December 2024 and January 2025 observed significant regulatory changes across sectors of investment, securities, energy, tax management and construction.

I. NEW AMENDMENTS TO INVESTMENT LAW 2020

On November 29, 2024, the National Assembly officially passed Law No. 57/2024/QH15 (“Law 57”) amending 4 laws including Law on Investment 2020 (“LOI”). Some new provisions took effect from January 15, 2025, while other special cases shall become effective from July 01, 2025.

Key amendments to LOI should be taken into account as follows:

A. “Green-lane” Investment Policy 

Under Law 57, bypassing normal investment procedures, projects operating in below¬ listed special areas located inside industrial parks or the likes (save for those requiring investment policy approval by the National Assembly) are eligible for simplified investment registration procedures: 

• Investment in innovation centers, R&D centers, semi-conductor integrated circuit industry, component design and manufacture, integrated microcircuits (IC), flexible electronics (printed electronics - PE), chips, semiconductor materials; or

• Investment in prioritized high-tech sectors, and manufacture of prioritized high-tech products encouraged for development1.

In particular, investors of these projects need only to apply for IRCs from Industrial Zone Authorities, and are exempt from several licensing requirements, including: investment policy approval, technology appraisal, environmental impact assessment report (EIAR), detailed master planning, construction permit, and other approvals in construction and firefighting.

The issued IRCs will serve as the exclusive legal basis for land leasing, undertaking relevant administrative procedures, inspection and sanction by the State, related to these projects. 

This “green-lane” investment policy is guided in detail by Decree No. 19/2025/ND-CP, effective on February 10, 2025.

B. New Conditional Business Lines List

For consistency with law on data, new data-related conditional sectors are introduced by Law 57. Those include data intermediary products and services, data analysis and aggregation products and services, and data platform services. Whereas, firefighting services are carved out from conditional business sectors2.

C. Investment Support Fund Establishment

Law 57 introduces the concept of “investment support fund” (“ISF”). This ISF shall be established by the Government and financed by additional CIT revenues under global tax regulations and other lawful sources to help enhance investment stability, attract strategic investors and multinational corporations, and support local enterprises in incentivized sectors3. The establishment, management and utilization of the ISF is elaborated by Decree No. 182/2024/ND-CP (see below). 

D. Project Termination due to Delayed Progress

For the first time, it is directly regulated in LOI that investment authorities may decide on termination of those projects where the implementation is delayed by at least 24 months beyond the committed schedule provided in investment policy approvals, IRCs, or amendments thereto4. This marks a significant step in project oversight, ensuring better compliance with undertaken project implementation schedule.

In addition, Law 57 also amended PPP Law 2020 thereby reinstating the PPP contract in form of BT (Build-Transfer)5, which was previously abolished by PPP Law 2020.

II. DECREE ON INVESTMENT SUPPORT FUND 

On December 31, 2024, the Government issued Decree No. 182/2024/ND-CP on the establishment, management, and use of the ISF (“Decree 182”), which immediately took effect from the issuance date thereof. Below is a summary of notable regulations under Decree 182:

A. Eligible Entities and Criteria for Receiving the Investment Support from ISF

1. Eligible Entities6

Entities eligible for investment support from ISF are limited to the below:

• High-tech enterprises;

• Enterprises having investment project manufacturing high-tech products;

• Enterprises having high-tech application projects; and

• Enterprises having investment project of research and development centers (“R&D Centers”).

2. Criteria for Receiving the Investment Support from ISF

Those eligible entities can only apply for the investment support from ISF if they meet the criteria set out in Decree 182, including7: 

• Obtaining the relevant business/operational license certifying the status of a high-tech enterprise, manufacturer of high-tech products, high-tech application;

• Meeting the threshold of investment or revenue and disbursement of investment capital (for instance, for the investment capital for projects investing in fields of chip industry, semiconductor integrated circuits, or artificial intelligence data centers must be at least VND6 trillion (approx. USD 235 million)); or having a minimum number of Vietnamese engineers and managers employed and a minimum number of high-quality engineers trained by enterprises (applicable to enterprises with micro design projects, which commit to employ at least 300 Vietnamese engineers and managers after 5 years of operation in Vietnam and to annually support Vietnam in training at least 30 high-quality engineers in the field of microchip design);

• Having no tax debt or any outstanding amounts payable to the State budget.

B. Investment Support from ISF

Under Decree 182, the ISF offers the investment support for eligible enterprises in form of cash through either (i) annual support for expenditures or (ii) support for initial investment costs. The cash support is exempt from corporate income tax. As a principle, in case the enterprises are entitled to both types of support, they can only choose one8.

1. Annual Support for Expenditures

Those supported expenditures include:

• Cost for training and developing human resources: Up to 50% of the actual expenditure incurred from training and development of human resources being Vietnamese workers9.

• Cost for research and development: Up to 30% of annual cost for research and development, depending on the type of enterprises and the total cost10.

• Cost for investment in fixed asset creation: From 01% to 10% of annual investment cost for fixed assets, depending on the type of enterprises and the total cost, but not exceeding 0.5% of total investment capital prescribed under the relevant investment policy approval or investment registration certificate11.

• Cost for manufacturing high-tech products: From 0.5% to 3% of the value-added production of high-tech products, depending on the type of enterprises, number of employees or the rate of value-added production12.

• Cost for construction of social infrastructure: Up to 25% for expenditures in constructing works including, among others, social housing for workers to rent, schools, medical facilities13.

• Other costs as decided by the Government.

2. Support for Initial Investment Costs

Under Decree 182, support for initial investment is only provided to eligible enterprises with projects of R&D Centers in the field of semiconductor and artificial intelligence (AI). ISF provides support for up to 50% of the total initial investment costs of the project, or otherwise decided by the Government14.

C. Application Procedure for The Investment Support from ISF

Eligible enterprises shall prepare the dossier in line with the type of investment support selected and submit to the competent authority (the “Receiving Authority”) before the 10th of July of the year following the requested financial year15. 

Subject to the type of investment support selected and applied by enterprises, the Receiving Authority could be either (i) Management Boards of Economic Zone, Industrial Zone, High-Tech Zone (for projects within such zones) or local Departments of Finance (for projects outside such zones), or the executive body of ISF within the Ministry of Finance16.

Based on the submitted application, the relevant request for investment support will be further processed by the executive body of ISF and the Government, respectively. The Government would review and decide on the total amount of investment support for the enterprises.

III. NEW LAW ON ELECTRICITY

On November 30, 2024, the National Assembly officially promulgated the new Law on Electricity No. 61/2024/QH15, which took effect on February 01, 2025 (“Electricity Law”). Key changes provided in Electricity Law are illustrated below:

A. Power Development Planning

The new Electricity Law in general inherits and carries on the regulations of the old Electricity Law 2004 (as amended) regarding electricity development planning. While the old law mandated all power projects to comply with national power development planning (PDP8), the new Electricity Law exclusively rules out the following projects from the coverage of power development planning: (i) electricity projects with no or immaterial impact on the national power system, (ii) electricity sources not connected to or not exporting electricity to the national grid (except for electricity export and import), (iii) low-voltage power grids; and (iv) renovations or upgrades to electricity projects entailing no increase in the capacity or voltage level, no additional land use need17.

B. Renewable Energy and New Energy

Electricity Law introduces important updates concerning renewable energy and new energy, with a focus on incentivizing investment and supporting policies to achieve Vietnam’s net-zero commitment. While the development of renewable energy projects remains governed by laws on investment, Electricity Law primarily addresses incentive policies. 

The definition of “renewable energy” has been expanded to encompass solar energy, wind energy, ocean energy (including tides, waves, and currents), geothermal energy, hydropower energy, biomass energy, and waste-to-energy18. Meanwhile, “new energy” refers to electricity generated from: (i) hydrogen produced using electricity from solar, wind, ocean (including tidal, wave, and current), and geothermal energy; (ii) ammonia produced from solar, wind, ocean (including tidal, wave, and current), and geothermal energy; or (iii) other forms as prescribed by law (if applicable)19.

Electricity Law promotes investment in wind and solar power projects integrated with electricity storage systems or green hydrogen or green ammonia production. Specifically, for, on-grid wind and solar power projects integrated with electricity storage systems, the aggregate generation capacity (including storage) must not exceed the capacity specified in PDP8 or provincial power development plan20.

Electricity Law categorizes offshore wind projects into nearshore or farshore wind power projects based on location of the turbines (whether within or beyond 6 nautical miles from the low-water mark of the coastline)21. These categories are designed to address varying regulatory needs, with farshore projects being subject to more complex regulations due to technical and national security considerations. Electricity Law dedicates an exclusive chapter regulating matters pertaining to farshore wind power development.

C. DPPA Mechanism 

The DPPA mechanism was first introduced under Decree 08/2024/ND-CP of the Government, garnering great attention from the public. However, this marks the first time the DPPA mechanism is recognized in law-level legislation. Electricity Law introduces two DPPA models (on-grid and off-grid DPPAs) for large electricity consumers and electricity generators. Electricity Law authorizes the Government to regulate in detail the DPPA mechanism and DPPA participation procedures. Of late, Decree 57/2025/ND-CP (replacing Decree 08/2024/ND-CP) has been enacted in this respect.

D. Self-Generated and Self-Consumed Power 

Likewise, for the first time, the concept of self-produced and self-consumed power is officially incorporated into Electricity Law. Aligning with the previous regulations of Decree 135/2024/ND-CP on the same subject, Electricity Law establishes principles to encourage the production of renewable energy for self-produced and self-consumption, especially enabling the sale of surplus electricity to the national grid, or exemption from compliance with PDP8 in case of off-grid projects. In this respect, Decree 58/2025/ND-CP (replacing Decree 135/2024/ND-CP) has recently been passed to govern in detail the development of renewable energy for self-produced and self-consumption.

IV. NEW AMENDMENT TO SECURITIES LAW 

On November 29, 2024, the National Assembly formally enacted Law No. 56/2024/QH15, which amends nine laws, including numerous amendments and supplementations to Securities Law 2019 (“Law 56”). Below highlights key amendments to the securities sector:

A. Additional Professional Investors 

Law 56 additionally recognizes foreign nationals and organizations established under foreign laws as professional investors22. This aims to attract foreign investment in the Vietnamese stock market, expanding the channel for foreign indirect investment into Vietnam.

Moreover, to safeguard individual investors when investing in private corporate bonds, Law 56 restricts individual professional investors to only investing in private corporate bonds with credit rating and asset backing or bank guarantee23. 

B. Stringent Requirements for IPOs and Securities Private Placement

To ensure transparency, the following materials are further compelled by Law 56 in the application documentation for IPO and public bond offerings: (i) independently audited reports on contributed charter capital as of the IPO application, and (ii) agreement between the issuer and bondholders’ representative in case of public bond offerings24. 

Meanwhile, for securities private placement application, in addition to issuance and proceeds utilization plan and investor criteria and number, the GMS resolutions must further address the number of shares, offering price or the principle of determining the offering price25.

C. Flexible Requirements for Follow-on Public Offerings (FPOs)

For FPOs to existing shareholders for project fundraising by public companies, Law 56 waives the minimum subscription ratio of 70% of the additional authorized shares (which ratio remains applicable to FPOs by public companies in general)26, offering more flexibility for project fundraising by public companies.

D. Stringent Criteria for Public Companies

In addition to having charter capital of at least VND30 billion and having at least 10% of total voting shares held by minority shareholders, Law 56 further requires a company to further satisfy a condition of an equity capital of at least VND30 billion to qualify as a public company27. This regulation is designed to prevent companies with “inflated” capital from becoming public companies.

Remarkably, a company’s public status shall be revoked upright upon a failure to maintain the satisfaction of capital and shareholding structure criteria without a 01-year grace period. Additionally, a public company may also forfeit its public status upon the following causes: (i) failure to publicly disclose audited financial statements or annual GMS resolutions for 02 consecutive years; (ii) failure to register shares at the Vietnam Securities Depository and Clearing Corporation or to list or register shares for trading on stock exchanges within 01 year from qualifying as a public company28.

V.    TAX WITHHOLDING REQUIREMENT

A. Refined Tax Obligation of Cross-Border E-Commerce Platforms

Law 56 revises regulations of Tax Administration Law to the effect that all cross-border e-commerce platform suppliers (whether with or without permanent establishment in Vietnam) must, either directly or through authorized, register, declare, and pay taxes in Vietnam29. The amendment appears to be an effort to align with regulations of Corporate Income Tax Law regarding foreign contractor tax applicable to offshore entities deriving incomes in Vietnam.

B. Tax Withholding Requirements for E-commerce Platforms

From April 1, 2025, operators of e-commerce platforms or other digital platforms with payment functions (whether operated by domestic or offshore organizations) will be accountable for withholding and remitting tax on behalf of households and individuals trading on their platforms. Law 56 empowers the Government to regulate this matter in detail30. The regulation is anticipated to improve tax efficiency in e-commerce by placing withholding responsibility on platform operators.

VI. NEW DECREE ON MANAGEMENT OF CONSTRUCTION ACTIVITIES

On December 30, 2024, the Government issued Decree No. 175/2024/ND-CP detailing several provisions and enforcement measures of the Law on Construction with respect to the management of construction activities (“Decree 175”). Decree 175, which has been effective from its issuance date, replaces Decree No. 15/2021/ND-CP on the same matter (“Decree 15”). Highlights on key changes provided under Decree 175 are illustrated as follows: 

A. Changes to Construction Practicing Certificates

1. Issuing Authority of Class I Construction Practicing Certificates

Under Decree 175, the local Department of Construction now has the authority to issue Class I construction practicing certificates if delegated by the provincial People’s Committee31. Previously, under Decree 15, the Department of Construction Operation Management under the Ministry of Construction was the competent licensing authority to issue Class I construction practicing certificates32.

2. Term of Construction Practicing Certificates

The term of a new construction practicing certificate (i.e., the certificate issued to individuals who are either Vietnamese citizens, Vietnamese residing abroad, or foreigners to legally participate in construction activities in Vietnam), for all classes, shall be increased from 5 years (as previously provided in Decree 15) to 10 years. Regarding construction practice certificates of foreigners, the term shall be determined based on the term specified in the work permits or the temporary residence cards issued by the competent authorities but not exceeding 10 years33.

B. Changes to Construction Investment Projects Which Are Only Required for Economic-Technical Reports (“Eco-Tech Reports”)

In principle, subject to the use purpose and/or construction scale, during the pre-construction stage, owners of the construction investment projects are required to prepare either (i) the construction investment feasibility study reports (“FS Reports”) or (ii) Eco-Tech Reports. Under laws of Vietnam on construction activities, required contents and the appraisal period of FS Reports appear to be more complicated and longer respectively, than those of Eco-Tech Reports. Under Decree 15, types of construction investment projects that only need an Eco-Tech Report without having to formulate an FS Reports were limited. However, thanks to the issuance of Decree 175, from December 30, 2024, the scope of construction investment projects, which are merely subject to requirement of Eco-Tech Reports, has been broadened:

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1. Article 2.8.1 of Law 57.
2. Article 2.11.c and Article 2.11.d of Law 57.
3. Article 2.3 of Law 57.
4. Article 2.10 of Law 57.
5. Article 3.1 of Law 57.
6. Article 16.2 of Decree 182.
7. Articles 18 and 20 of Decree 182.
8. Article 3.7 of Decree 182.
9. Article 19 of Decree 182.
10. Article 20 of Decree 182.
11. Article 21 of Decree 192.
12. Article 22 of Decree 182.
13. Article 23 of Decree 182.
14. Article 24, 25 and 26 of Decree 182.
15. Articles 29 and 30 of Decree 182.
16. According to Resolution 176/2025/QH15, Ministry of Planning and Investment was officially merged into Ministry of Finance since March 01, 2025.
17. Article 10.5 of Electricity Law.
18. Article 4.14 of Electricity Law.
19. Article 4.13 of Electricity Law.
20. Article 20.3 of Electricity Law.
21. Article 20.5 of Electricity Law.
22. Article 1.3 of Law 56.
23. Article 1.3 of Law 56.
24. Article 1.7 of Law 56.
25. Article 1.9 of Law 56.
26. Article 1.6 of Law 56.
27. Article 1.11 of Law 56.
28. Article 1.15 of Law 56.
29. Article 6.5.a of Law 56.
30. Article 6.5.b of Law 56.
31. Article 77.1 of Decree 175.
32. Article 64.1 of Decree 15.
33. Article 73.5 of Decree 175.
34. Article 5.3 of Decree 15.
35. Article 5.3 of Decree 175.