On September 3, 2025, the Government issued Decree No. 239/2025/ND-CP ("Decree 239") amending and supplementing a number of articles of Decree No. 31/2021/ND-CP dated March 26, 2021 ("Decree 31") detailing and guiding the implementation of a number of articles of the Law on Investment 2020, effective from 03 September 2025. 

Beyond updating the titles of management agencies — shifting from the “Ministry of Planning and Investment” to the “Ministry of Finance,” and from the “Department of Planning and Investment” to the “Department of Finance” — Decree 239 introduces a series of new investment regulations, with standout provisions as follows:

1. Regarding investment registration procedures

1.1. An electronic copy of the dossier in the administrative procedures for investment.

One of the most notable new provisions in Decree 239, set out in Article 1.2, is the requirement for investors to submit electronic versions of their dossiers when carrying out investment-related administrative procedures. Accordingly, when carrying out administrative procedures under the the Law on Investment 2020 and Decree 31 (now revised by Decree 239), investors must comply with the following:

• Digital signature & legal validity: The electronic copy of the dossier must have a digital signature in accordance with the law on electronic transactions and have the same legal validity as the hard copies set of dossier submitted to the Ministry of Finance and the investment registration authority.
• Investor's Responsibility: Investors are accountable for the accuracy, consistency and completeness of both paper and electronic dossiers. In case of discrepancies, the paper dossier will prevail.
• Publicity of dossier submission method: The Ministry of Finance and the investment registration agency shall publicize the address and form of receipt of electronic dossiers on the National Investment Portal, the Ministry of Finance's website and the local investment management agency's website.

1.2. Shortened the processing time for the issuance of Investment Registration Certificates

Decree 239 also streamlines processing times. While Decree 31 set a 15-working-day deadline, Article 1.12(b) of Decree 239 reduces this to 10 working days for the issuance of Investment Registration Certificates in cases where the project does not require investment policy approval.

1.3. Simplified dossiers of procedures for investment policy approval 

For projects that must apply for investment policies approval from the Government: instead of having to submit 8 sets of dossiers as prescribed in Decree 31, investor is only required to submit 01 set of paper dossier and enclose an electronic copy of the dossier to the Ministry of Finance according to Article 1.9 of Decree 239. 

For projects that must apply for investment policies approval from the provincial People's Committee: instead of having to submit 04 sets of dossiers as prescribed in Decree 31, the investor is only required to submit 01 set of dossiers and enclose an electronic copy of the dossier to the Ministry of Finance according to Article 1.10 of Decree 239.

2. Determining areas eligible for investment incentives according to the new 02-level local government form. 

Article 1.4 of Decree 239 has amended and supplemented Article 21 of Decree 31 to stipulate the principles of determining areas eligible for investment incentives for commune-level administrative units established on the basis of the arrangement of new two-level administrative units and local government organizations. People’s Committees at provincial-level are responsible for identifying and announcing investment incentive zones and special incentive zones, and reporting the results to the Ministry of Finance for oversight and consolidation, key provisions include:

• The commune-level administrative unit under the district level is an area with particularly difficult socio-economic conditions before the implementation of the arrangement of administrative units and the organization of two-level local governments, which is determined to be an area with particularly difficult socio-economic conditions.
• The commune-level administrative unit under the district level is an area with particularly difficult socio-economic conditions before the implementation of the arrangement of administrative units and the organization of two-level local governments, which is determined to be an area with difficult socio-economic conditions.
• The newly established commune-level administrative unit from many commune-level administrative units in localities with different socio-economic conditions before the implementation of administrative unit arrangement and organization of two-level local government shall be determined as follows:
• A newly established administrative unit at commune-level is determined to be an investment incentive area based on the majority of the number of administrative units at commune-level currently enjoying it;
• In case the number of administrative units at commune-level in an area with particularly difficult socio-economic conditions and the number of areas with difficult socio-economic conditions is equal, the newly established administrative unit at commune-level is determined to be an area with particularly difficult socio-economic conditions.
• In case the number of administrative units at commune-level in areas with difficult socio-economic conditions and the number of areas not in areas with investment incentives is equal, the newly established administrative unit at commune-level is determined to be an area with difficult socio-economic conditions.
• In case the number of commune-level administrative units in areas with especially difficult socio-economic conditions and the number of areas not in areas with investment incentives is equal, the newly established administrative unit is determined to be an area with especially difficult socio-economic conditions.
• New administrative units at commune-level established under the Resolution of the National Assembly Standing Committee on the basis of dividing, separating, upgrading old administrative units in areas with investment incentives or by arranging and adjusting the boundaries of administrative units at commune-level in areas with different socio-economic conditions shall determine investment incentive areas according to the provisions in item (iii) above.

3. Acknowledging more regulations on concentrated digital technology parks

For the first time, the definition of “Concentrated Digital Technology Zones” has been regulated under the Law on the Digital Technology Industry 2025 (which takes effect on January 1, 2026). Accordingly, “Concentrated Digital Technology Zones” means zones are designated functional areas that concentrates activities in research and development, support, training, promotion of innovation, incubation of digital technologies and digital enterprises, manufacturing and trading of digital technology products and services, providing of infrastructure and other services for organizations, enterprises, individuals, and other activities within the zone.

The new framework is expected to provide a solid legal basis for advancing Vietnam’s digital technology industry, attracting investment, supporting innovation, building human capital, and accelerating national digital transformation.

In line with this national digital transformation policy, Article 1.37 of Decree 239 formally recognizes “Concentrated Digital Technology Zones” as investment incentive areas, as listed in Appendix III of Decree 31.

4. Abolishing the regulation that projects cannot be renewed when machines are over 10 years old

Previously, according to Decree 31, investment projects using machinery and equipment under Chapters 84 and 85 of the List of Vietnam's import and export goods that are more than 10 years old will not be allowed to adjust or extend their operations. The rule aimed to limit risks related to outdated technology, environmental pollution, and resource waste. However, in practice, the rigid “10-year rule” created bottlenecks, as many older machines could still be upgraded or refurbished to meet technical requirements.

Decree 239 addresses this by abolishing the age-based restriction and replacing it with technical assessment criteria. According to Article 1.5(d) of the decree:

• Projects using machinery and equipment that are not arranged into technological lines under Chapters 84 and 85 will only be restricted when their operation does not meet the national technical regulations on safety, energy saving and environmental protection, or when:
• The actual capacity and efficiency drop below 85% compared to the design level; or
• The consumption of raw materials, materials and energy exceeds 15% compared to the design level.
• In case there is no relevant national technical regulation, the assessment will be based on the national standards of Vietnam, or the national standards of one of the G7 countries or the Republic of Korea on safety, energy saving and environmental protection.

Above are the new prominent provisions of Decree No. 239/2025/ND-CP on amendments and supplements to a number of articles of the Government's Decree No. 31/2021/ND-CP dated March 26, 2021 detailing and guiding the implementation of a number of articles of the Law on Investment 2020.

Credit

We sincerely express our gratitude to Senior Associate Cuong Nguyen and Trainee Associate Linh Nguyen for their insightful expertise and dedicated contributions to the development of this article.