Investment Reform and Digital Transformation Highlights

1. Draft Law on Investment: Breakthrough to promote private investment and enhance national competitiveness
After more than 05 years of implementation, alongside its positive outcomes, the Law on Investment 2020 has revealed several limitations concerning the provisions on investors’ freedom of business, investment incentive and support policies, as well as procedures for carrying out investment and business activities in Vietnam.
With a view to addressing these shortcomings, the Ministry of Planning and Investment has completed the first draft of the Law on Business Investment (“Draft”). The Draft introduces major reform proposals, succeeding and replacing the Law on Investment 2020, with the objective of removing barriers to investment activities, promoting private sector investment, and enhancing national competitiveness. The key highlights of the Draft are as follows:

A significant proposed change under the Draft is the addition of cases exempted from investment policy approval. Specifically, the Draft provides that the following projects shall not be subject to investment policy approval procedures: projects already specified in sectoral or provincial master plans with defined names, scales, objectives, locations, and timelines; projects awarded through land use right auctions or bidding for land-use projects; and mineral exploitation or industrial cluster infrastructure development projects. This change aims to simplify procedures and resolve existing bottlenecks in the current implementation process.
Regarding foreign investment activities, under the current Law on Investment 2020, a foreign investor must have an approved investment project before establishing an economic organization in Vietnam. However, the Draft proposes to abolish this principle, allowing foreign investors to apply for an Enterprise Registration Certificate (ERC) before applying for an Investment Registration Certificate (IRC). This approach increases flexibility for investors but also necessitates stronger control over market access conditions at the enterprise establishment stage, as well as clear guidance on the timeline that the investor must obtain IRC after the issuance of ERC.

Another groundbreaking reform proposed in the Draft is the removal of 17 conditional business lines, including accounting services, rice export, labor subleasing, funeral services, overseas study consultancy, and performing arts, repairing, maintaining of cars, among others.

The Draft also proposes to abolish the list of conditional outward investment sectors and clarify the authority for issuing outward investment registration certificates. Specifically, outward investment projects with capital of VND 20 billion or more shall fall under the licensing authority of the Ministry of Planning and Investment. Projects with capital below VND 20 billion shall not be subject to the outward investment registration certificate requirement; instead, investors will only need to register foreign exchange transactions in accordance with the laws on foreign exchange management.

In addition, a notable revision concerns the adjustment of the scope and criteria for determining investment incentive locations. The Draft categorizes incentive areas into two groups: areas with difficult or particularly difficult socio-economic conditions; and industrial zones, export processing zones, high-tech zones, concentrated digital technology zones, and economic zones. Accordingly, industrial zones, export processing zones, high-tech zones, concentrated digital technology zones, and economic zones are now established as an independent group of incentive areas, rather than being classified within areas of difficult or particularly difficult socio-economic conditions as before. This approach enables a more tailored design of incentive policies aligned with the characteristics of each type of investment area.

Overall, the Draft represents an important institutional breakthrough, aiming to establish a more open, transparent, and competitive investment environment for both domestic and foreign investors. The proposed reforms — including the abolition and simplification of investment policy approval procedures, enhanced autonomy for foreign investors in enterprise establishment, and the substantial reduction of conditional business sectors — reaffirm the Government’s commitment to fostering private investment and improving Vietnam’s overall investment climate.

2. Breakthrough proposal in eliminating notarization and marital status certification in land and vehicle transactions

On October 9, 2025, the Ministry of Public Security has published the draft Resolution of the Government regarding the removal of notarization and marital status certification procedures (“Draft”). Aiming to meet the objectives of administrative procedure reform and national digital transformation, the Draft Resolution proposes to abolish the requirements for notarization and marital status certification in land and vehicle transactions for cases where data has already been digitized and verified.

The Draft seeks to simplify administrative procedures by completely eliminating paper-based documents for two types of transactions: transactions involving the sale, transfer, donation, mortgage, or inheritance of land use rights and assets attached to land; and) transactions involving the sale, transfer, donation, or registration of ownership of vehicles.

Accordingly, instead of requiring notarization and paper-based certification, these procedures would be integrated and automated based on existing data available in the national databases on population, civil status, land, and vehicles.

The Draft also emphasizes and affirms the legal validity of digitized and electronically authenticated data. Data collected and verified from these national databases will have the same legal effect as paper documents, and citizens will not be required to resubmit documents that already exist in the national data systems. Officials and civil servants will be responsible for retrieving and verifying information directly from the electronic system, rather than requesting paper copies from citizens.

With respect to implementation procedures, the Draft Resolution proposes to abolish the requirement for notarization and marital status certification in relevant administrative processes to eliminate unnecessary formalities, thereby reducing costs, shortening processing time, and minimizing overlapping documentation.
For cases where data has been digitized and authenticated, citizens will only need to log into the National Public Service Portal or the VNeID application to declare transaction information. The electronic data system will automatically verify personal information, marital status, land use rights, and vehicle ownership. Contracts will be created, signed, and stored on the electronic platform, with transaction results returned either online or in person, depending on the citizen’s choice.

In cases where such data has not yet been digitized within the national databases, the competent authority may request paper documents once only, while also guiding citizens on updating their information to enable simplified procedures for future transactions.

Overall, the Draft Resolution is considered a breakthrough in institutional reform, establishing a legal framework for the use of electronic data in civil transactions. It is expected to significantly reduce administrative procedures, costs, and processing time for both citizens and businesses, while enhancing public satisfaction and trust in the Government amid the ongoing process of digital transformation and international integration.

3. Tightening measures against delayed or evasive social insurance contributions
On 30 November 2025, Decree No. 274/2025/NĐ-CP, detailing the implementation of several provisions of the Law on Social Insurance regarding delayed and evasive contributions to compulsory social insurance and unemployment insurance, as well as complaints and denunciations in the field of social insurance (“Decree 274”), will officially take effect.

Under Decree 274, enterprises that delay or evade the payment of compulsory social insurance and unemployment insurance contributions shall be required to pay an additional interest of 0.03% per day, calculated based on the amount and number of days of delayed or unpaid contributions. This is a strong measure aimed at enhancing deterrence, safeguarding employees’ entitlements, and ensuring strict compliance with insurance obligations.

Notably, Decree 274 also provides that acts of delayed payment may be reclassified as acts of evasion if the enterprise fails to remedy the delay within 60 days from the statutory payment deadline or fails to fulfil its obligations after receiving a written reminder from the social insurance authority.

However, in the spirit of supporting and accompanying enterprises, Decree 274 also recognizes certain circumstances that shall not be considered as acts of evasion, including: severe natural disasters such as storms, floods, or droughts; dangerous epidemics officially declared by competent authorities; impacts caused by a state of emergency as prescribed by law; and other force majeure events as defined under the Civil Code.

With the promulgation of Decree 274, the Government reaffirms its determination to tighten discipline in the implementation of social insurance obligations, while simultaneously promoting transparency and accountability among enterprises in ensuring the lawful rights and benefits of employees.

4. Guidance on monthly invoice issuance

On October 10, 2025, the Da Nang City Tax Department issued Official Letter No. 1820/DAN-QLDN2 (“Official Letter”) to address enterprises’ inquiries regarding the timing of invoice issuance and the delivery of goods and services at the end of the month in accordance with regulations on invoices and supporting documents.

The Official Letter reaffirms the general principle that the time of invoice issuance is the time when ownership or the right to use goods is transferred to the buyer, or when the provision of services is completed.

Only in cases involving the sale of goods or the provision of services in large quantities and on a frequent basis—such as electricity, water supply, television, telecommunications, securities, computerized lottery, and transportation support services for railway, road, and aviation—may the seller issue monthly invoices based on an agreed-upon billing cycle between the parties.

Accordingly, the Official Letter emphasizes that for transactions not falling under the aforementioned categories, enterprises are not permitted to issue invoices on a monthly basis, even if the parties have a written agreement stipulating the issuance of monthly invoices.

5. Ho Chi Minh City implements electronic business registration certificates

On October 24, 2025, the Ho Chi Minh City Department of Finance issued Notice No. 10441/TB-STC on the implementation of digital signing for the results of administrative procedures in the field of enterprise registration.

According to the notice, from October 25, 2025, the results of administrative procedures such as applications for new business registration certificates or amended business registration certificates will be issued in electronic form instead of paper form as previously. The business registration authority will no longer issue paper versions, and the electronic certificates will hold the same legal validity as paper documents.

The implementation of electronic business registration certificates in Ho Chi Minh City marks the next step in the city’s digital transformation of business registration procedures, helping to simplify processes, reduce costs, and save time for enterprises.

Previously, the Hanoi Business Registration Office had already adopted the issuance of electronic certificates, and this policy is expected to be rolled out nationwide in the near future in line with the overall trend toward digitalization.

The introduction of electronic business registration certificates demonstrates the government’s strong commitment to administrative reform and digital transformation, while also facilitating a more convenient and efficient process for enterprises in fulfilling their business registration requirements.