Law 24/2026/QH16 Amending the Investment Law: What Businesses Must Prepare Before 1 March 2027
On 24 August 2026, the National Assembly passed Law No. 24/2026/QH16 amending several provisions of the Investment Law. It is the most significant revision of Vietnam's investment framework since the Investment Law 2025 (143/2025/QH15) took effect: the list of conditional business sectors is sharply reduced, a new activity is added to the prohibited list, and several provisions of the Construction Law are amended alongside.
The single most important point for every business — especially FDI enterprises — to grasp now: the Law is not yet effective as of this article (September 2026). General effectiveness is 1 March 2027; the N2O business prohibition takes effect earlier, on 1 January 2027. The period between now and then is the preparation window to review and adjust operations.
Contents
- 1. Quick summary: 4 core changes
- 2. Change 1: Conditional sectors cut from 198 to 137
- 3. Change 2: Ban on N2O business for human inhalation (effective 01/01/2027)
- 4. Change 3: Amendments to the Construction Law and related laws
- 5. Transitional rules: how operating businesses are handled
- 6. Practical impact on FDI enterprises
- 7. Preparation checklist before 01/3/2027
- 8. Frequently asked questions
- References
1. Quick summary: 4 core changes
The table below summarises the 4 core changes of the Vietnam Investment Law amendments 2026:
| # | Content | Effective |
|---|---|---|
| 1 | Full replacement of Appendix IV: conditional business sectors cut from 198 to 137 | 01/03/2027 |
| 2 | Ban on N2O business for human inhalation added to the prohibited list | 01/01/2027 |
| 3 | Amendments to several provisions of the Construction Law and related laws | 01/03/2027 |
| 4 | Transitional provisions protecting the rights of businesses operating in removed sectors | 01/03/2027 |
2. Change 1: Conditional sectors cut from 198 to 137
The Vietnam Investment Law amendments 2026 replace the entire Appendix IV of the Investment Law — the list of conditional business sectors. After the amendment, the list contains only 137 sectors, 61 fewer than the current 198.
The practical meaning is direct: for sectors removed from the list, businesses will no longer need to satisfy investment conditions under the Investment Law from 1 March 2027. That means lower compliance costs — no more maintaining sub-licences, practising certificates, or capital and personnel conditions required by the Investment Law for those sectors.
Two caveats businesses commonly misunderstand:
- First, removal from the Investment Law list does not mean "no conditions at all". Many sectors remain governed by specialised legislation (e.g., healthcare, education, finance), and those conditions continue to apply.
- Second, until 28 February 2027, the current 198-sector list remains fully in force. Businesses may not "apply the new list early" to skip conditions that are still effective — doing so risks administrative penalties.
3. Change 2: Ban on N2O business for human inhalation (effective 01/01/2027)
This is the change with the earliest effective date and the one most likely to catch businesses off guard. The Law adds trading in N2O (nitrous oxide, commonly "laughing gas") for human inhalation to the list of prohibited business sectors.
The scope must be read precisely: the ban targets N2O business for human use via the respiratory tract — the supply chain serving recreational use. The Law excludes medical purposes, food technology, testing, scientific research, and other purposes as prescribed by the Government; these fall outside the ban, though the boundary in practice — e.g., sellers serving diverse customer groups — is not always clear.
For businesses in the industrial gas and food supply chains — especially those selling N2O to diverse customer groups — now is the time to review customer files, sale contracts and recorded purposes of use. From 1 January 2027, any N2O transaction serving human inhalation is prohibited business and may be sanctioned.
One transitional provision deserves special attention: N2O business contracts already concluded for human inhalation will terminate with effect from 1 January 2027; the parties have a maximum of 45 days from that date to liquidate them under civil law. Businesses with live N2O contracts should negotiate liquidation plans ahead of the deadline.
4. Change 3: Amendments to the Construction Law and related laws
Beyond the Investment Law, the Vietnam Investment Law amendments 2026 amend several provisions of the Construction Law and other related laws — the "one law amending many laws" technique used in recent revision cycles. The Law also repeals clause 6, Article 29 of the Road Law (No. 35/2024/QH15) concerning construction sectors removed from the conditional list, ensuring systemic consistency.
For businesses in construction, real estate and projects with construction components, compliance review cannot stop at the Investment Law. The Construction Law amendments — particularly conditions for construction services, licensing procedures and construction activity management — must be reviewed in parallel for a complete impact assessment. These will need further updating once implementing documents are issued.
5. Transitional rules: how operating businesses are handled
Law 24/2026 includes transitional provisions protecting businesses operating lawfully. The general principle: organisations and individuals currently investing or operating in sectors removed from the conditional list may continue operating without re-completing procedures for the abolished conditions. If desired, businesses may continue to use issued licences, certificates or investment authorisation documents until their stated expiry, without issuance, amendment or renewal procedures. Conversely, validly filed applications for issuance, amendment or renewal that remain undecided before the Law takes effect will be notified of discontinuance and returned by the competent authority.
In practice, businesses should proactively preserve records evidencing continuous operation — enterprise registration certificates, previously issued sub-licences, and compliance files predating the removal. These documents are the basis for working with regulators if issues arise during the transition, and the foundation for formally retiring obsolete compliance obligations from internal procedures.
6. Practical impact on FDI enterprises
For foreign investors, the Vietnam Investment Law amendments 2026 cut both ways. On the upside: removing 61 conditional sectors significantly widens the space for investment without satisfying conditions — meaningful for projects previously structured around condition barriers. On the caution side: projects in preparation, expected to launch after 1 March 2027, need their entire legal structure re-checked against the new list; files prepared under the old list should not be filed unchanged.
One frequently missed point: commitments, guarantees and contract clauses referencing "business conditions under Appendix IV of the Investment Law" should be reviewed. When the list changes, contract provisions referencing the old list may become stale and need amendment.
7. Preparation checklist before 01/3/2027
- Review registered sectors: compare all sectors on IRCs/ERCs and enterprise registration certificates against the new 137-sector list.
- Classify impact: which of your sectors are removed (lower compliance burden), which remain (conditions continue), which are affected by the new ban.
- Handle N2O urgently: if any activity involves N2O, complete review, contract liquidation and chain adjustment before 1 January 2027 — two months earlier than general effectiveness. Note that live N2O contracts will terminate automatically from that date.
- Cut compliance costs: for de-conditioned sectors, plan to stop renewing sub-licences and certificates no longer required after 1 March 2027.
- Review contracts: check clauses referencing Appendix IV / the conditional sector list in contracts with partners and banks; amend where needed.
- Update internal documents: charters, compliance procedures and internal legal files should reflect the new framework.
- Track implementing documents: decrees and circulars implementing Law 24/2026 will clarify details — monitor continuously.
8. Frequently asked questions
When does Law 24/2026/QH16 take effect? The Law takes general effect on 1 March 2027. The new prohibition on N2O business for human inhalation takes effect earlier, on 1 January 2027. As of this article (September 2026), the Law is not yet in force — businesses have roughly five months to prepare.
How does the conditional business sector list change? The Law replaces the entire Appendix IV of the Investment Law: the list drops from 198 to 137 sectors. Removed sectors will no longer be subject to investment conditions under the Investment Law from 1 March 2027, but must still comply with any conditions under other specialised legislation.
When is N2O business banned? From 1 January 2027, trading in N2O (nitrous oxide, commonly "laughing gas") for human use via the respiratory tract is added to the prohibited business sectors. The Law excludes medical purposes, food technology, testing, scientific research, and other purposes as prescribed by the Government — these fall outside the ban, but businesses in the chain should review their entire operations before the ban date. N2O contracts already concluded will terminate from 1 January 2027; parties have a maximum of 45 days to liquidate them under civil law.
What happens to businesses currently operating in sectors removed from the conditional list? Transitional provisions allow organisations and individuals currently operating in removed sectors to continue without re-applying for the abolished conditional licences. If desired, businesses may keep using issued licences until their expiry without issuance, amendment or renewal procedures; pending undecided applications will be discontinued and returned. They must still comply with other specialised-law requirements (if any) and should keep records evidencing continuous operation.
Does Law 24/2026 also amend the Construction Law? Yes. In addition to amending the Investment Law, Law 24/2026/QH16 amends several provisions of the Construction Law and other related laws. Construction and real estate businesses should review both groups of amendments in parallel when checking compliance.
What should FDI enterprises do right now? Four priorities: (1) review all registered sectors on IRCs/ERCs against the new 137-sector list; (2) identify activities moving out of conditional status to cut compliance costs; (3) review any N2O-related business chains before 1 January 2027; (4) update contracts, charters and internal procedures for the new framework.
References
- Law No. 24/2026/QH16 dated 24/8/2026 amending the Investment Law (effective 1 March 2027; N2O provisions effective 1 January 2027).
- Investment Law No. 143/2025/QH15 dated 11/12/2025 (effective 01/3/2026).