Introduction
Vietnam’s amended Investment Law 2026 is a development that foreign-invested companies should monitor early, not only because it changes the list of conditional business lines, but also because these changes may directly affect expansion plans, sector-specific licensing, business model design and the allocation of compliance resources.
Law No. 24/2026/QH16 is not an entirely new Investment Law. It amends and supplements certain provisions of Investment Law No. 143/2025/QH15. However, because it replaces the entire Appendix IV on conditional business lines, companies should not rely solely on existing licences or on business-line classifications they were previously familiar with.
This article explains the key changes, the relevant implementation dates and how foreign investors and FDI companies in Vietnam should organise an internal review before making business decisions.
1. Legal Status and Key Effective Dates
Law No. 24/2026/QH16 was passed by the National Assembly on 24 August 2026. As a general rule, the Law takes effect from 1 March 2027. This is when the new Appendix IV on conditional business lines will replace the previous Appendix IV under Investment Law No. 143/2025/QH15.
However, companies should not assume that all provisions wait until 1 March 2027 to take effect. Certain provisions take effect earlier, from 1 January 2027, including the prohibition on trading N₂O gas for human inhalation, subject to the stated exceptions, together with the related transitional provisions for existing contracts.
| Timeline | What companies need to note | Recommended action |
|---|---|---|
| 24 August 2026 | Law No. 24/2026/QH16 was passed but is not yet fully effective | Identify business activities, licences and pending applications that may be affected |
| 1 January 2027 | Provisions relating to trading N₂O gas for human inhalation take effect | Review contracts, inventory, supply chains, intended use and liquidation plans if relevant |
| 1 March 2027 | The new Appendix IV on conditional business lines takes effect | Recheck actual business activities, sector-specific licences and pending applications |
A common mistake among FDI companies is to leave this review entirely to the legal department or the person responsible for licensing. In practice, business development, operations, finance, human resources, IT and procurement should also be involved. A change in the scope of conditional business lines may affect a service launch schedule, contractual arrangements with partners or the need to recruit personnel holding specific professional qualifications.
2. Two Key Changes Under Law No. 24/2026/QH16
2.1. Trading N₂O Gas for Human Inhalation Becomes a Prohibited Business Activity
The amended Investment Law adds to Article 6 a prohibition on trading N₂O gas for use by humans through inhalation. The provision does not impose an absolute prohibition on all activities involving N₂O. Medical use, food technology, testing, scientific research and other purposes prescribed by the Government are excluded from the prohibition.
A key practical point is that companies should not assess the issue solely by reference to the product name or product code. Risk assessment should consider the actual intended use, sales channels, target customers, marketing descriptions, distribution agreements and mechanisms for controlling the final use of the product.
For example, a foreign company importing or distributing gas, gas equipment or related products should clearly distinguish between supplies to hospitals, laboratories and food-processing plants and supplies that appear intended for direct inhalation by consumers. In addition to investment law, companies may also need to review sector-specific rules on chemicals, product safety, labelling, advertising, e-commerce and contractual arrangements.
The Law assigns the Government responsibility for providing detailed regulations on this issue. Companies involved in the N₂O supply chain should therefore monitor forthcoming guidance and should not assume that a particular use is permitted merely because the product is also capable of being used in a technical or industrial environment.
2.2. Replacement of the Entire Appendix IV on Conditional Business Lines
The broader change for the FDI community is that Law No. 24/2026/QH16 replaces Appendix IV of Investment Law No. 143/2025/QH15 with a new list comprising 137 conditional business lines.
The practical significance does not lie simply in the number of business lines on the list. Companies need to determine whether their actual activities remain listed, whether certain activities have been renamed or consolidated with others, and how the underlying sector-specific conditions are now regulated.
The new list continues to include many sectors commonly relevant to foreign investors, such as real estate, certain forms of e-commerce, education, transport, telecommunications, trust services, cybersecurity, data services, personal data processing services, finance, banking, healthcare, pharmaceuticals, tourism, environmental services and certain specialised infrastructure or logistics activities.
Accordingly, where a business line is no longer listed separately or has been placed under a broader category, the legal effect should be assessed by reference to the rules applicable to that specific case. If a business line has been removed from Appendix IV, organisations and individuals are no longer required, under the Law’s transitional mechanism, to satisfy the investment and business conditions attached to that business line itself. However, companies may still remain subject to separate legal obligations under sector-specific legislation, including requirements relating to products, data, land, environment, construction, labour, safety, technical standards or other post-licensing compliance obligations.
3. FDI Companies Need to Distinguish Business Conditions from Market Access Conditions
This distinction is critical when planning an investment or expanding into new business activities. An activity may no longer be classified as a conditional business line under the new Appendix IV, while a foreign investor may still be subject to market access conditions or other sector-specific regulations.
| Review layer | Question to answer | Relevance for FDI in Vietnam |
|---|---|---|
| Prohibited business lines | Does the intended activity fall within a prohibited business sector? | If the activity falls within the prohibited scope, the company should not proceed with that business model or related transaction |
| Conditional business lines | Is the activity included in the new Appendix IV? What specific conditions apply? | The company may need to identify applicable licences, certificates, professional personnel, premises or other compliance requirements before and during operations |
| Market access for foreign investors | Can the foreign investor access the market on the same basis as a domestic investor, or are specific conditions imposed? | This may affect ownership ratios, investment form, permitted business scope, Vietnamese partner requirements or investment procedures |
| Sector-specific legislation | Are there specific regulations relating to products, data, land, environment, construction, labour, tax or foreign exchange? | This is often where operational obligations arise after the investment project or company has been established |
Law No. 24/2026/QH16 focuses on amendments relating to prohibited business activities and Appendix IV. It does not remove the broader foreign investment control framework established under Investment Law No. 143/2025/QH15.
Therefore, before an FDI company adds a new business activity, acquires shares in a Vietnamese company, moves from manufacturing to direct distribution, operates a digital platform or introduces a cross-border service into Vietnam, it should separately review at least three issues: whether the activity remains a conditional business activity, the market access conditions applicable to foreign investors and the sector-specific requirements applicable to the actual business activity.
4. Business Situations That Should Be Reviewed Before Action Is Taken
4.1. Expanding Products or Services
When an FDI company introduces a new product line or service, adding a business code to its enterprise registration is not the whole answer. The actual activity should be compared with the new Appendix IV, foreign-investor market access conditions and sector-specific licensing requirements.
This is particularly important for business models involving data, payments, digital platforms, education, healthcare, transport, food, chemicals or environmental activities.
4.2. Mergers, Acquisitions and Capital Transfers
In M&A transactions, investors often focus on ownership ratios and procedures for registering capital contributions or acquisitions of shares or capital contributions. After 1 March 2027, a buyer should also review the target company’s licences against the new list, particularly where the target has registered numerous business lines but actually operates in only some of them.
The fact that a licence no longer needs to be renewed under the transitional provisions may affect the assessment of post-transaction compliance costs. Conversely, where the underlying activity remains subject to sector-specific conditions, investors should not use the removal of that business line from Appendix IV as a reason to reduce the scope of legal due diligence.
4.3. New Applications, Amendments or Renewals of Sector-Specific Licences
Companies preparing licensing applications should carefully consider the timing of submission and the expected result. For business lines removed from the list of conditional business lines under the amended Law, an application that was validly received by the competent authority before the Law takes effect but has not yet been resolved will no longer continue to be processed. The competent authority will notify the applicant that processing has been discontinued and return the application.
Accordingly, not every pending application should necessarily be pursued to completion. Companies should reassess whether the licence remains legally required, still has commercial value or may be replaced by another compliance mechanism.
This review should take place before the company continues to incur advisory costs, invest in facilities or recruit personnel solely to support a licence that may no longer be required.
4.4. Reviewing Contracts and Commitments with Business Partners
Distribution agreements, service contracts, franchise agreements, premises leases and supplier contracts often contain representations or obligations relating to licences, operating conditions and regulatory approvals. When the legal framework changes, companies should assess whether those provisions need to be amended.
For contracts involving N₂O trading that falls within the prohibited scope, the Law provides that existing contracts cease to have effect from 1 January 2027. The parties have a maximum of 45 days from that date to liquidate the contracts in accordance with civil law and other relevant legislation.
This is a deadline that legal, procurement, sales, finance and logistics teams should address together rather than waiting until a dispute arises or deliveries are disrupted.
5. Transitional Provisions: An Opportunity to Reduce Procedures, Not a Blanket Compliance Exemption
For conditional business lines that are removed from the previous Appendix IV, the Law provides that organisations and individuals may carry out investment and business activities in those sectors without having to satisfy the investment and business conditions previously applicable to those business lines.
If a company already holds a licence, certificate, professional certificate, written confirmation or other document authorising investment or business activities, it may continue to use that document until its expiry if it wishes to do so. It is not required to apply for issuance, amendment or renewal solely because of this transitional provision.
This may reduce administrative procedures, but the provision should be understood carefully. Companies should still retain their existing legal documents, record the transitional legal basis in their internal compliance records and determine whether the document continues to serve another purpose, such as satisfying requirements of customers, banks, insurers, tender processes or sector-specific regulations outside the Investment Law.
In practice, deciding not to renew a licence may reduce administrative costs but may also affect the company’s ability to demonstrate capability, satisfy tender requirements or maintain certain infrastructure rights. The decision should therefore be made through a cross-functional assessment rather than on the assumption that “if a licence is no longer mandatory, it should immediately be abandoned”.
6. Checklist for Companies Preparing for 1 March 2027
FDI companies should conduct a controlled review before the amended Investment Law takes effect rather than waiting until the effective date.
- Map actual business activities: List products, services, sales channels, business locations, digital platforms and supporting activities currently carried out, rather than relying solely on registered business codes.
- Compare activities with the new Appendix IV: Identify which activities remain conditional business lines, which have been renamed or consolidated and which have been removed from the list.
- Review foreign-investor market access conditions: For each activity involving foreign investment, separately review applicable market access restrictions or conditions. Do not infer the answer solely from whether an activity appears in Appendix IV.
- Inventory licences and pending applications: Record expiry dates, issuing authorities, renewal obligations, the status of new or amendment applications and the commercial value of each licence or approval.
- Review contracts involving licensing requirements: Recheck conditions precedent, compliance representations, termination clauses, indemnities, change-in-law clauses and notification obligations toward business partners.
- Assign internal responsibilities: Legal should coordinate the legal review; business teams should confirm the actual operating model; finance should assess costs; and operations and HR should review premises, procedures and professional staffing requirements.
- Monitor implementing regulations: This is particularly important for N₂O-related activities and sectors where detailed conditions are to be prescribed by sector-specific authorities.
For projects still in the investment preparation stage, this review should be carried out before the company finalises budgets, signs premises leases, commits production capacity with suppliers or submits investment applications.
For projects already in operation, the review should be coordinated with licence renewal schedules, compliance audits and the company’s 2027 business plan.
Summary
Law No. 24/2026/QH16 introduces two key changes: the prohibition on trading N₂O gas for human inhalation, subject to specified exceptions, and the replacement of Appendix IV on conditional business lines with a new list effective from 1 March 2027.
For foreign investors in Vietnam, the value of early preparation lies not only in reducing procedures. Companies should clearly distinguish between conditional business lines, market access conditions applicable to foreign investors and obligations arising under sector-specific legislation.
A careful review during the planning stage can help reduce the risk of applying for unnecessary licences, delaying project implementation or entering into contracts based on legal assumptions that are no longer appropriate.
Frequently asked questions
1) When does Vietnam’s amended Investment Law 2026 take effect?
Law No. 24/2026/QH16 generally takes effect from 1 March 2027. The additional provision on trading N₂O gas for human inhalation and the related transitional provisions take effect from 1 January 2027.
2) Is Law No. 24/2026/QH16 a new Investment Law that replaces the current Investment Law in its entirety?
No. It is a law that amends and supplements certain articles of Investment Law No. 143/2025/QH15. When applying it, companies should read Law No. 24/2026/QH16 together with Investment Law No. 143/2025/QH15 and the relevant specialized laws.
3) Does a business line no longer appearing in the new Appendix IV mean an FDI company can operate immediately?
This conclusion should not be drawn. An activity may no longer be a conditional business line but may still be subject to market access conditions for foreign investors or obligations under specialized laws, such as those on data, trade, the environment, construction, product safety, or tax.
4) Can a license already issued for a business line removed from the conditional list still be used?
If the transitional provisions of the Law apply, the company may continue to use the license, certificate, permit, or authorization document already issued until it expires, if it wishes to do so, and is not required to carry out procedures to issue, adjust, or renew the document solely because of this change. However, it should be considered whether that document remains necessary under specialized laws or commercial requirements.
5) How will license applications submitted before 1 March 2027 be handled?
If an application relates to a business line removed from the list and was validly accepted but has not yet been resolved before the Law’s effective date, the competent authority will notify the applicant that processing has been discontinued and will return the application. Companies should proactively check the status of each application before this deadline.
6) Should companies that do not trade in N₂O still pay attention to the new regulations on this gas?
This is usually not a direct priority. However, companies that manufacture, import, or distribute chemicals or gas equipment, operate food and beverage or entertainment services, or run e-commerce platforms should assess whether products, partners, or sellers on their systems could relate to activities falling within the prohibited scope.
Conclusion
Vietnam’s amended Investment Law 2026 is not merely a change to a list of procedures. For FDI companies, this is an appropriate time to review actual business models, existing licenses, pending applications, and the conditions applicable specifically to foreign investors. Preparing ahead of 1 January 2027 and 1 March 2027 will help companies stay ahead on timelines, costs, and compliance risk.
How TT Collab can help
TT Collab can assist foreign investors and FDI companies in reviewing the impact of Law No. 24/2026/QH16 on existing operations or investment plans, including:
- Cross-checking actual activities against conditional business lines under the new Appendix IV;
- Assessing market access conditions applicable to foreign investors separately;
- Reviewing specialized licenses, pending licensing applications, and transitional arrangements;
- Assessing risks relating to contracts, distribution models, digital platforms, and supply chains;
- Supporting the development of a cross-departmental compliance checklist ahead of the Law’s effective date.
Legal basis referenced
- Investment Law No. 143/2025/QH15.
- Law No. 24/2026/QH16 amending and supplementing certain articles of the Investment Law.
Note: This article is provided for general informational purposes only and does not replace legal, tax, or investment advice for specific cases. Regulations and their application may vary depending on timing, locality, industry, and the particular circumstances of each company.
