On 11 December 2025, the National Assembly passed the Law on Investment No. 143/2025/QH15 (“Investment Law 2025”), which took effect on 1 March 2026 and replaces the Law on Investment No. 61/2020/QH14. This marks a significant update to the legal framework governing investment activities in Vietnam.

However, as the implementing regulations guiding the Investment Law 2025 have not yet been fully issued to facilitate the application of new investment procedures, on 4 March 2026, the Ministry of Finance issued Official Letter No. 2519/BTC-PC to provide guidance on the implementation of the Investment Law 2025, ensuring continuity in state administration and the handling of administrative procedures in the investment sector without disruption.

Accordingly, the provisions under Decree No. 31/2021/ND-CP guiding the Law on Investment and Decree No. 19/2025/ND-CP on special investment procedures will continue to apply during the transitional period until the official implementing regulations of the Investment Law 2025 are promulgated. In addition, existing guiding circulars (including Circular No. 03/2021/TT-BKHĐT) will remain in effect.

To ensure continuity in the receipt and processing of investment dossiers, the Ministry of Finance requests competent authorities, as well as enterprises and investors, to continue applying the procedures and processes under the aforementioned existing regulations. This approach helps minimize legal gaps and avoid practical difficulties during implementation.

Official Letter 2519/BTC-PC reflects a clear “soft transition” approach adopted by the regulatory authorities in the course of reforming the investment legal framework. In this context, enterprises and investors should take note of the following key points:

• Continue applying the current investment regulations under Decree No. 31/2021/ND-CP, Decree No. 19/2025/ND-CP, and relevant circulars until the implementing regulations for the Investment Law 2025 are issued;
• Proactively monitor forthcoming implementing regulations of the Investment Law 2025 to promptly update and adjust investment activities, thereby mitigating compliance risks once the new rules take effect;

Assess the priority and timing of planned investment projects to determine whether to proceed with investment registration under the current framework or defer until the new implementing regulations on investment procedures are issued.

On 23 January 2026, the Government promulgated Decree No. 37/2026/ND-CP detailing a number of provisions and measures for the implementation of the Law on Product and Goods Quality (“Decree 37”). Decree 37 will take effect from 1 July 2026. Its key highlights are summarized as follows:

Risk-Based Product and Goods Quality Management

Under previous regulations, products and goods were classified into 02 groups: (i) goods not capable of causing safety risks; and (ii) goods potentially capable of causing harm to human health, animals, plants, and the environment.

Under Decree 37, products and goods are classified into 03 risk levels in terms of their impact on human health, animals, plants, and the environment, namely: low risk, medium risk, and high risk.

The risk level of goods is determined based on an assessment of factors such as: (i) the severity of impact; (ii) the ability to control, mitigate, or eliminate hazards in practice and the capacity for recovery after impact; (iii) the scale of impact; and (iv) the frequency of occurrence during actual use. The determination of these factors must be grounded in scientific evidence and practical data, as well as the regulatory capacity and management requirements of competent state authorities from time to time.

For this purpose, Decree 37 also sets out detailed technical criteria and scoring methodologies for assessing the risk levels of products and goods. The lists of products and goods classified as medium-risk and high-risk (together with their corresponding HS codes under the Import and Export Tariff Schedule) will be issued by the relevant regulatory authorities in the near future, with an implementation roadmap commencing from 1 July 2026.

The risk-based classification of goods serves as the basis for determining which information must be displayed on physical labels and which information may be integrated into electronic labels. Simultaneously, the shift to risk-based classification of goods means that regulatory and labeling obligations will no longer apply uniformly but will instead vary depending on the risk level of each product. This may directly affect both the scope of information required to be disclosed and the corresponding management approach.

Introduction of Extensive New Labelling Requirements

Decree 37 expands labeling obligations in the context of e-commerce. Sellers are required to publicly disclose complete label information when trading on digital platforms (except for certain batch-specific details such as date of manufacture or batch number). E-commerce platform operators are required to ensure transparent display of information and to facilitate connectivity with state management data systems where necessary.

In addition, whereas previous regulations focused primarily on physical labels, Decree 37 introduces a legal framework for electronic labeling. Certain mandatory information may now be presented through QR codes, RFID technology, or other electronic data carriers, rather than being limited to traditional physical labels. The formal recognition of electronic labels enables enterprises to digitalize product information, while also facilitating traceability and integration with state management databases.

Furthermore, Decree 37 revises the rules on label placement in a more practical manner. Labels must be affixed in a location that is easily visible and allows all required information to be read without disassembling product components. Mandatory labeling content is not required to be concentrated in a single location, provided that it remains complete and readily identifiable. This approach affords enterprises greater flexibility in packaging design, while simultaneously imposing higher standards regarding information visibility and accessibility.

The recognition of electronic labeling and the expansion of labeling requirements to the e-commerce environment indicate that product information is no longer managed through a single format (i.e., physical labels), but must instead be administered concurrently across multiple interfaces (including physical labels, electronic labels, and e-commerce platforms). This not only requires enterprises to ensure the accessibility and proper display of information in practice, but also to maintain the completeness and consistency of such information across all formats.

In addition, the more flexible rules on label placement and presentation provide enterprises with greater flexibility in packaging design, while at the same time imposing higher requirements in terms of visibility and accessibility of information, particularly where content is presented in a dispersed manner or integrated through electronic means.

Application of Technology Platforms in Quality Management and Traceability

Decree 37 introduces specific provisions on the development and implementation of technology platforms to support product and goods quality management.

With respect to digital applications in data collection, storage and sharing, Decree 37 encourages manufacturers and traders to adopt coding systems in various forms, including one-dimensional barcodes, two-dimensional codes (QR codes, DataMatrix), radio-frequency identification (RFID), near-field communication (NFC), and other appropriate technological solutions.

Priority is also given to integrating advanced technologies such as Artificial Intelligence (AI), Big Data, and the Internet of Things (IoT) to ensure seamless data collection, management, storage and sharing throughout the entire supply chain.

Decree 37 further encourages the use of barcodes and identification codes for quality management and product traceability. Traceability systems implemented by organizations and individuals must ensure full traceability of the entire formation and circulation process of products in accordance with applicable national, international, regional, foreign or corporate standards, consistent with the law on standards and technical regulations.

Such systems must be declared as conforming to applicable standards; where a corresponding national technical regulation exists, a declaration of conformity must be made in accordance with regulations.

Minimum traceability data required within the system include: Product name and image; Name and address of the manufacturing/trading organization or individual; Origin; Brand/trademark; Batch number, lot number or serial number (if any); Expiry date (if any).

The Ministry of Science and Technology is the unified authority responsible for nationwide traceability management, including: promulgating and publishing standards and technical regulations; ensuring data connectivity and sharing systems; operating, maintaining and upgrading the National Product and Goods Traceability Portal and the national platform for identification, authentication and traceability; and managing traceability codes and data carriers.

Provincial-level People’s Committees are responsible for organizing and coordinating traceability inspections within their localities in collaboration with relevant ministries and agencies.

The above changes introduced under Decree 37 reflect a broader shift in the approach to managing product and goods quality, thereby giving rise to significant implications for enterprises’ compliance obligations and operational activities. Specifically:

In the short term, enterprises may incur increased costs associated with reviewing product classification systems, adjusting label and packaging designs, and investing in technological infrastructure to support electronic labeling and product traceability. At the same time, ensuring consistency and completeness of product information across multiple forms of presentation will also increase internal governance and compliance requirements.

Nevertheless, in the long term, the adoption of electronic labeling and traceability systems may enable enterprises to optimize product management, enhance transparency, and thereby improve market trust and support business operations, particularly in the digital environment.

Accordingly, ALIAT recommends that enterprises focus on the following:

• Proactively monitor, update and review product lists by risk classification once guidance from competent authorities is issued;
• Review labelling practices, including electronic labels and e-commerce disclosures, to: (a) ensuring that product labels are placed in a position that is easily visible and allow all mandatory information to be fully readable without the need to disassemble the product; (b) ensuring the visibility and completeness of mandatory information, including where such information is presented in a dispersed manner; and (c) ensuring consistency and alignment between physical labels, electronic labels, and information disclosed on e-commerce platforms;
• proactively reviewing and classifying goods and packaging in accordance with the transitional provisions of Decree 37, whereby: (a) for product labels and packaging printed prior to 01 July 2026, a plan should be developed for their continued use or replacement within a maximum period of two (02) years from 01 July 2026; and (b) for goods that have been manufactured, imported, or already placed into circulation prior to this date, such goods may continue to be circulated until their expiry date.

Reviewing and assessing the necessity of upgrading technical infrastructure to support the implementation of electronic labeling and product traceability, including product coding systems, data storage and management systems, as well as the capability to connect and share information with relevant governmental data management platforms.

On 31 March 2026, the Government promulgated Decree No. 103/2026/ND-CP (“Decree 103”) guiding outbound investment activities, which took effect on 3 April 2026. Decree 103 is designed to streamline administrative procedures for outbound investment and encourage investment activities. Notable provisions include the following:

Classification of Investment Procedures Based on Capital Scale

Under the previous regulations, there was no exemption from the requirement to obtain an Outward Investment Registration Certificate (OIRC), meaning all outbound investment projects, regardless of capital size, were subject to registration procedures, thereby creating administrative burdens.

Under Decree 103, the requirement to obtain an OIRC is classified based on capital scale as follows:

• Projects with investment capital of less than VND 7 billion are exempt from the OIRC requirement (only foreign exchange registration is required);
• Projects with investment capital from VND 7 billion to less than VND 1,600 billion, or projects in sectors subject to conditional outbound investment, require the Ministry of Finance to issue the OIRC;
• Projects with investment capital of VND 1,600 billion or more must obtain approval from the Prime Minister.

For enterprises and investors, these new provisions are expected to shorten investment timelines for small-scale projects that are exempt from the OIRC requirement, enabling faster implementation and timely capture of business opportunities; reduce compliance costs through streamlined procedures, documentation, translation, notarization, and legal advisory expenses; and facilitate market testing through small-scale exploratory investments with reduced financial exposure.

From a regulatory perspective, the new framework reflects a shift from ex-ante approval to ex-post supervision, reducing initial licensing requirements while strengthening monitoring during project implementation. At the same time, it enhances the role of banks in managing capital flows through foreign exchange registration, thereby maintaining control over outbound foreign currency movements.

Recognition of Share Swap Mechanism

Decree 103 formally recognizes that Vietnamese investors may use shares, capital contributions, or profits to conduct outbound investment through share swap arrangements, subject to the following four principles:

• Completion of outbound investment procedures in advance (if applicable);
• Shares used in the swap must be valued on a market basis and comply with tax and anti-transfer pricing regulations;
• Foreign investors receiving Vietnamese shares must complete investment procedures in accordance with applicable laws; and
• Share swap arrangements must not be used for transfer pricing, tax evasion, or money laundering purposes.

This mechanism expands available investment structures, enabling enterprises to undertake cross-border M&A or restructuring without relying entirely on cash payments. It also enhances transaction flexibility, as the use of shares, capital interests, or projects facilitates valuation negotiations and deal structuring, particularly within multinational corporate groups. In addition, share swaps can help mobilize resources and reduce immediate cash flow pressures, thereby easing financial burdens at the time of transaction.

Digitalization and Integration of National Data Systems in Investment Procedures

Under Decree 103, enterprises are required to submit outbound investment dossiers electronically, with procedures integrated into the national investment data system. The system enables automatic cross-checking of enterprise registration data, tax records, and foreign exchange information. Any discrepancies between declared information and existing databases may be immediately identified.

This digitalization policy is expected to shorten processing timelines, as electronic submissions allow for faster receipt, circulation, and feedback compared to traditional paper-based processes. Data connectivity also facilitates automatic verification against enterprise, tax, and foreign exchange records, reducing duplication of information submission.

At the same time, conducting outbound investment procedures electronically enhances transparency and accountability, thereby improving the effectiveness of state management.

In addition, when filing corporate income tax finalization returns, enterprises are required to concurrently prepare reports on the establishment and utilization of science and technology development funds in accordance with applicable regulations.

Conditions for Outbound Investment by Economic Organizations with Majority Foreign Ownership

Decree 103 introduces additional requirements for economic organizations in which foreign investors hold more than 50% of charter capital when conducting outbound investment, including:

• Only equity capital may be used for outbound investment;
• The organization must have recorded profits for two consecutive years (based on audited financial statements);
• Where retained earnings are used for outbound investment, the following sequence must be followed: issuance of the OIRC → capital increase and full contribution of charter capital in Vietnam → remittance of investment capital abroad.

These requirements—particularly the prohibition on using borrowed capital and the requirement of two consecutive years of profitability—set relatively stringent standards for outbound investors. In practice, such conditions may exclude startups, innovative enterprises, or high-growth companies. Failure to meet the profitability threshold may limit access to international investment opportunities and reduce the competitiveness of Vietnamese enterprises in regional and global markets.

Repatriation of Profits to Vietnam

Decree 103 introduces a new principle on profit repatriation, requiring investors to remit all profits and other income derived from overseas investment activities back to Vietnam within 12 months from the date of profit distribution.

This requirement may lack flexibility for industries with long investment cycles—such as infrastructure, energy, agriculture, technology, or market expansion—which often require reinvestment of profits. The 12-month deadline may not align with actual business cycles. Additionally, the fixed timeframe may expose investors to foreign exchange risks if funds must be converted and remitted during unfavorable exchange rate conditions, particularly for large profit amounts. Applying a uniform repatriation timeline across all investment types may not adequately reflect differences in capital needs, profitability cycles, and operational models across sectors.

Overall, Decree 103 establishes a new legal framework that simplifies administrative procedures, diversifies investment structures, and strengthens digitalization in the management of outbound investment activities. These changes are expected to shorten project implementation timelines, reduce compliance costs, and expand structuring options for enterprises.

However, Decree 103 also imposes stricter requirements on financial conditions, funding sources, and profit repatriation obligations, thereby requiring enterprises to undertake careful legal, financial, and compliance planning. Accordingly, businesses should consider the following actions:

• Review the capital scale of each outbound investment project to determine the applicable procedural requirements (exemption or approval), thereby optimizing implementation timelines and compliance costs;
• Develop phased investment strategies, leveraging the exemption mechanism for small-scale projects to test markets before scaling up;
• When applying share swap mechanisms, ensure compliance with market-based valuation, tax regulations, anti-transfer pricing rules, and completion of all relevant investment procedures to mitigate legal risks;
• Standardize internal data (enterprise registration, tax, foreign exchange) and ensure consistency of information prior to electronic submission to avoid rejection or delays due to discrepancies;
• For economic organizations with foreign ownership exceeding 50%, assess compliance with equity funding requirements and the two-year profitability condition, and develop appropriate financial plans for outbound investment; and

Establish cash flow planning and profit repatriation strategies aligned with the 12-month deadline, while taking into account exchange rate fluctuations and reinvestment needs in the host market