On 03 September 2025, the Government promulgated Decree No. 239/2025/ND-CP amending and supplementing a number of articles of Decree No. 31/2021/ND-CP detailing and guiding the implementation of a number of articles of the Law on Investment 2020 (hereinafter referred to as “Decree 239”). Decree 239, which comprises 37 regulatory adjustments, took effect from the date of signing. It aims to further refine the legal framework for investment, promote digital transformation in state management, and resolve practical difficulties arising during the implementation of the Law on Investment 2020.
In the context where Vietnam is aiming to establish a more transparent, stable, and investor-friendly environment for both domestic and foreign investors, Decree 239 is regarded as a significant step. It not only updates the new regulations of the 2025 amended Law but also specifies many provisions to facilitate investment activities.
This article mainly focuses on prominent amendments and supplement of Decree 239, and provides suggestion to the investor during the implementation of the project.
- Electronic version of investment dossiers
One of the notable highlights of Decree 239 is the addition of provisions on the electronic version of investment dossiers. Accordingly, dossiers for performing investment procedures now include an electronic version with a digital signature, which possesses the same legal validity as the paper version. The new regulation significantly reduces the number of hardcopy dossiers required to be submitted, moving towards the digitalization of administrative procedures, although it does not yet permit entirely electronic submission. This is considered a transition step suitable for the ongoing administrative procedure reform and e-Government development in the investment sector.
- Centralized digital technology zone – a new incentivized model
For the first time, the Centralized Digital Technology Zone (CDTZ) is detailed in Decree 239, based on Amended Law No. 90/2025/QH15. Consequently, the CDTZ is added to the list of geographical areas eligible for investment incentives and the list of sectors/business lines eligible for investment incentives, applying an incentive mechanism similar to that of Economic Zones and High-Tech Parks.
Notably, investment projects within the CDTZ are assured of continued investment incentives even if the area’s planning is adjusted or its operation ceases, ensuring stability and confidence for investors. Furthermore, investors in this zone are permitted to obtain simultaneous approval of investment policy and investor approval without having to go through land use rights auction or bidding, similar to current industrial zones.
- Determining the operation term in case of delayed land handover
Decree 239 clarifies the time point for calculating the operation term and the implementation schedule of an investment project in case of delayed land handover. Accordingly, the operation term is calculated from the date the land is handed over in practice, instead of the date the decision on land allocation or lease is issued. Investors are not obligated to adjust the Investment Registration Certificate (IRC) in this case, unless there is a need to update the information. The new regulation helps reduce administrative procedures and more accurately reflects the actual project implementation progress.
- Supplementation of provisions on national defense and security assurance
For projects with foreign elements located on islands, border communes, wards, townships, coastal areas, or areas affecting national defense and security, the investment registration agency must solicit opinions from the Provincial Military Command and Provincial Police Department before considering the approval of investment policy or the contribution of capital, purchase of shares, or purchase of capital contributions. This provision aims to strengthen control over security and sovereignty risks, especially in the context of attracting foreign investment into sensitive areas.
- Projects Spanning Multiple Provinces – Unifying the Approval Authority
In cases where an investment project falls under the authority of two or more Provincial People’s Committees (PPC), the investor may choose one locality to be the lead authority for the investment policy approval procedure. This lead locality is chosen based on where the investor proposes to use the majority of the land area, where the main construction work is located, or where the majority of the project’s activities are carried out, unless otherwise stipulated by law. The lead PPC is responsible for soliciting opinions from the relevant localities and issuing the decision after reaching consensus. This new mechanism helps shorten processing time, avoiding overlapping or prolonged procedures during investment approval.
- Establishment of economic organizations by foreign investors
Foreign investors are allowed to establish economic organizations before being granted the IRC for projects in strategic technology sectors, innovation centers, R&D centers, big data infrastructure, digital infrastructure, or mobile infrastructure of 5G or higher as decided by the Prime Minister. This regulation provides greater flexibility for high-tech projects and attracts large corporations to invest in key technology sectors. However, investors should note that the establishment of an economic organization to implement a project in the above-mentioned cases must register business lines consistent with the corresponding operational fields and may only adjust or supplement other business lines after being granted the IRC as prescribed.
- Technical adjustments to investment procedures
Decree 239 also amends the regulations on the dossier and process for investment policy approval, clearly distinguishing between projects proposed by investors and projects initiated by state agencies. It also specifies the dossier receiving agency for each type of project (Ministry of Finance, Department of Finance, Management Board of Industrial Parks – High-Tech Parks – Economic Zones).
Furthermore, the processing time for many procedures has been shortened, and the number of required documents has been reduced, especially through the simultaneous submission of paper and electronic versions. This represents a continuous effort by the Government to simplify procedures and promote the application of technology in administrative activities.
- Assessment and Recommendations
Decree 239 clearly demonstrates the Government’s direction towards increasing the transparency, efficiency, and accessibility of the investment legal system. The addition of regulations on the CDTZ, electronic dossiers, and the inter-provincial approval mechanism shows a strong transformation of Vietnam’s investment law in the context of digital transition and integration.
However, during implementation, businesses and investors should be mindful of simultaneously complying with both the paper and electronic versions of the dossier, as well as updating the requirements for national defense and security assurance, especially when deploying projects in sensitive areas or involving foreign elements.
Timely grasping the new provisions of Decree 239 will help investors proactively prepare dossiers, optimize procedural time, and secure incentive entitlements during the project implementation process.
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