Ho Chi Minh City, 9 September 2026
Vietnam continues to simplify investment business conditions by significantly narrowing the scope of business lines subject to conditional business requirements, while introducing stricter controls over certain higher-risk activities.
Against this backdrop, on 24 August 2026, the National Assembly passed the Investment Law (the “Amended Investment Law”), most provisions of which will take effect from 1 March 2027.
For enterprises and investors, particularly foreign-invested enterprises, these changes will directly affect the identification of business lines, licensing requirements and the scope of compliance obligations that must be maintained during operations.
What Has Changed?
1. Narrowing the List of conditional business lines
The Amended Investment Law replaces the entire Appendix IV on the List of Conditional Business Investment Sectors and Trades with a new Conditional Business List comprising 137 business lines (comparing with 198 business lines under Investment Law 2025), effective from 1 March 2027 (the “Conditional Business List”).
It should also be noted that the streamlining of the Conditional Business List has been implemented through various mechanisms, including the complete removal of certain business lines, the consolidation of business lines with similar regulatory objectives, and the revisions to the scope or nomenclature of existing business lines. Key changes includes:-
- 40 conditional business lines have been removed entirely across a wide range of sectors.
- The addition of one new conditional business line relating to visa support services provided by authorized service establishments.
- The consolidation, renaming or refinement of numerous existing business lines. Notable examples include the consolidation of insurance-related services into a single category of “insurance business activities”; the consolidation of “data-related services” into a unified category covering data intermediary, analytics and aggregation services; or Insurance business, reinsurance business, insurance brokerage services and insurance agency services have been consolidated into a single conditional business line, namely “insurance business activities”
Accordingly, the reduction in the number of entries should not be understood to mean that all of the difference represents business lines that have been completely removed. For each specific activity, enterprises should still determine whether the relevant business line has actually been removed from the Conditional Business List or has merely been consolidated or had its scope adjusted.
Practical implications: The narrowing of the Conditional Business List may reduce the number of activities subject to conditional business requirements, thereby helping to reduce certain pre-operation procedures, licensing requirements and compliance obligations before an enterprise commences or continues its operations.
However, the fact that a business line is no longer included in the Conditional Business List does not necessarily mean that the relevant activity will become entirely unregulated. The Amended Investment Law requires competent authorities to develop alternative management measures or mechanisms, where necessary, for business lines removed from the Conditional Business List. Enterprises should therefore continue to monitor sector-specific regulations issued or amended going forward.
2. Transitional mechanism for business lines removed from the Conditional Business List
The Amended Investment Law introduces a transitional mechanism for business lines that were previously conditional business lines but are no longer included in the new Conditional Business List.
Accordingly, for business lines removed from the Conditional Business List:
- enterprises may continue operating without having to satisfy the previous conditional business requirements;
- existing licenses, certificates or approvals may continue to be used until expiry if the enterprise wishes to do so;
- enterprises are not required to carry out procedures for the issuance, amendment or renewal of licenses, certificates or approvals that are no longer required under the new regime; and
- applications for issuance, amendment or renewal that have already been accepted but remain pending will cease to be processed and will be returned by the competent authority.
Practical implications: This is one of the provisions with the most direct impact on enterprises, as it not only changes the legal status of the relevant business lines but also provides clear treatment for existing licenses and pending applications.
Enterprises operating in business lines removed from the Conditional Business List should review their existing licenses, renewal procedures and pending applications at an early stage to determine whether these procedures will still need to be continued after 1 March 2027.
3. Reduction of business conditions does not automatically remove restrictions applicable to foreign investors
For foreign investors, the removal of a business line from the Conditional Business List should be distinguished from the separate regime governing market access conditions.
The Conditional Business List regulates conditional business lines, whereas restrictions specifically applicable to foreign investors are governed under the separate regime of market access conditions for foreign investors.
Accordingly, the removal of a business line from the Conditional Business List does not automatically mean that foreign investors may access that business line on the same basis as domestic investors.
Practical implications: Foreign investors must still separately review issues such as foreign ownership limits, investment forms, permitted scope of activities, requirements for Vietnamese partners and other restrictions under Vietnamese law or relevant international treaties.
Therefore, when assessing the impact of the Amended Investment Law on a specific foreign-invested project, enterprises should conduct two parallel assessments: determine whether the relevant business line remains on the Conditional Business List and separately review the market access conditions applicable to foreign investors.
4. Addition of N₂O business for human inhalation to prohibited investment business activities
The Amended Investment Law introduces a prohibition on the business of N₂O for human use through inhalation.
However, the prohibition does not apply to the use of N₂O for:
- medical purposes;
- food technology;
- testing;
- scientific research; and
- other purposes prescribed by the Government.
This provision will take effect from 1 January 2027.
The Amended Investment Law also provides transitional rules for N₂O business contracts falling within the prohibited category that were entered into before the new prohibition takes effect. Such contracts will cease to be effective from 1 January 2027, and the parties will have up to 45 days from that date to complete their liquidation.
Practical implications: Enterprises engaged in the production, import, distribution or trading of N₂O should review the intended end use of the product and their existing contracts.
For enterprises in the restaurant, hotel, entertainment or other sectors where N₂O may be used by humans through inhalation, the new prohibition may require the relevant business activities to cease and existing contracts to be addressed within the statutory timeframe.
By contrast, the use of N₂O for purposes expressly excluded from the prohibition may continue, subject to compliance with the relevant sector-specific regulations.
Recommendations for Enterprises and Investors
Enterprises and investors should:
- Review their current business lines to determine whether their activities remain included in the new Conditional Business List;
- Review licenses, certificates, approvals and pending applications relating to business lines removed from the Conditional Business List;
- Monitor sector-specific regulations and alternative management mechanisms to be issued before 1 March 2027;
- For foreign investors, continue to separately assess applicable market access conditions even where the relevant business line is no longer included in the Conditional Business List; and
- For activities involving N₂O, review the intended use, existing contracts and business models to ensure compliance with the prohibition effective from 1 January 2027.
Our View
The Amended Investment Law continues the trend of reducing and simplifying conditional business requirements through a significant narrowing of the Conditional Business List and the introduction of transitional arrangements for business lines that are no longer subject to conditional business requirements.
However, the reduction of business conditions does not mean that all regulatory requirements applicable to the relevant activities are eliminated. This is particularly important for foreign-invested enterprises, as conditional business requirements and market access conditions for foreign investors remain two separate legal regimes.
At the same time, the introduction of a prohibition on the business of N₂O for human inhalation shows that the Amended Investment Law continues to simplify the business environment while maintaining targeted controls over activities considered to require stricter regulation.
From a practical perspective, enterprises should proactively review their business lines, licenses and applicable restrictions before the Law takes effect in order to identify which procedures may be eliminated, which obligations must continue to be maintained, and what changes may need to be made to their business operations.
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Read the previous Regulatory Notes here: Part 1 | Part 2 | Part 3| Part 4| Part 5
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