Decree 96/2026/ND-CP Guiding the Investment Law: Key Changes FDI Investors Should Know

On 31/3/2026, the Government issued Decree 96/2026/ND-CP guiding implementation of the 2025 Investment Law — replacing three old decrees (31/2021, 19/2025, 239/2025 — all three ceased to be effective from the date Investment Law 143/2025 took effect, i.e. 01/3/2026, per Article 111.3) and taking effect from its signing date 31/3/2026 (Articles 11–12 take effect from 01/7/2026). For foreign investors, this is the decree that determines how to apply for and amend IRCs, investment approval procedures and the incentive regime going forward. This article summarises the most important changes, compares them with prior rules and flags what businesses should do now.

Contents

• 1. Background and effectiveness
• 2. Key changes
• 3. Impact on FDI investors
• 4. Immediate actions
• 5. Open points to watch
• 6. FAQ

1. Background and effectiveness {#1-background-and-effectiveness}

Investment Law 2025 (143/2025/QH15) took effect from 01/3/2026, replacing the 2020 Investment Law. To implement the new law, the Government issued Decree 96/2026/ND-CP on 31/3/2026, replacing in full three decrees: 31/2021/ND-CP (guiding the 2020 Investment Law), 19/2025/ND-CP and 239/2025/ND-CP.

On effectiveness: Decree 96/2026/ND-CP took effect from 31/3/2026 — its signing date; Articles 11 and 12 take effect from 01/7/2026. The three old decrees ceased to be effective from the date the Investment Law took effect (Article 111.3), i.e. 01/3/2026 — not 31/3/2026. For files pending at the transition point: detailed transition rules have not been fully verified; businesses should not infer them but work directly with the receiving authority to determine the applicable text (see section 5).

2. Key changes {#2-key-changes}

2.1. Online IRC issuance: two flows, with or without digital signature

What is new: Article 39 governs IRC issuance for projects not subject to investment policy approval, with a 10-working-day timeline from receipt of a complete and valid dossier. Article 43 provides that issuance and amendment of the Investment Registration Certificate (IRC) are carried out online under two flows: (a) with a digital signature — filing digitally signed electronic documents; (b) without a digital signature — still filing online, but after receiving the notice that the dossier is complete, the investor must submit paper documents for cross-checking; if not submitted within 30 days, the electronic dossier expires. In both flows: the investment registration authority notifies dossier completion within 05 working days and issues/amends the IRC within 10 working days once the dossier is complete. Additionally, under Article 6.5, an electronically signed document has the same legal value as a paper copy; where they differ, the paper copy prevails; foreign investors (before establishing an economic organisation in Vietnam) are exempted from digital signatures in certain cases.

What changed: Compared with the Decree 31/2021/ND-CP era, the highlight is the codification of the online filing channel with two flexible flows and processing timelines separated for each step (dossier-completion notice — certificate issuance). Online procedures should not be read as mandating digital signatures in every case.

Impact: Investors without a digital signature can still file online under flow (b), provided they submit paper documents for cross-checking within 30 days. The 05/10-working-day milestones help forecast procedure timelines — though actual system rollout varies by locality (see section 5).

2.2. Special investment procedure: rooted in Article 28 of the 2025 Investment Law, inheriting the registration-by-commitment mechanism

Legal origin: The special investment procedure framework is not a mechanism created by Decree 96/2026. It originates from Article 28 of Investment Law 143/2025/QH15; Decree 96/2026 only guides implementation in Articles 46–50. Previously, Decree 19/2025/ND-CP (issued 10/02/2025, now expired) had detailed this procedure under Article 36a of the Investment Law (as amended by Law 57/2024/QH15) — with the same registration-by-commitment logic: investors commit to meeting construction, environmental and fire-prevention conditions, standards and technical regulations, and bear full responsibility for breaching their commitments.

Old vs new:

Impact: For eligible projects, preparation time can be shortened significantly thanks to the commitment mechanism replacing certain ex-ante steps. But a commitment is not a formality — breaching it during post-inspection can lead to penalties, suspension or termination; businesses need a substantive internal compliance system, not just a good-looking file.

2.3. Investment policy approval and investor approval

What is new: The decree details investment policy approval procedures, with Article 35.10 addressing investment policy approval for projects in industrial parks, export processing zones, high-tech parks and economic zones. Article 31 governs investor approval with streamlined step-by-step processing timelines (stated at principle level in this article).

What changed: Consolidating rules previously scattered across three decrees into one source makes lookup and application more consistent.

Impact: Investors developing projects in industrial parks need to know which cases fall under investment policy approval under the new rules, to avoid confusing it with ordinary IRC issuance.

2.4. Investment incentives: decentralised determination of incentive areas

What is new: Article 22 provides that provincial People's Committees determine and publish commune-level investment incentive areas — specifying decentralisation in determining incentive geography.

What changed: Previously, incentive-area determination relied mainly on the central list of areas with difficult/exceptionally difficult socio-economic conditions issued by the Government; provincial People's Committees now play a bigger role in determining and publishing at commune level.

Impact: Businesses should follow the publishing People's Committee of the province hosting the project to determine the exact incentive level, rather than checking only the central list. For incentive types, see Investment Incentives in Vietnam.

3. Impact on FDI investors {#3-impact-on-fdi-investors}

For new projects: Procedures arising from 31/3/2026 follow Decree 96/2026/ND-CP. Investors should promptly study the special investment procedure (Articles 46–50, rooted in Article 28 of the 2025 Investment Law) to assess eligibility — it may be the shortest path to launching a project, provided the business is ready for post-inspection.

For ongoing projects: IRC amendments, investor approvals and incentive applications arising after 31/3/2026 follow the new rules. Note the two online filing flows in Article 43 — businesses without a digital signature can still file under the no-signature flow if they submit paper documents for cross-checking within 30 days.

For conditional business lines: The list of business lines and market-access conditions continues to be detailed in the guiding decree — investors should re-check project business lines against the new rules, especially sensitive ones. See Conditional Business Lines and Business Line Registration for FDI Companies.

4. Immediate actions {#4-immediate-actions}

1. Review pending procedures: List all investment files being filed/processed at the transition point (01–31/3/2026) and work directly with the receiving authority to determine the applicable text — do not infer transition rules without a clear basis.
2. Prepare an online filing option: Obtain a digital signature for flow (a) of Article 43, or have paper dossiers ready for cross-checking within 30 days under flow (b) — do not wait until filing time to prepare.
3. Assess eligibility for the special investment procedure: Check the conditions in Articles 46–50 (and the Article 46 exclusion scope) against the project; if eligible, prepare the commitment dossier (Article 47) and an internal compliance system ready for post-inspection.
4. Update internal compliance checklists: Revise IRC issuance/amendment and investment approval workflows per the new timelines and dossier components (note: the receiving authority may not ask for documents beyond the Investment Law and the Decree — Article 6.1(b)).
5. Follow provincial People's Committee publications: On commune-level investment incentive areas (Article 22) and local online-system rollout guidance in the project province.

5. Open points to watch {#5-open-points-to-watch}

• Actual online-system rollout: The decree provides two filing flows (Article 43), but construction and operation progress varies by locality — some places may still accept paper dossiers during transition.
• Localities asking for documents beyond the decree: Article 6.1(b) prohibits the receiving authority from asking investors for documents beyond those in the dossier prescribed by the Investment Law and this Decree. If local practice still asks for more, that is a practice inconsistent with the law — investors should ask the authority to state its basis in writing, file reflections/petitions, and, with grounds, lodge administrative complaints or lawsuits under Article 9 of Decree 96/2026/ND-CP. It should not be treated as a legitimate local prerogative.
• Transition rules for pending files: Detailed transition rules have not been fully verified — this is the writer's practical recommendation (work directly with the receiving authority), not an interpretation on firm grounds.
• Post-inspection intensity under the special investment procedure: The commitment–post-inspection mechanism is inherited and detailed further; its scope, frequency and sanctions in practice will take time to take shape.
• Interface with sectoral procedures: The relationship between streamlined investment procedures and land, construction, environmental and fire-prevention procedures in practice — investors should not read "special investment procedure" as exempting all sectoral procedures.

6. FAQ {#6-faq}

When did Decree 96/2026/ND-CP take effect?

Decree 96/2026/ND-CP was issued on 31/3/2026 and took effect from its signing date; Articles 11 and 12 take effect from 01/7/2026. Decrees 31/2021, 19/2025 and 239/2025 ceased to be effective from the date Investment Law 143/2025 took effect (01/3/2026).

Which documents does Decree 96/2026 replace?

Decree 96/2026/ND-CP replaces three decrees in full: 31/2021/ND-CP (guiding the 2020 Investment Law), 19/2025/ND-CP and 239/2025/ND-CP — all three expired from 01/3/2026 per Article 111.3.

What is the special investment procedure under Decree 96/2026? Is it entirely new?

Not a mechanism created by Decree 96/2026. The framework originates from Article 28 of Investment Law 143/2025/QH15; Decree 19/2025/ND-CP (10/02/2025, now expired) had previously detailed it under Article 36a of the Investment Law with the same registration-by-commitment logic. Decree 96/2026 guides implementation in Articles 46–50: investors register the investment with commitments to meet construction, environmental and fire-prevention conditions, standards and technical regulations (Article 47; 15-working-day IRC issuance), in exchange for streamlined ex-ante checks and intensified post-inspection (Articles 49–50).

Are operating FDI enterprises affected by Decree 96/2026?

To a certain extent: IRC amendments, investor approvals and incentive applications arising after 31/3/2026 follow the new rules; enterprises should review pending procedures and update internal processes.

How are IRC applications filed online under Decree 96/2026? Is a digital signature mandatory?

Not mandatory in every case. Article 43 provides two flows: (a) with a digital signature — filing digitally signed electronic documents; (b) without a digital signature — still filing online, but after the completeness notice, paper documents must be submitted for cross-checking; if not submitted within 30 days, the electronic dossier expires. Both flows: completion notice within 05 working days, IRC issuance/amendment within 10 working days once the dossier is complete.

What if a locality asks for documents beyond the decree?

Article 6.1(b) of Decree 96/2026/ND-CP prohibits the receiving authority from asking for extra documents beyond the Investment Law and the Decree. A practice of asking for more signals non-compliance — ask the authority to state its basis in writing, file reflections/petitions, and lodge administrative complaints or lawsuits under Article 9 when grounds exist.

FLAT Law Firm closely follows the guiding documents of the 2025 Investment Law and supports investors in carrying out investment procedures under the new rules — from IRC applications to the special investment procedure. Contact hotline 0988424851 for advice.

References

• Decree 96/2026/ND-CP guiding implementation of the Investment Law, issued 31/3/2026
• Investment Law 2025 (143/2025/QH15), passed 10/12/2025, effective 01/3/2026
• Decree 31/2021/ND-CP (expired from 01/3/2026)
• Decree 19/2025/ND-CP (expired from 01/3/2026)
• Decree 239/2025/ND-CP (expired from 01/3/2026)

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