LEGAL UPDATE VOL 64 – APRIL 2026

Dear Valued Clients and Partners,

ADK Vietnam Lawyers would like to introduce to you the Legal Update vol 64 of April 2026 with the following main contents:

1. Key new points on domestic and outward investment procedures under the Law on Investment 2025

On 11 December 2025, the National Assembly officially passed the Law on Investment 2025, marking an important reform step in simplifying procedures and completing the legal framework for investment in Vietnam.

Following this, on 31 March 2026, the Government concurrently issued Decree No. 103/2026/ND-CP on outward investment (hereinafter referred to as “Decree 103/2026/ND-CP”) and Decree No. 96/2026/ND-CP detailing and guiding the implementation of a number of articles of the Law on Investment (hereinafter referred to as “Decree 96/2026/ND-CP”) with the following notable points:

1.1 Abolition of the requirement for issuance of the Outward Investment Registration Certificate

Under the previous regulations of the Law on Investment 2020, all outward investment projects were required to carry out procedures for obtaining an Outward Investment Registration Certificate, which imposed significant administrative burdens and hindered investors, particularly small- and medium-sized enterprises, due to the lengthy and costly licensing process, often taking up to one year.

However, pursuant to Clause 1, Article 18 of Decree 103/2026/ND-CP, outward investment projects with an outward investment capital of less than VND 7 billion and not falling within conditional outward investment sectors, including: (i) banking, (ii) insurance, (iii) securities, (iv) press, broadcasting and television, and (v) real estate business, are no longer required to obtain such certificate but are only required to carry out foreign exchange registration in accordance with applicable regulations.

This new regulation removes procedural barriers for enterprises, particularly small- and medium-sized enterprises, while promoting private capital flows from Vietnam to expand into new markets, access technology, and exploit new resources overseas.

1.2 Permission to establish an economic organization (“ERC”) prior to obtaining an Investment Registration Certificate (“IRC”)

Pursuant to Clause 4, Article 72 of Decree 96/2026/ND-CP, foreign investors may establish an economic organization prior to carrying out procedures for obtaining an IRC.

However, within 12 months from the date of establishment, such economic organization must complete the procedures to obtain the IRC for implementing an investment project consistent with its registered business lines and may only implement the investment project after completing the procedures for obtaining the IRC.

However, in practice, this regulation has not yet been implemented in a uniform manner as competent authorities have not issued specific guidance on procedures and application forms applicable to this type of economic organization.

1.3 Special investment procedures – “green channel” mechanism

Pursuant to Article 46 of Decree 96/2026/ND-CP, investors are entitled to opt for special investment procedures for projects implemented in industrial parks, export processing zones, hi-tech zones, centralized digital technology zones, free trade zones, international financial centers, and functional zones within economic zones, except for projects subject to in-principle investment approval in accordance with Government regulations.

In place of the previous specialized appraisal procedures on construction, environment, and fire prevention and fighting, eligible investors may opt for a registration and self-commitment mechanism. Accordingly, the investment dossier is only required to include a written commitment to comply with national technical standards and regulations instead of completing ex-ante appraisal procedures as previously required.

Decree 96/2026/ND-CP and Decree 103/2026/ND-CP take effect on 31 March 2026 and 03 April 2026, respectively.

2. Supplementation of incentives for FDI projects involving technology transfer

On 31 March 2026, the Government issued Decree No. 101/2026/ND-CP guiding the implementation of the Law on Technology Transfer (hereinafter referred to as “Decree 101/2026/ND-CP”), with four main policy groups aimed at supporting enterprises as follows:

• Group 1: Support for enterprises operating in investment incentive sectors and locations when receiving technology from science and technology organizations (with valid technology transfer contracts or certificates), enabling access to science and technology programs and the startup ecosystem.

• Group 2: Promotion of cooperation between enterprises and agencies, organizations, and individuals in technology innovation projects and infrastructure development. Relevant parties are prioritized in accessing resources from support programs, funds, and innovation networks both domestically and internationally.

• Group 3: Direct support for parties participating in technology transfer (transferors, transferees, and intermediary organizations). Funding is provided from the National Technology Innovation Fund and science and technology development funds at various levels of state authorities.

• Group 4: Development of a network of organizations supporting small- and medium-sized enterprises, cooperatives, business households, and individuals. This network is prioritized in accessing science and technology budgets and participating in domestic and international networking activities and forums.

These policies primarily aim to facilitate enterprises’ access to technology and support resources, while promoting innovation activities in Vietnam.

Decree 101/2026/ND-CP takes effect from 01/04/2026.

3. Supplementation of cases exempt from construction permits

On 10 December 2025, the National Assembly passed the Law on Construction No. 135/2025/QH15 (hereinafter referred to as the “Law on Construction 2025”), replacing the Law on Construction 2014. Specifically, the new Law on Construction 2025 streamlines administrative procedures while enhancing the effectiveness of state management in this sector

Compared with the Law on Construction 2014, the Law on Construction 2025 supplements additional cases exempt from construction permits prior to project commencement, including works under special investment projects, construction works on land used for national defense and security purposes, works at airports and airfields, and air traffic management works.

In addition, the Law on Construction 2025 amends the regulations on exemption from construction permits for works under projects whose feasibility study reports have been appraised by competent construction authorities, works located in two or more provinces, and individual houses in rural areas. For clarity, although exempt from construction permits, investors are still required to comply with other applicable requirements under the Law on Construction 2025.

The Law on Construction 2025 marks an important step in the legal framework on construction, aiming to enhance the effectiveness and efficiency of state management while improving the investment environment.

The Law on Construction 2025 takes effect from 01 July 2026.

4. Key updates on personal data protection

On 31 December 2025, the Government issued Decree No. 356/2025/ND-CP detailing a number of articles and measures for implementation of the law on personal data protection (hereinafter referred to as “Decree 356/2025/ND-CP”). Accordingly, Decree 356/2025/ND-CP introduces the following notable points:

• Adjustment of the list of sensitive personal data: Compared with previous regulations, pursuant to Article 4 of Decree 356/2025/ND-CP, the scope of sensitive personal data has been expanded and further clarified, specifically including login information and passwords of electronic identification accounts, as well as images of identity cards, citizen identification cards, and identity documents.

• Standards for personal data protection personnel: Decree 356/2025/ND-CP relaxes the requirements compared to earlier drafts. Specifically, pursuant to Article 13, the minimum educational qualification is reduced to a college degree (instead of a university degree), and the required years of relevant experience are shortened to two years.

However, with respect to the requirement for training in legal knowledge and professional skills in personal data protection, competent authorities have not yet issued specific guidance on training programs in compliance with applicable laws. Accordingly, the practical implementation of such training remains challenging.

• Mandatory consent mechanism from data subjects: Pursuant to Clauses 2 and 3, Article 6 of Decree 356/2025/ND-CP, personal data controllers and personal data controllers-cum-processors are not permitted to set default consent options or create unclear or misleading instructions between consent and non-consent for data subjects. Default settings must ensure compliance with personal data protection principles and respect the rights of data subjects.

Decree 356/2025/ND-CP takes effect from 01 January 2026.

We hope this Legal Update has a lot of useful information.

Best Regards.