Notable changes in Decree 96/2026/ND-CP guiding Law on Investment 2025

1. Update the list of business lines with restricted market access and expand investment incentives.

Decree 96/2026 added construction activities by foreign contractors to the list of business lines with restricted market access for foreign investors, bringing the total to 62 business lines.

Conversely, the list of business lines eligible for investment incentives has been adjusted to be broader and more focused. Notably, high-tech and strategic technology fields such as innovation, digital transformation, artificial intelligence, and digital technology infrastructure are strongly prioritized. The pharmaceutical sector has also been expanded, including research, production, technology transfer of drugs, vaccines, biological products, and the development of domestic medicinal plants.

In particular, for the first time, projects on the list of nationally important projects and key sector projects approved by the Prime Minister are included in the category of projects with special investment incentives.

In addition, the list of business lines eligible for investment incentives has been expanded to include several areas such as the production of dual-use technology products, agricultural development linked to input supply chains (raw materials for medicines, pesticides, veterinary drugs), construction and upgrading of wholesale markets, and the production of environmental industrial equipment. Meanwhile, some social business lines have been streamlined but still include activities for training human resources to serve science, technology, and digital transformation.

These adjustments demonstrate a priority orientation towards developing high value-added industries, promoting sustainable growth, and enhancing national competitiveness.

2. Changes to the procedures for establishing economic organizations for foreign investors

A key new feature is allowing foreign investors to choose the order in which to proceed with investment procedures. Specifically, there are two methods: (i) issuing the Enterprise Registration Certificate (ERC) first, then the Investment Registration Certificate (IRC); or (ii) following the traditional procedure of issuing the IRC first, then the ERC.

Under the new method (ERC first – IRC second), newly established businesses must commit to meeting the market access requirements for foreign investors. Simultaneously, investors must complete the IRC application process within 12 months of the business's establishment date.

In addition, some important principles should be noted:

• Businesses can only add new business lines after obtaining an Investment Registration Certificate (IRC);
• Investment projects can only be implemented after completing the IRC issuance procedures;
• The registered capital is not required to match the total investment capital; investors can raise additional capital from other sources according to the project progress.

The new regulations offer flexibility and help shorten the legal preparation time. However, investors still face risks if they are not granted an IRC or if the granted license does not meet expectations. Any costs incurred during the preparation phase before obtaining an IRC will be borne by the investor and are not covered by the State's guarantee.