This article is for reference only and does not constitute legal advice. Content reviewed by the FLAW AI Legal Council.
Do old FDI projects have to be re-reviewed against the 2026 market-access list? The answer is reassuring — with one important exception.
1. No retroactive review
Old projects are NOT re-reviewed and NOT subjected to the new market-access conditions retroactively. A foreign-invested economic organization enjoying market-access conditions more favorable than those in the List (issued under Article 8 of Law 143/2025) continues to apply the conditions stated in its issued IRC (Article 52.9 of Law No. 143/2025/QH15 — the grandfathering principle). The general rule: pre-1 March 2026 licensed projects continue under their issued licenses (Article 52.1).
2. The current 2026 List
The 2026 List is Appendix I of Decree 96/2026/ND-CP: Section A — 23 sectors closed to foreign investors; Section B — conditional-access sectors. Market-access conditions cover five groups: foreign ownership ratio; investment form; scope of investment; investor/partner capacity; and other conditions under laws and treaties (Article 8.3 of Law 143/2025).
3. When do the new conditions apply?
New conditions apply only when a pre-existing foreign-invested organization: adjusts its project; changes or adds business lines; establishes another organization; contributes capital or buys shares; or invests under a BCC contract (Article 104.2 of Decree 96/2026/ND-CP).
4. Scope of review: only the adjusted content
When an old project is adjusted, the investment registration authority examines investment conditions only for the proposed adjustment — not the entire ongoing project (Article 104.3 of Decree 96/2026/ND-CP). This is the direct answer to how the review works: review follows the scope of adjustment.
5. Five-step review checklist for old projects
- List all business lines on the IRC / enterprise registration;
- Check each against Sections A and B of Appendix I, Decree 96/2026;
- If a line falls in Section A or Section B conditions are stricter than the IRC — verify grandfathering under Article 52.9 (keep old IRC conditions);
- If planning adjustments, new entities, capital contributions, or BCC — apply the new 2026 conditions (Article 104.2);
- Cross-check Vietnam’s investment treaty commitments (WTO, FTAs) — more favorable commitments prevail.
Note: Law 24/2026/QH16 cuts conditional business lines (Appendix IV) — a different list from the FDI market-access List. Do not confuse the two.
Contact FLAT Law Firm for a market-access review of your existing project under the 2026 List.
