FROM MARCH 1, 2026, WILL FOREIGN INVESTORS BE ALLOWED TO ESTABLISH BUSINESSES WITHOUT A PRIOR INVESTMENT PROJECT?

From March 1, 2026, will foreign investors be allowed to establish businesses without a prior investment project? Who are considered foreign investors? What are the principles for implementing investment projects from March 1, 2026? Let’s explore this further with Pham Consult!

From March 1, 2026, will foreign investors be allowed to establish businesses without a prior investment project?

Based on Clause 2, Article 19 of the 2025 Investment Law (effective from March 1, 2026), the following is stipulated:

Investment in establishing economic organizations:

1. Domestic investors may establish economic organizations in accordance with the law on enterprises and the relevant laws for each type of economic organization.
2. Foreign investors may establish economic organizations to implement investment projects before carrying out the procedures for granting or amending the Investment Registration Certificate and must meet the market access conditions for foreign investors as stipulated in Article 8 of this Law when carrying out the procedures for establishing economic organizations.
3. The Government shall provide detailed regulations for this Article.

Therefore, based on the above regulations, foreign investors are allowed to establish businesses without a prior investment project, but must meet the market access conditions for foreign investors as stipulated in Article 8 of the 2025 Investment Law when carrying out the procedures for establishing an economic organization.

In addition, compared with the 2020 Investment Law (currently in effect), specifically Clause 1, Article 22 of the 2020 Investment Law, which is supplemented by Clause 4, Article 6 of the Law amending the Law on Bidding; the Law on Investment under the Public-Private Partnership method; the Customs Law; the Value Added Tax Law; the Law on Export and Import Taxes; the Investment Law; and the Public Investment Law; The Law on Management and Use of Public Assets 2025 (effective from July 1, 2025) states that:

Investment in establishing economic organizations

1. Investors establish economic organizations according to the following regulations:
2. a) Domestic investors establish economic organizations in accordance with the law on enterprises and the law corresponding to each type of economic organization;
3. b) Foreign investors establishing economic organizations must meet the market access conditions for foreign investors as stipulated in Article 9 of this Law;
4. c) Before establishing an economic organization, foreign investors must have an investment project and carry out the procedures for granting or adjusting the Investment Registration Certificate, except for the establishment of innovative start-up small and medium-sized enterprises and innovative start-up investment funds as stipulated in the law on supporting small and medium-sized enterprises.
5. d) Foreign investors are required to establish an economic organization to implement the investment project before carrying out the procedures for granting or adjusting the Investment Registration Certificate for investment projects establishing new innovation centers, research and development centers, investment projects building large data center infrastructure, cloud computing infrastructure, mobile infrastructure from 5G onwards and other digital infrastructure in strategic technology fields as decided by the Prime Minister, investment projects in strategic technology fields, and production of strategic technology products as decided by the Prime Minister.

Thus, according to the regulation in point c above, foreign investors are required to have a project before establishing an enterprise (except for the establishment of innovative start-up small and medium-sized enterprises and innovative start-up investment funds as stipulated by the law on supporting small and medium-sized enterprises).

Furthermore, according to point d above (an added point), from July 1, 2025, foreign investors are still allowed to establish businesses without prior projects. However, this only applies to the following projects:

– Investment projects to establish new innovation centers, research and development centers;

– Investment projects to build large data center infrastructure, cloud computing infrastructure, 5G and above mobile infrastructure, and other digital infrastructure in strategic technology fields as decided by the Prime Minister;

– Investment projects in strategic technology fields, producing strategic technology products as decided by the Prime Minister.

Who are foreign investors?

According to Clause 19, Article 3 of the 2025 Investment Law, the following is stipulated:

In this Law, the following terms are understood as follows:

18. Investor is an organization or individual carrying out investment and business activities, including domestic investors, foreign investors, and economic organizations with foreign investment capital.
19. Foreign investor is an individual with foreign nationality or an organization established under foreign law carrying out investment and business activities in Vietnam.
20. Domestic investor is an individual with Vietnamese nationality or an economic organization without foreign investors as members or shareholders.

Thus, according to the above regulations, we can understand that a foreign investor is an individual with foreign nationality or an organization established under foreign law carrying out investment and business activities in Vietnam.

What are the principles for implementing investment projects from March 1, 2026?

According to Article 29 of the 2025 Investment Law, the principles for implementing investment projects from March 1, 2026 include:

(1) For investment projects subject to investment policy approval, the investment policy approval must be granted before the investor implements the investment project.

(2) For investment projects subject to the issuance of an Investment Registration Certificate, the investor is responsible for carrying out the procedures for obtaining an Investment Registration Certificate before implementing the investment project.

(3) The investor is responsible for complying with the provisions of the 2025 Investment Law, laws on planning, land, environment, construction, labor, fire prevention and fighting, other relevant legal provisions, the investment policy approval document (if any) and the Investment Registration Certificate (if any) during the implementation of the investment project.