Issue of September 2025 – Decree No. 239/2025/ND-CP amending and supplementing certain articles of Decree No. 31/2021/ND-CP detailing and guiding the implementation of certain articles of the law on investment

Dear Valued Clients,

On September 3, 2025, the Government promulgated Decree No. 239/2025/ND-CP (“Decree 239”) amending and supplementing certain provisions of Decree No. 31/2021/ND-CP (“Decree 31”) dated March 26, 2021, which details and guides the implementation of several articles of the Law on Investment. The primary objectives of Decree 239 are to streamline investment procedures, promote the application of digital technologies in state management, and revise incentive policies to align with Vietnam’s current economic conditions and development orientation.

In this Legal Update, we highlight and analyze the key provisions of Decree 239 that may impact investment and business activities of investors and enterprises..

I. Innovations in Administrative Procedures for Investment

1.1. Recognition of Digitally Signed Electronic Investment Documents

One of the breakthrough reforms introduced by Decree 239 is the official recognition of electronically signed investment documents as legally valid and equivalent to traditional paper-based submissions[1]. Under the new regulations, investors may choose to submit applications via three methods: in person, by post, or online using a digital signature. In the event of discrepancies between the paper and electronic versions, the paper version shall prevail as the final legal reference.

This provision aligns with Vietnam’s national digital transformation agenda, aiming to reduce administrative costs, shorten processing times, and enhance transparency in investment activities. It marks a significant step toward modernizing administrative procedures and improving the competitiveness of Vietnam’s investment environment.

However, practical implementation has revealed certain challenges. To submit investment applications online, enterprises must possess a Level 2 electronic identification account. This requirement poses a notable obstacle for companies whose legal representatives are foreign nationals, especially when they are not physically present in Vietnam to complete the identification process. Consequently, many applications face delays, undermining the effectiveness of digital procedural reforms. This remains a key issue requiring prompt resolution.

1.2. Shortened Timeline for Issuance of Investment Registration Certificate

In addition to recognizing digitally signed electronic documents, Decree 239 shortens the statutory timeline for issuing an Investment Registration Certificate from 15 days to 10 days upon receipt of a valid application[2].

This change is not merely procedural—it delivers tangible benefits: enabling enterprises to commence projects earlier, minimizing opportunity costs associated with prolonged waiting periods, and enhancing responsiveness to market opportunities. The reduced processing time reflects the Government’s commitment to improving the investment climate in a transparent, efficient, and business-friendly manner.

1.3. Shortened Procedures for Investment Policy Approval

Decree 239 significantly shortens the appraisal and approval timeline for investment policy decisions[3]. Specifically, pursuant to Clauses 1.9 and 1.10 of Decree 239 amending Articles 32 and 33 of Decree 31, the total processing time for investment policy approval by the Prime Minister has been reduced to 38 days, with the following breakdown:

– 03 days: Ministry of Finance circulates the dossier for appraisal opinions from relevant ministries and agencies (unchanged);

– 10 days: Relevant agencies provide appraisal opinions and return them to the Ministry of Finance (previously 15 days);

– 20 days: Ministry of Finance conducts appraisal and prepares the appraisal report (previously 40 days);

– 05 days: Prime Minister issues investment policy approval upon receipt of the appraisal report (previously 07 days).

Thus, for projects under the Prime Minister’s authority: the total processing time has been reduced from approximately 65 days under Decree 31 to 38 days—a reduction of 27 days.

For projects under the authority of the Provincial People’s Committee:

Accordingly, the maximum processing time under Decree 31 was 50 days. Under the new regulations, the maximum duration is 26 days (applicable to both regular projects and those located in Industrial zones/Export Processing zones/High-tech zones/Economic zones), representing a reduction of nearly 50%..

2. Updates to Investment Incentives and Priority Sectors

2.1. Addition of Strategic and Development-Oriented Incentive Sectors[4]

Decree 239 updates the list of incentivized investment sectors in Appendix II, focusing on strategic areas that promote modern economic development, including:

– Investment in water plants, power plants, water supply and drainage systems; bridges and roads;

– Investment in development, operation, and management of railway infrastructure; railway transport services; railway industry and workforce training;

– Airports, seaports, and inland waterway ports;

– Airports, terminals, and other critically important infrastructure facilities as decided by the Prime Minister.

Additionally, Decree 239 allows foreign investors conditional market access to sectors such as the manufacture and trading of weapons, explosives, and support tools, as well as the production of military materials and equipment. These sectors have been removed from the list of prohibited market access for foreign investors and reclassified under the list of sectors subject to conditional market access.[5]

2.2.  Adjustment of Incentive-Eligible Geographical Areas[6]

Previously, Article 21 of Decree 31 provided principles for determining incentive-eligible areas in cases where new administrative units were established pursuant to resolutions of the Standing Committee of the National Assembly or the Government on administrative boundary adjustments. However, this provision applied only to district-level units and did not fully align with the policy of restructuring administrative units and organizing two-tier local governments.

Decree 239 amends and supplements Article 21 of Decree 31 to provide principles for determining investment incentive areas applicable to commune-level administrative units established through the restructuring of administrative boundaries and the organization of two-tier local governments. Specifically, the Decree introduces the “majority rule” and the “priority rule”: Under the majority rule, the newly established commune-level administrative unit shall inherit the investment incentive status of the majority of the former commune-level units. Under the priority rule, the newly established commune-level unit shall be entitled to the higher level of investment incentives. For example, if a new commune is formed from an equal number of communes classified as “areas with difficult socio-economic conditions” and “areas with especially difficult socio-economic conditions,” the new commune shall be classified as an “area with especially difficult socio-economic conditions.”

This clarification is particularly important for investors with projects located in newly established administrative units resulting from recent mergers or boundary adjustments. It facilitates better forecasting of potential investment incentives and ensures that such benefits are not lost due to administrative restructuring.

2.3. Incentive Policies for Digital Technology Projects[7]

Pursuant to Clause 1.3 of Decree 239, the concept of “centralized digital technology zones” is officially introduced into investment registration regulations. These zones are now treated on par with industrial zones, export processing zones, and high-tech zones in terms of incentives, procedures, and management mechanisms.

Specifically, for centralized digital technology zones established under Government regulations, if a competent authority decides to remove the zone from planning, approve its conversion to another use, or terminate the infrastructure development and operation project in accordance with investment laws, investment projects within such zones shall continue to enjoy the investment incentives granted under the following legal instruments:

– Investment license;

– Business licence;

– Investment incentive certificate;

– Investment certificate;

– Investment registration certificate;

– Decicion on investment guidelines;

– Decision on approval for investment guidelines;

Or other documents issued by competent state authorities stipulating investment incentives, or under applicable laws effective at the time of investment in industrial zones, export processing zones, or centralized digital technology zones.

This provision ensures continuity and stability of investment incentives for projects located in centralized digital technology zones, providing reassurance to investors amid changes in planning or termination of infrastructure projects.

As always, we hope you find this Update helpful and look forward to working with you in the near future.

Best Regards,

ENT LAW LLC

[1] Article 1.2 Decree 239

[2] Article 1.12(b) Decree 239.

[3] Article 1.7; Article 1.8 and Article 1.9 Decree 239.

[4] Article 1.33 Decree 239

[5] Article 1.31 Decree 239

[6] Article 1.4 Decree 239

[7] Article 1.3 Decree 239