From 2025 into 2026, Vietnam has been progressively advancing legal reforms aimed at simplifying administration and prioritizing the private economy, changes that may also affect the investment sphere. Starting from the Communist Party Politburo’s guiding resolutions, and through legislative amendments in the National Assembly and government resolutions, multiple laws and regulations have been developed in layered fashion over a short period.
This article organizes, in chronological order, the main laws and regulations that make up this deregulation trend.
The Starting Point of Policy. Politburo Resolutions No. 66 and No. 68
Vietnam’s deregulation began with two high-level resolutions issued in quick succession in April and May 2025.
(1) Politburo Resolution No. 66
Politburo Resolution No. 66-NQ/TW (April 30, 2025, Resolution No. 66) is positioned as a high-level policy for transforming Vietnam’s entire legal system from a tool of control into an institutional foundation that promotes development. It sets goals to essentially resolve bottlenecks arising from legal provisions by 2025, to establish the legal foundation for administrative restructuring by 2027, and to complete the legal framework for investment and business by 2028.
Following Resolution No. 66, National Assembly Resolution No. 206/2025/QH15 was adopted, granting the government the authority to issue normative resolutions that temporarily amend specific provisions of existing laws, such as the 66-series government resolutions described below.
(2) Politburo Resolution No. 68
Politburo Resolution No. 68-NQ/TW (May 4, 2025, Resolution No. 68) positioned the development of the private economy as an important national priority. Resolution No. 68 set out the direction that businesses may operate freely except in prohibited fields, and, as concrete numerical targets, it called for a reduction of at least 30% each in business conditions (conditional business lines), the processing time for administrative procedures, and the cost of legal compliance.
Legal Reforms under Politburo Resolutions No. 66 and No. 68
Under the political guidance of Politburo Resolutions No. 66 and No. 68, the following main legal reforms and resolutions were carried out.
(1) National Assembly Resolution No. 198
(2) The 2025 Investment Law and its implementing decree
(3) National Assembly Resolution No. 206 and the 66-series government resolutions
These are introduced in turn below.
National Assembly Resolution No. 198
Following Politburo Resolution No. 68, National Assembly Resolution No. 198/2025/QH15 (adopted and effective May 17, 2025) established a special institutional framework for the development of the private economy. The resolution clearly set out a policy of shifting the management of business conditions from a licensing system to a notification and ex-post audit system, and the amendment of the 2025 Investment Law is positioned as giving this concrete form in the regulation of business and investment activities.
The 2025 Investment Law and its Implementing Decree No. 96
(1) The 2025 Investment Law
The 2025 Investment Law (Law No. 143/2025/QH15) was passed by the National Assembly on December 11, 2025, and took effect on March 1, 2026. However, Article 7 and Appendix IV, which set out the list of conditional investment fields and business lines, take effect on July 1, 2026.
(2) The Implementing Decree for the 2025 Investment Law (Decree No. 96)
Based on the 2025 Investment Law, the government enacted the Implementing Decree for the 2025 Investment Law, Decree No. 96/2026/ND-CP (Decree No. 96), on March 31, 2026, and the decree took effect the same day. It replaces the former Decree No. 31/2021/ND-CP and sets out the details and guidance on market-access conditions and investment procedures.
(3) Main changes under the 2025 Investment Law and Decree No. 96
(i) Introduction of the ERC-first system (Article 19, Clause 2 of the 2025 Investment Law)
Previously, establishing a foreign-invested enterprise first required obtaining an investment registration certificate (IRC), but under the 2025 Investment Law investors may now choose to obtain the enterprise registration certificate (ERC) first (Article 19, Clause 2 of the 2025 Investment Law). Regarding foreign-investment restrictions (market-access conditions), the investor pledges to meet them when applying for enterprise registration (Article 72, Clause 3 of the implementing decree), and the established enterprise must complete the procedure for obtaining the IRC within 12 months after establishment (Clause 4 of the same article).
If this option is chosen, the start of the business itself must still be after the IRC is obtained (Article 8 and Article 26, Clause 1 of the 2025 Investment Law, and Article 11, Clause 1 of Decree No. 96), the same as before, but it is seen as offering the advantage that preparatory acts for starting the business, such as concluding various contracts in the name of the established company itself, can proceed smoothly from an earlier stage.
(ii) Reduction of conditional investment fields and business lines (Article 7 and Appendix IV of the 2025 Investment Law)
Under the 2025 Investment Law, the conditional business and investment fields and lines that must meet conditions on grounds such as social order and safety were reorganized from the former 236 fields and lines (Law No. 57/2024/QH15) to 198 fields and lines. Thirty-eight fields were removed, and the scope of 20 fields was revised.
Note that the fields, business lines, and conditions for market access for foreign investors (Article 8 of the same law) remain essentially unchanged.
(iii) Introduction of the ex-post audit system and related measures (Article 28 of the 2025 Investment Law and Article 12, Clause 4 of Decree No. 96)
The 2025 Investment Law is understood to have expanded the special investment procedure and introduced an ex-post audit type mechanism in place of prior approval.
For investment projects in industrial zones, export processing zones, high-tech parks, international financial centers, and the like, instead of undergoing procedures to obtain approvals or permits in areas such as investment policy approval, technology appraisal, and environmental impact assessment, the investor submits a pledge or report that the project conforms to the conditions and standards under laws on construction, environmental protection, and the like (Article 28 of the 2025 Investment Law), bears responsibility for implementing the project in accordance with the issued investment registration certificate and the like, and, in the event of a violation, is subject to measures such as the imposition of administrative penalties and the suspension or termination of the business (Articles 46 to 49 of Decree No. 96).
In addition, it is planned that going forward a list will be considered and reported that classifies the conditional investment and business fields set out in Appendix IV of the 2025 Investment Law into the following two categories (Article 12, Clause 4 of Decree No. 96).
- A list of fields for which a license or certification must be obtained before conducting business activities (prior-screening system).
- A list of fields in which business may start based on the publication of business requirements and conditions and is subject to audit afterward (ex-post audit system).
This classification divides the management approach for conditional investment fields into a prior-screening type and an ex-post audit type, and together with the reduction of business lines under Government Resolution No. 66.17 described below, it forms the core mechanism of deregulation.
National Assembly Resolution No. 206 and the Mechanism of the 66-series Government Resolutions
(1) National Assembly Resolution No. 206
Following the policy of resolving legal bottlenecks set out in Politburo Resolution No. 66, the National Assembly established a special mechanism through National Assembly Resolution No. 206/2025/QH15 (passed June 24, 2025, Resolution No. 206) as a solution to difficulties and obstacles arising from legal regulations.
Difficulties and obstacles arising from legal regulations refer to the following cases.
- Where there are conflicting or overlapping regulations within the same legal document or between different legal documents.
- Where the provisions of a legal document are unclear, allow multiple interpretations, are unreasonable and unrealistic, and cause difficulties in the application and implementation of the law.
- Where a regulation in a legal document creates a burden of compliance cost, or where there is no regulation, or existing regulations impede innovation, the development of new growth drivers, the freeing of resources, the promotion of economic growth, or international integration.
Under Article 4, Clause 1 of the resolution, without waiting for the formal legislative amendment procedure (passage by a simple majority of the National Assembly), a government resolution or a resolution of the Standing Committee of the National Assembly may temporarily adjust certain provisions of current law (excluding matters concerning human rights, the fundamental rights and obligations of citizens that must be provided by law under the Constitution, restrictions on human and citizens’ rights, crimes and penalties, judicial procedures, and basic principles on the organization of the administrative apparatus). Government resolutions issued under this framework are given dedicated sequential numbers beginning with 66.1 (Article 4, Clause 2 of the resolution). The validity of such government resolutions runs until February 28, 2027 at the latest.
This mechanism made it possible for Government Resolutions No. 66.17 and No. 66.18, described below, to directly revise the list of conditional business lines in Appendix IV of the Investment Law without going through a legislative amendment in the National Assembly.
(2) Government Resolution No. 66.17. Reduction of conditional investment fields and business lines
Government Resolution No. 66.17/2026/NQ-CP (issued May 15, 2026, Resolution No. 66.17) is a measure that directly revises Appendix IV of the Investment Law (the list of conditional business lines). It takes effect on July 1, 2026, and is valid until February 28, 2027.
Conditional business lines are reduced from 198 fields to 142 fields. Against the 30% reduction target set out in Politburo Resolution No. 68, this corresponds to a reduction of about 28%.
Examples of fields being removed.
- Reinsurance, insurance brokerage, and insurance agency.
- Accounting services.
- The liquor business.
Examples of fields being revised.
- Prize-based electronic games for foreigners (Appendix IV No. 30 of Decree No. 96). Treated as being included in gambling businesses together with the casino business.
- Aquaculture feed and fertilizer (Appendix IV No. 125 and No. 142 of Decree No. 96). The scope of the concept is narrowed from business (kinh doanh) to manufacturing (san xuat).
Note that removal from the conditional business lines does not mean the state is relinquishing management. Ministries are required to establish technical standards, norms, and occupational standards and then shift from prior screening to ex-post audit (Article 4). Existing licenses may continue to be used until their expiration (Article 5).
(3) Government Resolution No. 66.18. Across-the-board easing of administrative procedures
Government Resolution No. 66.18/2026/NQ-CP (issued May 18, 2026, Resolution No. 66.18) is a measure that simplifies, across the board, administrative procedures and business conditions spanning the jurisdiction of 11 ministries (the Ministry of Public Security, the Ministry of Industry and Trade, the Ministry of Science and Technology, the Ministry of Home Affairs, the Ministry of National Defense, the Ministry of Justice, the Ministry of Finance, the Ministry of Construction, the Ministry of Culture, Sports and Tourism, the Ministry of Health, and the Ministry of Education and Training). It takes effect on July 1, 2026. The main changes are as follows.
(i) Raising of the M&A notification thresholds (related to competition law)
The threshold amounts at which notification of an economic concentration is required were each doubled (Appendix I.2 of Resolution No. 66.18).
- Total assets threshold. VND 3 trillion to VND 6 trillion.
- Turnover threshold. VND 3 trillion to VND 6 trillion.
- Transaction value threshold. VND 1 trillion to VND 2 trillion.
(ii) Introduction of the ex-post audit system and related measures (examples)
In fields under the jurisdiction of the Ministry of Home Affairs, it has been indicated that for the following businesses the license issuance procedure will be suspended and shifted to an ex-post audit system (Appendix I.4 of Resolution No. 66.18).
- Employment placement services.
- Labor dispatch services.
Conclusion. Implementation Schedule of the Main Laws and Regulations
| Law or regulation | Date promulgated | Effective date |
| Politburo Resolution No. 66-NQ/TW | April 30, 2025 | |
| Politburo Resolution No. 68-NQ/TW | May 4, 2025 | — |
| National Assembly Resolution No. 198/2025/QH15 | May 17, 2025 | Same day |
| National Assembly Resolution No. 206/2025/QH15 (special mechanism) | June 24, 2025 | Same day to February 28, 2027 |
| 2025 Investment Law (Law No. 143/2025/QH15) | December 11, 2025 | March 1, 2026 (Article 7 and Appendix IV on July 1) |
| Investment Law Implementing Decree (Decree No. 96/2026/ND-CP) | March 31, 2026 | Same day |
| Government Resolution No. 66.17/2026/NQ-CP | May 15, 2026 | July 1, 2026 to February 28, 2027 |
| Government Resolution No. 66.18/2026/NQ-CP | May 18, 2026 | July 1, 2026 to February 28, 2027 |
July 1, 2026 marks a milestone when the reduction of conditional business lines (Appendix IV of the Investment Law plus Government Resolution No. 66.17) and the easing of administrative procedures (Government Resolution No. 66.18) take effect at the same time.
For companies considering investment, M&A, or business expansion in Vietnam, it is worth closely watching these trends in business regulation and taking them as an opportunity to review how they can be used in their own business development.
TMI Consulting Vietnam, as a group company of TMI Associates, provides consulting on foreign direct investment (FDI), cross-border M&A, investment scheme structuring, and overseas expansion. For inquiries on overseas expansion, M&A, and investment strategy, please feel free to contact TMI Consulting Vietnam (info@tmiglobalconsulting.co.jp).
References
- Communist Party Politburo, Resolution No. 66-NQ/TW on Renewing the Formulation and Enforcement of Laws (April 30, 2025)
- Communist Party Politburo, Resolution No. 68-NQ/TW on the Development of the Private Economy (May 4, 2025)
- National Assembly, Resolution No. 198/2025/QH15 on a Special Institutional Framework for the Development of the Private Economy (May 17, 2025)
- National Assembly, Resolution No. 206/2025/QH15 on a Special Mechanism for Handling Difficulties and Obstacles (June 24, 2025)
- National Assembly, Investment Law (Law No. 143/2025/QH15) (passed December 11, 2025)
- Government, Investment Law Implementing Decree (Decree No. 96/2026/ND-CP) (March 31, 2026)
- Government, Resolution No. 66.17/2026/NQ-CP on the Reduction and Revision of Conditional Business Lines (May 15, 2026)
- Government, Resolution No. 66.18/2026/NQ-CP on the Decentralization, Reduction, and Simplification of Administrative Procedures and Business Conditions (May 18, 2026)
