Decree No. 96/2026/ND-CP, issued on 31/3/2026 and effective the same day (except Articles 11 and 12, effective from 01/7/2026), is the principal guiding document for the Investment Law No. 143/2025/QH15 — the 2025 Investment Law effective from 01/3/2026. This Decree replaces Decrees 31/2021/ND-CP, 19/2025/ND-CP and 239/2025/ND-CP; the old decrees are no longer valid legal bases. Below are the points foreign-invested enterprises (FDI) need to master.
Appendix I: 23 closed sectors, 62 conditional sectors
Appendix I of Decree 96/2026 sets out the market-access list for foreign investors in two groups: 23 sectors not yet open to foreign investors and 62 sectors open subject to conditions. This list replaces the previous market-access schedule, and FDI enterprises must check Appendix I directly when determining their intended business lines.
A notable addition: “construction activities of foreign contractors” have been added to the conditional market-access list. Previously subject to a different legal regime, foreign construction contractors operating in Vietnam must now satisfy the corresponding market-access conditions.
Do not confuse: the figure “62 sectors” in Appendix I means 62 sectors with conditional market access for foreign investors — entirely different from the 62 sectors removed from the conditional business list under Law No. 24/2026/QH16 amending the Investment Law. Mixing up the two figures leads to applying the wrong legal framework.
Breakthrough: incorporating BEFORE the investment registration certificate
Under the new rules, foreign investors may establish an enterprise before being granted the investment registration certificate, with an obligation to complete investment procedures within 12 months. This is a breakthrough change from the old sequence, where investors typically had to obtain the investment registration certificate before incorporating a legal entity in Vietnam.
In practice, this lets foreign investors proactively set up their apparatus, sign preliminary contracts and carry out project preparation, instead of waiting for investment procedures to finish before incorporating. However, the 12-month mark is a hard obligation — enterprises should plan their procedure timeline from day one to avoid missing the deadline.
Special investment procedure: post-inspection, 15 working days
Decree 96/2026 provides a special investment procedure for qualifying projects, using a post-inspection mechanism instead of pre-inspection, with a processing time of 15 working days. Post-inspection means investors may proceed on the basis of a commitment to meet conditions, with state agencies checking afterwards — significantly shortening waiting times compared with ordinary procedures.
Enterprises should carefully assess whether their project qualifies for the special procedure, because eligibility conditions and the scope of post-inspection are tightly regulated; applying under the wrong procedure can lead to the dossier being returned or the project being re-examined from scratch.
Article 17.4: circulars and official letters must NOT restrict market access
Article 17.4 of Decree 96/2026 clearly provides that circulars and official letters must not be used to restrict market access of foreign investors. This investor-protection rule prevents subordinate documents — which are merely professional guidance — from being used as additional barriers beyond the Appendix I list.
In practice, if an agency relies on an official letter or internal guidance to deny access to a sector that Appendix I neither prohibits nor conditions, the enterprise has a legal basis to complain and demand correct application of the Decree schedule.
Article 16.2: dual nationals may choose the applicable regime
Article 16.2 provides that citizens holding two nationalities may choose the applicable legal regime — i.e. choose between the domestic-investor regime and the foreign-investor regime when investing in Vietnam. This resolves a long-standing difficulty for dual-national investors (including Vietnamese nationality), who were often defaulted into the foreign-investor regime despite holding Vietnamese nationality.
The choice directly affects procedural obligations (for example whether an investment registration certificate is required) and the scope of permitted business lines, so dual-national investors should weigh the choice carefully and state it clearly in the dossier.
Article 39.3: 6 conditions for issuance of the investment registration certificate within 10 days
Article 39.3 sets out 6 conditions for issuance of the investment registration certificate, with an issuance time limit of 10 days from receipt of a complete and valid dossier. Codifying the 6 conditions helps investors self-check their dossiers before filing, reducing repeated supplementation requests for unclear reasons.
Enterprises should build a checklist of these 6 conditions at the dossier-preparation stage and match each condition with its supporting document — the fastest way to benefit from the 10-day timeline the Decree sets.
Articles 26–27: project implementation deposit
Articles 26 and 27 impose a deposit obligation to secure project implementation, on a progressive scale by investment capital: 3% for capital up to VND 300 billion, 2% for capital above VND 300 billion up to VND 1,000 billion, and 1% for capital above VND 1,000 billion. The Decree also provides a 25% to 50% reduction of the deposit for qualifying cases.
For large projects, calculating the deposit correctly across the progressive bands and assessing eligibility for the 25–50% reduction has significant financial implications. Enterprises should factor the deposit cash flow into project financial planning from the outset, as the deposit remains blocked throughout project implementation.
Effectiveness trap: Articles 11 and 12 effective from 01/7/2026
An easily missed detail: Decree 96/2026 is effective from 31/3/2026, but Articles 11 and 12 are effective only from 01/7/2026. When citing provisions of these two articles for situations arising in Q2/2026, note they were not yet in force then. Every legal citation must state the correct effective date of each specific article, not mechanically apply the whole document’s general effective date.
FAQs
Is Decree 31/2021/ND-CP still in force?
No. Decree 96/2026/ND-CP has replaced Decree 31/2021 (along with Decrees 19/2025 and 239/2025). The old decrees must not be cited as current bases.
What is new for foreign construction contractors?
Construction activities of foreign contractors have been added to the 62 conditional market-access sectors in Appendix I — the corresponding access conditions must be met.
Are the “62 sectors” in Decree 96/2026 the 62 sectors removed from conditional business?
No. These are two different lists: the 62 conditional market-access sectors for foreign investors (Appendix I of Decree 96/2026) and the 62 sectors removed from the conditional business list (Law 24/2026/QH16).
Applicable legal sources
- Investment Law No. 143/2025/QH15 — effective from 01/3/2026.
- Decree No. 96/2026/ND-CP — effective from 31/3/2026; Articles 11 and 12 effective from 01/7/2026. Replaces Decrees 31/2021/ND-CP, 19/2025/ND-CP and 239/2025/ND-CP.
Need to review your investment plan under the new 2026 legal framework? Reach us via the Contact page of FLAT Law Firm.
The legal content of this article was reviewed by the FLAW AI Legal Council of FLAT and submitted to the owner for approval; it is not the opinion of a human lawyer and does not replace legal advice for specific cases.
For reference only; not legal advice.