Background

Decree 239/2025/ND-CP is issued to amend parts of Decree 31/2021/ND-CP which provide instructions for implementing Vietnam’s Investment Law. It took effect on September 3rd, 2025. 

The Decree 239/2025/ND-CP is expected to streamline licensing, especially by recognizing electronic dossiers with digital signatures, and to tidy up incentives and procedures after Vietnam’s recent administrative restructuring after moving to a two-tier local government model where many communes were merged or reclassified.

This Decree 239/2025/ND-CP will set clearer rules on which areas qualify for investment incentives, plus faster timelines in a few steps. 

Foreign and domestic investors seeking Investment Registration Certificates (IRC), investors adjusting projects, and companies locating in industrial parks, export processing zones, high-tech zones, digital-technology zones, or economic zones.

For projects that do not need investment policy approval, the time to issue an IRC is shortened from 15 to 10 working days after the authority receives a valid application. 

Vietnam’s Shifting Competitive Position

Vietnam’s investment framework has evolved rapidly over the past decade, driven by both internal reforms and intense external competition. When the Law on Investment 2020 was introduced, Decree 31/2021/NĐ-CP played a central role in translating the law into practice. It provided a structured mechanism for foreign investor access, clarified conditional business lines, and established the foundation for issuing investment registration certificates (IRC), M&A approval, and incentive policies.

At that time, Decree 31 met Vietnam’s needs: the country was recovering after the pandemic, global supply chains were shifting, and foreign-invested enterprises continued to anchor Vietnam as an export manufacturing hub.

However, by 2023–2025, Vietnam’s competitive landscape changed dramatically. Neighboring countries implemented investment reforms, making licensing faster, digital, and more predictable.

Investors began comparing jurisdictions not by incentives alone, but by administrative speed, transparency, and technological readiness. As a result, the limitations of Decree 31 became more visible i.e. long processing times, paper based procedures, outdated rules on machinery imports, and inconsistencies caused by administrative restructuring at the provincial level.

At the same time, Vietnam’s own economic strategy evolved.

The government signaled a shift away from being merely a low cost manufacturing destination toward becoming a high-tech, digital, and green economy.

This required a modern investment regime aligned with global standards, capable of supporting high-quality FDI in semiconductors, renewable energy, logistics, and advanced manufacturing.

To keep pace with these changes, Vietnam needed a new regulatory instrument, one that would accelerate licensing, remove outdated technical barriers, and allow investors to operate seamlessly in an increasingly digital environment.

Decree 239/2025/NĐ-CP emerged as that reform.

It reflects the government’s recognition that the next phase of economic competition will not be won by cheap labor or broad incentives, but by administrative efficiency, predictable rules, transparent digital procedures, and alignment with global technological trends.

By allowing full electronic dossiers, reducing IRC timelines, removing rigid rules on machinery age, and updating incentive zones after administrative mergers, Decree 239/2025/ND-CP positions Vietnam more effectively against regional competitors.

Decree 239/2025/ND-CP is is part of a broader strategic shift that Vietnam is transitioning from a cost driven economy to a capability driven one, where investment attraction depends on the quality, speed, and modernity of its legal and administrative systems.

The Five Most Practical Changes in the Decree 239/2025/ND-CP

Electronic dossiers now is valid as paper

The electronic dossier, digitally signed per Vietnam’s e-transaction rules, has the same legal validity as the paper set. Authorities must publicly announce how they receive e-dossiers on the National Investment Information Portal and their own portals. Company may submit in person, online, or via public post depending on the procedure. 

It is important that the application prepare one paper set and one matching e-set. Make sure the e-set is signed with a recognized digital signature. If there is any inconsistency, the paper dossier will be treated as the final legally binding version, so double-check that both sets match before filing.

Faster IRC issuance

The investment registration authority now issues the IRC within 10 working days for projects that do not require investment policy approval, reducing from 15 working days. If the project does require policy approval, related downstream timelines are also tightened in several steps. 

This mean the company can expect a a shorter statutory processing window for the IRC. Delays can still happen because of the procedures of consultations with other authorities, translation, legalization gaps, or system slowdowns, but the baseline rule is now 10 working days after a valid application. 

Incentives mapped down to the commune level 

Vietnam now clarifies out how to determine incentive areas at the commune level, including what happens when communes are merged or reclassified. In short, the new commune generally inherits the status of the majority of the old communes; when there’s a tie, rules explain which higher incentive level applies. Provincial People’s Committees publish the incentive map and report to the Ministry of Finance. 

Zones and incentives: continuity and upgrades

Projects in industrial parks, export processing zones, high-tech zones, concentrated digital-technology zones, and economic zones continue to enjoy incentives even if zoning is later adjusted or the zone is re-purposed, subject to legal conditions. Decree 239/2025/ND-CP also adds a new line in recognizing economic zones, high-tech zones, and concentrated digital-technology zones as areas with “extremely difficult” conditions, and industrial parks/export-processing zones/industrial clusters as “difficult” areas for incentive purposes. 

No more over 10 years old restriction

The previous rule that effectively blocked extensions for projects using machinery older than 10 years is removed. Instead, eligibility focuses on technical standards and performance, such as meeting national technical regulations (or international standards if none exist), operating at more than 85% of design efficiency, and not exceeding 15% of design consumption for inputs and energy. 

Step-by-step: Getting your IRC Under Decree 239/2025/ND-CP

Step 1. Decide if your project needs investment policy approval

Check the project against the Investment Law thresholds. If approval is not required, you’re on the faster 10-day track for the IRC once your dossier is valid. 

Step 2. Assemble one paper dossier and one matching e-dossier

Mirror contents, ensure translations and legalizations are complete, and apply a recognized digital signature to the e-dossier. Inconsistencies between paper and e-files are a common cause of delay

Step 3. File via the method the authority publishes

Submit in person, online, or by public post according to the published method. Keep your submission receipts and the system tracking codes. 

Step 4. Track the 10-day statutory window

For non-policy-approval projects, the investment registration authority issues the IRC within 10 working days after receiving a valid application. If the authority asks for clarification, respond promptly. 

Step 5. If you are in a zone or a newly merged commune, confirm incentives early

Use the new commune-level rules to confirm whether your location is treated as “difficult” or “extremely difficult” for incentive purposes. This affects deposits/guarantee reductions and other benefits. 

Step 6. If your project relies on used machinery, prepare performance evidence

Compile test reports showing compliance with applicable Vietnam or international standards, efficiency more than 85% of design, and inputs/energy consumption less than 15% of design.

FAQ

Does Decree 239/2025/ND-CP really shorten the IRC timeline to 10 days?

Yes for projects that do not require investment policy approval from 15 days to 10 working days after a valid application is received. 

Are electronic dossiers fully valid?

Yes. With a compliant digital signature, the e-dossier has the same legal validity as the paper one, and authorities must publish how they receive e-files. 

What about used machinery over 10 years old?

Age alone is no longer the issue. What matters is compliance with technical standards and performance thresholds (efficiency and consumption). 

Which locations get “top-tier” incentives now?

Economic zones, high-tech zones, and concentrated digital-technology zones are treated as areas with extremely difficult conditions; industrial parks/export zones/industrial clusters are treated as difficult areas, for incentive purposes. 

Final Take

Decree 239/2025/ND-CP nudges Vietnam’s investment procedures into a more digital, more predictable era: fewer dossier redundancies, faster issuance for many IRCs, incentive clarity down to the commune, modernized zone treatment, and performance-based equipment rules. If you align your filing strategy with these updates especially the e-dossier standards and the 10-day clock you reduce friction, de-risk your timeline, and capture the incentives you’re entitled to.

About ANT Lawyers, a Law Firm in Vietnam

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers has lawyers in Ho Chi Minh city, Hanoi, and Danang, and will help customers in doing business in Vietnam.

Source: https://antlawyers.vn/update/decree-239-2025-nd-cp-what-changed.html