or total debt under VND10 billion.
  • Enterprises with fewer than 10 creditors and fewer than 200 employees.
• Advantages of simplified recovery procedures:
  • Faster processing time (half the duration of standard procedures).
  • Fees reduced to half the standard recovery procedure fees.
  • No need to establish a Creditors’ Representative Committee or appoint an administrator.
• Simplified bankruptcy procedures:
  • Resolutions of the creditors’ conference are approved when creditors representing at least 51% of unsecured debt vote in favor.

International Bankruptcy Proceedings

• The draft law adds provisions to support cross-border bankruptcy cases, facilitating coordination between Vietnamese enterprises and international financial institutions in resolving overseas bankruptcy matters.
• Foreign requests for bankruptcy assistance: Provisions include designating a Vietnamese bankruptcy representative abroad to represent enterprises or cooperatives (in cases where there is no legal representative) in resolving asset disputes in foreign courts, participating in bankruptcy cases handled by foreign courts, and requesting foreign courts to recognize and enforce bankruptcy decisions issued by Vietnamese courts.
• Assistance with foreign bankruptcy cases:
  • Scope: Vietnamese courts will assist with foreign bankruptcy cases when:
  • A foreign court or competent authority requests assistance from a Vietnamese court to resolve a foreign bankruptcy case.
  • A foreign bankruptcy representative in Vietnam requests a Vietnamese court to recognize their authority as a creditor or debtor representative to initiate or participate in bankruptcy proceedings handled by a Vietnamese court.
  • Jurisdiction and support measures:
  • Suspension of proceedings related to the enterprise’s or cooperative’s business activities and assets being handled by administrative agencies.
  • Suspension of enforcement actions or asset auctions to preserve the enterprise’s or cooperative’s assets.
  • Freezing or seizure of the enterprise’s or cooperative’s assets.
  • Prohibiting the enterprise or cooperative from paying or disposing of its assets.
  • Other necessary measures to preserve business operations, assets, or protect creditors’ interests.

Administrative Procedure Reforms

• A key innovation in the draft law is the reform of administrative procedures by adopting an online platform. The following procedures will be conducted online, minimizing paperwork and processing time:
  • Issuance, service, notification, and submission of documents in bankruptcy cases.
  • Filing requests to initiate recovery or bankruptcy proceedings.
  • Payment of fees, advances for costs, and recovery or bankruptcy expenses.
  • Submission and delivery of documents and evidence.

Mediation sessions, complaint resolution meetings, meetings to address requests to declare transactions invalid, and creditors’ conferences.

This decree, which enters into effect on March 27, 2025, will impact credit institutions, conglomerates, state-owned corporations, parent-subsidiary companies, and multinational corporations. The key highlights are as follows:

Amendments and supplements to provisions on related parties:

• Under the current regulation in Point d, Clause 2, Article 5 of Decree 132/2020, an enterprise and an economic organization (operating under the Law on Credit Institutions) are considered related parties if the loan meets two conditions: it accounts for at least 25% of the borrowing enterprise’s owner’s equity and exceeds 50% of the total medium- and long-term debt of the borrowing enterprise. However, in practice, when an enterprise borrows from a bank, financial institution, or credit institution, and these entities do not participate in managing, controlling, contributing capital, or making decisions regarding the borrowing enterprise’s production and business activities, they should not be regarded as related parties based on the principle of “substance over form” (i.e. assessing the relationship based on its actual nature rather than its superficial appearance). Therefore, the new decree adds two exclusion cases to Point d, Clause 2, Article 5 as follows:
  They are not considered related parties if the lender/guarantor is an economic organization (operating under the Law on Credit Institutions):
  • That does not participate in managing, controlling, contributing capital, or investing in the enterprise; and
  • The enterprise is not jointly managed, controlled, capitalized, or invested in by another party.
• The addition of Point m to Clause 2, Article 5 of Decree 132/2020 introduces two new cases deemed as related party relationships:
  • A credit institution with its subsidiary or controlling company (direct control/ownership relationship)
  • A credit institution with an affiliated company of the credit institution (indirect affiliation relationship)

Amendments and supplements to the responsibilities of the State Bank:

• The addition of provisions on the responsibility of the State Bank to coordinate and provide information regarding related individuals of credit institutions (this information is used to identify affiliated companies) and information about affiliated companies of credit institutions upon request from the tax authority.

Replacement of Annex I – Information on related party relationships and transactions:

The addition of one column under the indicator “Form of related party relationship” corresponding to the addition of Point m, Clause 2, Article 5 mentioned above.

Investment

This decree sets out more expedited investment procedures under the Investment Law 2020 for certain projects. Key highlights are described below.

Scope of application:

• Projects that do not require approval of the National Assembly as stipulated in Article 30 of the Investment Law 2020.
• Projects located in industrial parks, export processing zones, high-tech zones, concentrated information technology zones, free trade zones, and functional zones within economic zones, in the following fields:
  • Investment in the construction of innovation centers and research and development centers; investment in the integrated circuit semiconductor industry, technology design, manufacturing of components, integrated electronic circuits, flexible electronics, chips, and semiconductor materials.
  • Investment in high-tech fields prioritized for development, and the production of products listed in the catalog of high-tech products encouraged for development under the Prime Minister’s decision.

For investment projects already received by the Management Board before January 15, 2025 but for which results have not yet been provided, investors may propose to opt for the application of the special investment procedures.

No.	Content	Regular Investment Procedure	Special Investment Procedure
1	Components of the dossier	Per Clause 1, Article 33 of the Investment Law 2020 The dossier for investment approval must include: a) A written request for implementation of the investment project, including a commitment to bear all costs and risks if the project is not approved. b) Documents proving the legal status of the investor. c) Documents demonstrating the financial capacity of the investor, including at least one of the following: Financial statements of the investor for the two most recent years A commitment of financial support from the parent company A commitment of financial support from a financial institution A guarantee of the investor’s financial capacity Other documents proving the investor’s financial capacity d) Investment project proposal, including the following key content: Information on the investor or the method of selecting the investor, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, implementation schedule, information on the current land use status at the project location and proposed land use demand (if any), labor demand, proposal for investment incentives, the project’s economic-social impacts and benefits, and a preliminary environmental impact assessment (if required) in accordance with environmental protection laws. In cases where the construction law requires the preparation of a pre-feasibility study report, the investor may submit the pre-feasibility study report in lieu of the investment project proposal. In cases where the investment project does not request land allocation, a land lease, or permission to change the land use purpose from the State, a copy of the land-use rights documents or other documents confirming the right to use the location for implementing the investment project must be submitted. e) Explanation of the technology used in the investment project, for projects subject to technology appraisal or consultation as required by technology transfer laws. g) BCC contract, for investment projects implemented under the Business Cooperation Contract (BCC) form. h) Other documents related to the investment project, and requirements regarding the investor’s conditions and capacity as stipulated by the law (if any).	The dossier for investment registration must include: (1) The documents specified in Points a, b, c, d, đ, g, and h of Clause 1, Article 33 of the Investment Law 2020, wherein: The written request for implementation of the investment project includes a commitment to meet the conditions, standards, and technical regulations as stipulated by the laws on construction, environmental protection, and firefighting and prevention. The investment project proposal includes the identification and forecast of environmental impacts and measures to mitigate adverse environmental impacts, replacing the preliminary environmental impact assessment. Note: The requirement for “Explanation of the technology used in the investment project for projects subject to technology consultation under technology transfer laws” is removed from the dossier components. (2) Commitment of the investor in the written request for implementation of the investment project, including the following content: a) Conditions, standards, and technical regulations relevant to the laws on construction, environmental protection, and firefighting and prevention. b) A preliminary assessment of the project’s compliance with the conditions, standards, and technical regulations specified in Point a of this clause. c) A commitment to comply with the conditions, standards, and technical regulations specified in Point a of this clause, to refrain from engaging in prohibited acts under the laws on construction, environmental protection, and firefighting and prevention, and to bear full responsibility in case of failure to fulfill the commitments as stated.
2	Authority	National Assembly, Prime Minister, Provincial People’s Committee	The Management Board of Industrial Parks, Export Processing Zones, High-Tech Zones, Economic Zones
3	Time	National Assembly: N/A Prime Minister: N/A Provincial People’s Committee: 35 days	15 days
4			Not required to carry out procedures for approving investment policies, technology appraisal, preparing environmental impact assessment reports, establishing detailed planning, obtaining construction permits, and other procedures for approval, acceptance, or permission in the fields of construction, fire prevention, and firefighting. (Expected to shorten the project implementation time by approximately 260 days).

Information Technology

This decree, which enters into effect on April 10, 2025, provides a detailed legal framework for electronic signatures and trust services, addressing legal gaps in the current Law on Electronic Transactions 2023. It specifies provisions regarding electronic signature certificates, public digital signatures, specialized secure electronic signatures, as well as business conditions and licensing procedures for trust services. The Ministry of Information and Communications (“MIC”) and the National Electronic Authentication Center (“NeAC”) play central roles in managing and overseeing the implementation. Key highlights are provided below.

Electronic Signature Certificates – The “ID Cards” of Electronic Signatures

Electronic signature certificates act as documents verifying the identity and public key of the signer. They are not signatures themselves but tools for authentication. The decree categorizes certificates into four types, with varying validity periods:

• Root digital signature certificates: Issued directly by the NeAC, these are valid for 25 years.
• Digital signature certificates for trust service providers: Used for timestamping, data message authentication, and public digital signature verification, these are valid for 5 to 10 years, depending on the type of services.
• Public digital signature certificates: Issued to subscribers (individuals/organizations), these are valid for a maximum of three years.
• Specialized electronic signature certificates: For secure specialized signatures, these are valid for 10 years.

Usage: Certificates are attached to electronic signatures when signing documents, allowing recipients to verify validity through software or systems provided by the NeAC or other certification authorities.

Specialized Secure Electronic Signatures – Internal Scope

Specialized secure electronic signatures are created by agencies or organizations that meet safety requirements under Article 22 of the Law on Electronic Transactions. These signatures are primarily used in:

• The internal operations of agencies/organizations.
• Transactions in specific sectors (e.g. healthcare, banking).
• External transactions within designated functions and duties.

Certification process: Agencies/organizations submit applications (requests, legal documents, authentication regulations) to the MIC. Applications are reviewed within 20 days, with certifications valid for up to 10 years. The issuing agency is responsible for the safety and legal compliance of the signature.

Example: A hospital uses a specialized signature to sign electronic medical records within its internal system, but not for public transactions.

Public Digital Signatures – Administrative and Business Transactions

Public digital signatures are widely used in public transactions (administrative and commercial) associated with public digital signature certificates issued by trust service providers. They serve as the primary tool for activities such as tax filing, e-invoice signing, and online contracting.

Obligations:

• Signer: Must verify the certificate status using compliant software before signing.
• Recipient: Must check the certificate validity and digital signature through certification authority or NeAC systems.

Example: A company uses a public digital signature to file electronic tax declarations, attaching the certificate for verification by tax authorities.

Conditions and Procedures for Trust Service Businesses

The decree imposes stringent requirements on organizations providing trust services (timestamping, data message authentication, public digital signature certification), as follows:

• Financial: The organization must deposit a minimum of VND10 billion or have liability insurance.
• Personnel: Staff must have university degrees and at least two years of experience in IT and information security.
• Technical: The organization must be in compliance with Level 3 safety standards, data storage, and backup systems (backup centers must be at least 20 km from the main center).

Licensing procedures:

• Applications (requests, legal documents, technical plans) are submitted to the MIC or through the public service portal.
• The MIC reviews the application within 20–30 days of its submission.

Suspension/revocation of licenses:

• Suspension (of up to six months): For violations such as incorrect license content, failure to meet conditions, or non-payment of system maintenance fees.
• Revocation: For cases of dissolution, bankruptcy, non-operation for one year, or serious violations (e.g. forged documents, unresolved issues after suspension).

Roles of the MIC and NeAC

• MIC: Manages applications, licensing, supervision, suspension/revocation of licenses, and issuance of technical standards.
• NeAC: Manages the national authentication infrastructure, issues/revokes certificates for trust service providers, and publishes information (certificate lists, status) on https://rootca.gov.vn/.

January

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Investment

This decree, effective from December 31, 2024, prioritizes projects that utilize advanced technology, new technology, high technology, clean technology, modern management practices, create high added value, are environmentally friendly, and have widespread impacts, including integration into global production and supply chains.

The investment support policies include:

• Cost support (for training, human resource development, research and development (“R&D)”, fixed asset investments, production of high-tech products, and investment in social infrastructure projects) for the following:
  • High-tech entities or those with investment projects producing products or applying high technology with a minimum capital of VND12 trillion or generating annual revenue of VND20 trillion.
  • Entities investing in chip manufacturing, integrated circuits, and artificial intelligence data centers with projects having a minimum capital of VND6 trillion or annual revenue of VND10 trillion.
  • Entities working on breakthrough technologies or products listed in the prioritized High Technology and High-Tech Product Categories (included in the list of high-tech products encouraged for development as decided by the Prime Minister) for R&D.
  • Entities with microchip design projects employing at least 300 Vietnamese engineers or managers within five years of operation in Vietnam and annually supporting the training of at least 30 high-quality engineers in the field of microchip design.
  • R&D center projects with a minimum investment scale of VND3 trillion.
• Levels of support for specific costs:
  • Up to 50% of training and human resource development costs for Vietnamese workers.
  • Up to 30% of R&D costs for expenses exceeding VND240 billion in the financial year.
  • Up to 10% of fixed asset investment costs for the original value of fixed assets exceeding VND240 billion in the financial year. However, the annual support amount must not exceed 5% of the total investment capital stated in the investment policy approval decision or investment registration certificate.
  • 5% to 3% of the added value of high-tech products in the financial year.
  • Up to 25% of investment costs for social infrastructure projects (e.g. worker housing, schools, kindergartens, healthcare facilities, cultural and sports facilities).
• Initial investment cost support for entities with R&D projects in the semiconductor and artificial intelligence industries, with support up to 50% of initial investment costs for projects that positively impact the innovation ecosystem and contribute to the development of breakthrough technologies and products for the nation.

Note: The above support levels apply to entities with no overdue tax or public financial obligations at the time of application submission.

Key updates to the Law on Investment are as follows:

• Introduction of special investment procedures: These are for specific investment projects located in industrial parks, export processing zones, high-tech parks, centralized information technology zones, free trade zones, and functional zones within economic zones. Projects implementing these procedures will not be required to complete the following:
  • Investment policy approval procedures
  • Technology appraisal
  • Environmental impact assessment reports
  • Detailed planning formulation
  • Construction permits
  • Approvals and permissions in construction, fire prevention, and firefighting

This marks a significant breakthrough and reform aimed at drastically reducing project implementation timelines.

The projects eligible for these procedures are as follows:

• Projects to construct innovation centers and R&D centers
• Investments in the semiconductor integrated circuit industry, technology design, manufacturing of components, integrated electronic circuits, flexible electronics, chips, and semiconductor materials
• Investments in high-tech fields prioritized for development or production of products included in the list of high-tech products encouraged for development as decided by the Prime Minister

• Additional grounds for termination of investment projects: Aside from the current grounds for termination of a project by the investment registration agencies, the following reason has been added: If, after 24 months from the deadline for achieving the objectives of the investment project or its stages (if applicable), as stated in the investment policy approval document, investment registration certificate, or their amended approvals, the investor has not fulfilled the objectives and is not eligible for an extension of the timeline under the regulations. This reform aims to streamline administrative processes, attract high-tech investments, and enforce project accountability.

Banking and Finance

The rules under the circular, which takes effect on April 1, 2025, will significantly affect credit institutions, foreign bank branches in Vietnam (“domestic banks”), and real estate businesses investing in future housing projects.

Key updates:

• Removal of conditions for housing guarantees: The condition for commercial banks to be authorized to provide housing guarantees for future housing projects has been removed. The requirement for the State Bank to publicly disclose the list of commercial banks providing these guarantees has also been abolished.
• Foreign bank branches authorized to provide housing guarantees: Foreign bank branches are now allowed to provide guarantees for future housing projects, aligning with the provisions of Article 26, Clause 1 of the 2023 Law on Real Estate Businesses.
• Introduction of the concept of a commitment letter to issue a housing guarantee for future housing projects: Specific regulations have been outlined regarding the content and duration of this letter, providing a legal framework and specific guidelines for domestic banks to follow.
  • The circular requires the guarantor to issue a commitment letter for the project developer, who then provides a copy to the buyer when signing a housing purchase or lease-purchase contract.
• Changes in customer documentation requirements: The circular adds provisions for the documentation required when requesting a guarantee for customers with a total credit balance at a domestic bank (including the amount requested for the guarantee) that is greater than or equal to 0.1% of the bank’s equity capital.

These changes aim to streamline the process and ensure that all parties involved in providing guarantees, especially for real estate projects, adhere to a more transparent and standardized framework, minimizing potential risks for financial institutions.

Natural Resources and the Environment

The Prime Minister approved the development plan for a carbon market in Vietnam to reduce greenhouse gas emissions, promote a green transition, enhance business competitiveness, and work towards the goal of net-zero emissions by 2050. This decision aims to establish a robust framework to reduce carbon emissions and foster a green economy in Vietnam, contributing to global climate goals.

• Objectives for 2025:
  • To establish the legal framework for trading greenhouse gas emission quotas and carbon credits.
  • To set up the infrastructure and domestic carbon exchange operated by the Hanoi Stock Exchange.
• Tradable commodities:
  • Greenhouse gas emission quotas – allocated either for free or through auctions.
  • Carbon credits – generated from domestic or international programs, such as the Clean Development Mechanism, the Joint Crediting Mechanism, or mechanisms under Article 6 of the Paris Agreement.
• Participants in the carbon exchange:
  • Entities emitting large amounts of greenhouse gases from sectors and facilities listed by the Prime Minister as required to conduct greenhouse gas inventories. These entities will be allocated greenhouse gas emission quotas.
  • Qualified organizations and individuals who are eligible to buy and sell carbon credits on the carbon exchange.
• Trading method:
  • Centralized trading on the carbon exchange with unique codes for emissions quotas and carbon credits.
  • Automatic payment via commercial banks.
• Implementation timeline:
  • Pilot phase (2025–2028): During this period a nationwide pilot of the carbon market will be implemented and the transfer of international carbon credits studied.
  • Official phase (from 2029): This is when the nationwide carbon market is slated to officially begin operations; the scope of the sectors and entities allocated emissions quotas will be expanded, new types of tradable credits will be added, and the participants in carbon credit trading will be broadened.