LEGAL UPDATES | Decree 96/2026/ND-CP: Important Changes to Investment Procedures and Incentives in Vietnam

On March 31, 2026, the Government issued Decree No. 96/2026/ND-CP detailing the implementation of the Investment Law 2025. The Decree takes effect from the date of signing and replaces Decree 31/2021/ND-CP, creating a new legal framework for investment activities in Vietnam, especially foreign direct investment (FDI).

Notably, Decree 96 demonstrates a shift in investment management thinking from a model of pre-control through numerous licensing procedures to simplifying procedures, strengthening post-inspection, and encouraging high-tech projects. This is considered a step forward to improve the investment environment, shorten project implementation time, and attract quality FDI capital.

1. Application of "Special Investment Procedures" – Green Channel Mechanism for Eligible Projects

One of the prominent new points of Decree 96 is the official establishment of Special Investment Procedures, also known as the Green Channel.

This mechanism applies to certain projects implemented in:

• industrial parks;
• export processing zones;
• high-tech parks;
• economic zones and other areas stipulated by law.

Accordingly, instead of having to complete numerous approval procedures before project implementation, investors can choose the "registration combined with commitment to compliance" mechanism.

The investment registration authority will review and issue an Investment Registration Certificate (IRC) within 15 working days, based on the registration dossier and the investor's commitment to meet technical, environmental, and fire prevention and fighting standards during project implementation.

Significance for Investors

This mechanism helps to:

• significantly shorten project preparation time;
• reduce the number of administrative procedures required before investment;
• facilitate rapid implementation of manufacturing, technology, and processing projects in industrial parks.

However, businesses should note that the simplification of licensing procedures comes with increased inspection and examination after the project becomes operational. If violations regarding construction, environment, or fire prevention and fighting are detected, state agencies may apply remedial measures, including suspension or termination of project operations.

2. Expanding Investment Incentives for High-Tech Industries

Decree 96 continues to refine investment incentive policies towards focusing on project quality rather than solely on capital scale.

Priority areas include:

• semiconductor industry;
• chip manufacturing;
• artificial intelligence (AI);
• big data;
• research and development (R&D);
• digital transformation;
• strategic infrastructure.

Projects meeting conditions regarding:

• capital scale;
• disbursement progress;
• technology content;
• level of innovation

may be eligible for special incentive policies as stipulated by tax and land laws.

Impact on Businesses

This is a positive signal for technology corporations, innovative businesses, and foreign investors seeking to expand operations in Vietnam. Identifying the correct incentive conditions from the project preparation stage will help businesses optimize costs and enhance investment efficiency.

3. Greater Flexibility in Investment Structures

Decree 96 adds several provisions that give businesses greater flexibility when structuring investments.

Some notable points include:

• allowing, in some cases, the establishment of economic organizations before obtaining an Investment Registration Certificate;
• expanding the cases where procedures for adjusting investment policies are not required;
• clarifying cases where state agencies have the right to refuse or temporarily suspend processing investment dossiers when the dossier is incomplete or the investor fails to supplement information as requested.

These changes are particularly significant for M&A transactions, joint ventures, or multi-stage investment projects, helping to reduce procedural risks and enhance predictability during implementation.

4. Strengthening Investment Guarantee Mechanisms

Decree 96 continues to affirm the principle of protecting investors' rights when changes in law affect previously enjoyed investment incentives.

In cases where new policies are less favorable, investors may continue to apply the incentives they have enjoyed or request the application of investment guarantee measures as stipulated by the Investment Law 2025.

This is an important mechanism to increase the stability and predictability of the investment environment, especially for projects with long investment periods and large investment capital.

What Businesses Need to Note?

Simplifying investment procedures does not mean reducing compliance obligations.

Investors need to proactively:

• establish a compliance management system from the outset of project implementation;
• monitor capital contribution progress and project implementation in accordance with the registered content;
• ensure the project complies with environmental, construction, and fire prevention and fighting regulations;
• review conditions for investment incentives before deciding on transaction structure or investment location.

For M&A transactions, assessing legal obligations should not be limited to initial licensing procedures but should consider all compliance requirements throughout the project's operation.

OPLAW Insight

Decree 96/2026/ND-CP clearly reflects Vietnam's orientation to reform the investment environment towards reducing pre-inspection, increasing post-inspection, and prioritizing attracting high-quality FDI capital. The "Green Channel" mechanism along with new incentive policies will create more favorable conditions for projects in technology, innovation, and high value-added manufacturing.

However, as procedural barriers are reduced, investors' compliance responsibilities during project implementation and operation also become more important. Therefore, preparing investment dossiers, establishing compliance management processes, and evaluating conditions for incentives from the project planning stage will be decisive factors in effectively utilizing new policies and limiting legal risks in the long term.

Frequently Asked Questions

Important Changes to Investment Procedures and Incentives in Vietnam?

On March 31, 2026, the Government issued Decree No. 96/2026/ND-CP detailing the implementation of the Investment Law 2025. The Decree takes effect from the date of signing and replaces Decree 31/2021/ND-CP, creating a new legal framework for investment activities in Vietnam, especially foreign direct investment (FDI).