New Provisions under Decree No. 239/2025/ND-CP Providing Guidance on Certain Articles of the Law on Investment (Part 2)

Following Part 1, in Part 2 we will further analyze the next notable points of Decree 239/2025/NĐ-CP regarding amendments and supplements to legal procedures related to enterprises and foreign investors. In the current transition, as government agencies adjust their functions and responsibilities, administrative boundaries are being merged, and a wave of new regulations is coming into effect, businesses may at first encounter some difficulties and confusion. However, the ongoing reforms together with the new legal regulations are helping businesses compete in a more challenging market. A clear example is the amendments under Decree 239, which aim to simplify and make procedures more flexible in order to attract more foreign investment into Vietnam. In the following Part 2 of this article, CDLAF will take a closer look at the specific adjustments and additions introduced by Decree 239.

1. Broader scope for adjustments and shorter processing time

Decree No. 239/2025/NĐ-CP amends Article 47 with several important additions. In addition to the adjustment cases already in place (such as changing the project name or the investor’s name on the Investment Registration Certificate), the following have now been added:

Adjusting the project implementation schedule or operation term under clause 1b Article 27 (in cases of delayed land handover).

Updating project location details following the reorganization of administrative units and the establishment of two-tier local government structures (for example, when an address changes due to an administrative merger or division).

As for procedures, the processing timelines have been made clearer:

For cases under clause 1 (changing the project name, investor name, project schedule/operation term, or project location due to administrative restructuring), the investment registration authority must process the request within 03 working days after receiving the application and supporting documents.

For other cases, the processing time has been reduced from 10 working days to 07 working days.

These updates show that the Government is taking active steps to create a legal framework that responds to real business needs—so the law is not only written on paper but also plays a real role in driving economic growth. Especially during this current phase of transition, such changes are highly significant in attracting foreign investors.

From CDLAF’s perspective, we recommend that businesses should:

Establish an review process before submitting applications, with special attention to documents proving land use rights or land handover records in cases where the project schedule or operation term is being adjusted.

For projects where the address changes due to administrative mergers, make sure to update all related legal documents consistently (such as lease agreements, tax registrations, and sub-licenses) to avoid legal conflicts.

Take advantage of the shortened processing timelines by preparing technical and financial work in parallel, so the business is ready once the legal procedures are completed.

2. Reducing administrative procedures and documentation in business cooperation involving land use

Previously, Article 53 of Decree No. 31/2021/NĐ-CP required investors, in cases where a business cooperation arrangement resulted in changes to the Investment Registration Certificate, investor approval decision, or investment policy approval decision, to submit up to 08 hard-copy sets of documents to the Ministry of Planning and Investment or 04 sets to the investment registration authority. This requirement created significant administrative pressure, costs, and preparation time for businesses—especially for large-scale projects where documentation could run into hundreds of pages.

Decree No. 239/2025/NĐ-CP introduces a strong reform by requiring investors to submit only 01 hard-copy set of documents together with an electronic copy to the Ministry of Finance or the investment registration authority. This is a clear “procedural cut” aligned with the Government’s digital transformation policy and the effort to eliminate redundant paperwork in state management.

3. Simplifying procedures for extending the operation duration of investment projects

Under the previous rules in Article 55 of Decree No. 31/2021/NĐ-CP, for projects that already had an Investment Registration Certificate (IRC) but were not subject to investment policy approval, investors had to submit up to 04 hard-copy sets of documents to the investment registration authority when applying to extend the project’s operation term. This was a heavy administrative requirement, consuming both time and costs for businesses.

With Decree No. 239/2025/NĐ-CP, this requirement has been significantly reduced: investors now only need to submit 01 hard-copy set of documents together with an electronic copy to the investment registration authority. Instead of preparing multiple physical sets, enterprises now only need to ensure the accuracy and completeness of a single set, while fulfilling the digitalization requirement imposed by the authorities.

The legal significance of this change goes beyond administrative simplification. It also reinforces the trend toward digitalization of investment documentation—consistent with earlier amendments in Articles 6, 47, and 53. At the same time, reducing the number of hard-copy submissions improves transparency, minimizes the risk of discrepancies across different sets, and creates more convenience for enterprises in their internal document management

The practical impact on investors—especially for FDI projects or long-term infrastructure projects—is very positive. Extension procedures usually take place when the project has already been implemented and grown in scale, so having to prepare multiple sets of documents often led to unnecessary delays and costs. Under the new rules, the extension process is faster and more streamlined, allowing businesses to focus resources on operations and production rather than administrative paperwork.

Together with the broader changes on adjustment procedures, the shift to electronic submissions, and the simplified requirements for extending project operation terms, this reform clearly demonstrates the Government’s commitment to administrative modernization. It also builds greater confidence and convenience for investors doing business in Vietnam.

4. Stricter regulations on the registration of business lines when foreign investors establish economic organizations

Under the previous rules in Article 63 of Decree No. 31/2021/NĐ-CP, procedures for establishing an economic organization by foreign investors mainly focused on two situations: (i) setting up an entity to implement a new investment project; and (ii) setting up an entity when acquiring an existing project. However, the Decree did not provide specific conditions for projects in strategic technology sectors, which are increasingly important in Vietnam’s FDI attraction policy.

Decree No. 239/2025/NĐ-CP introduces a new Clause 1a, which requires that: an economic organization established by a foreign investor to implement a project falling under point d, clause 1, article 22 of the Law on Investment (including innovation centers, R&D centers, large-scale data center infrastructure, cloud computing infrastructure, 5G and above mobile network infrastructure, and other digital infrastructure in strategic technology sectors) must register the relevant business lines from the beginning. Any adjustment of the enterprise registration to add other business lines can only be made after the project has been granted an Investment Registration Certificate (IRC).

The legal significance of this new rule is substantial:

• Tightening entry conditions for strategic technology projects, ensuring that the registered business lines of the economic organization are consistent with policy orientations and state management objectives.
• Preventing the practice of exploiting establishment procedures to broadly register business lines, and then freely amending them without any genuine connection to the specific investment project.
• Establishing a legal foundation for monitoring and guiding FDI flows into digital technology and innovation sectors—development pillars that the Government is prioritizing.

5. Requiring the declaration of actual transaction value in dossiers for capital contribution and share purchase

Under the previous rules in Article 66 of Decree No. 31/2021/NĐ-CP, the registration document for foreign investors contributing capital, purchasing shares, or acquiring equity only needed to record the “expected transaction value.” While this gave enterprises a certain degree of flexibility, it also created a legal gap: regulators could not capture the actual scale and capital inflows into enterprises, which in turn made it difficult to track, monitor, and manage foreign exchange.

With Decree No. 239/2025/NĐ-CP (as amended and supplemented), a new requirement has been introduced: the registration document must now record the “actual transaction value” of the capital contribution, share purchase, or equity acquisition contract. This adjustment carries important implications on several fronts:

Enhancing financial transparency: ensuring that registered figures match the real value of the transaction, thereby supporting authorities in compiling FDI statistics and monitoring capital flows.

Reducing risks of abuse: preventing cases where enterprises declare an expected value significantly higher or lower than reality, which could distort data and pose risks of transfer pricing or money laundering.

Providing a legal basis for subsequent procedures: as the actual transaction value will be tied to tax obligations, foreign exchange reporting, and disclosure duties (particularly for listed companies).

Time of writing: 20/09/2025

The article contains general information which is of reference value, in case you want to receive legal opinions on issues you need clarification on, please get in touch with our Lawyer  at  info@cdlaf.vn

You can refer for more information:

• • New Provisions under Decree No. 239/2025/ND-CP Providing Guidance on Certain Articles of the Law on Investment (Part 1)
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