Decree 239 Vietnam Investment Licensing: 2025 Amendments and Opportunities for Foreign Investors
- Nguyễn Thanh Thủy
- 4 days ago
- 7 min read
Vietnam’s shift to a two-tier administrative system has triggered important adjustments in how investment projects are licensed and incentivized. To align the legal framework with this restructuring, the Government issued Decree No. 239/2025/ND-CP (Decree 239), which amends several provisions of Decree 31/2021/ND-CP, the key implementation decree of the 2020 Investment Law.
Effective 3 September 2025, Decree 239 Vietnam investment licensing brings clearer rules on incentive areas, removes outdated restrictions on machinery age, updates regulations in industrial zones, reduces dossier requirements, and shortens the time needed to issue Investment Registration Certificates (IRCs).
For foreign investors, Decree 239 Vietnam investment licensing marks a shift toward a more predictable, digital, and investor-friendly licensing environment.
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1. Decree 239 Vietnam Investment Licensing and Vietnam’s New Administrative Map
Before Decree 239 Vietnam investment licensing, investment incentives were mainly linked to district-level units. When districts were merged, divided, or upgraded, it became unclear whether incentive status would continue to apply to the newly formed local units.
Decree 239 Vietnam investment licensing addresses this uncertainty by extending the incentive framework to commune-level units. Newly formed communes now inherit their classification based on the socio-economic conditions of the original communes that were merged, split, or adjusted.
Table 1. Commune-Level Classification Under Decree 239 Vietnam Investment Licensing
Commune category | Pre-restructuring status | Classification under Decree 239 Vietnam investment licensing |
Unchanged communes | District with extremely difficult conditions | Extremely difficult area |
Unchanged communes | District with difficult conditions | Difficult area |
Newly consolidated communes | Majority of original communes are extremely difficult | Extremely difficult area |
Newly consolidated communes | Majority of original communes are difficult | Difficult area |
Newly consolidated communes | Equal mix: extremely difficult ↔ difficult | Extremely difficult area |
Newly consolidated communes | Equal mix: difficult ↔ non-incentive | Difficult area |
Newly consolidated communes | Equal mix: extremely difficult ↔ non-incentive | Extremely difficult area |
Communes created by NA Standing Committee | Mixed conditions after division, upgrade, or boundary adjustment | Apply same principles as consolidated communes |
Under Decree 239 Vietnam investment licensing, provincial People’s Committees must publicly announce the list of incentive communes and report it to the Ministry of Finance.
For investors, this provides a more stable and transparent basis for selecting factory locations, logistics hubs, or service centers, even as Vietnam consolidates provinces and districts.
2. Decree 239 Vietnam Investment Licensing and the End of the 10-Year Equipment Age Limit
Previously, investment projects using machinery and equipment under HS Chapters 84 and 85 faced a strict rule: if key equipment was more than 10 years old, the project could be rejected for extension or new licensing regardless of actual performance.
Decree 239 Vietnam investment licensing modernizes this approach. Instead of focusing on age, it focuses on technical standards and performance.
Under Decree 239 Vietnam investment licensing:
Machinery and equipment are assessed against national technical regulations on safety, energy efficiency, and environmental protection.
Where Vietnam lacks relevant standards, international standards may be used.
Equipment is not eligible if:
It operates at less than 85% of its designed capacity, or
Its resource or energy consumption exceeds 115% of designed levels.
This performance-based approach allows foreign investors to use high-quality second-hand equipment where appropriate, reducing capital expenditure while still meeting safety and environmental requirements under Decree 239 Vietnam investment licensing.
3. Industrial Zones and Infrastructure Under Decree 239 Vietnam Investment Licensing
Industrial and economic zones remain central to Vietnam’s FDI strategy. Decree 239 Vietnam investment licensing makes targeted adjustments to the rules governing:
Industrial parks
Export-processing zones
Hi-tech and digital technology zones
Economic zones
Infrastructure development must align with approved master plans. In localities with difficult socio-economic conditions, provincial authorities may propose public service units as investors in zone infrastructure if certain conditions are met.
Developers under Decree 239 Vietnam investment licensing may:
Build and lease ready-built factories, offices, and warehouses;
Set and register rental and service fee frameworks with the zone management authority and update them periodically;
Collect infrastructure usage fees;
Transfer land-use rights and carry out other activities permitted by investment and land laws.
By clarifying rights and responsibilities, Decree 239 Vietnam investment licensing supports more predictable cost structures for secondary investors leasing space in industrial parks and economic zones.
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4. Dossier Simplification Under Decree 239 Vietnam Investment Licensing
A recurring complaint among foreign investors has been the volume and duplication of paper documents required for investment licensing procedures.
Decree 239 Vietnam investment licensing simplifies this by standardizing dossier requirements across key procedures, including:
Applications for Investment Registration Certificates (IRCs);
Approvals of investment policies;
Adjustments to existing projects;
Approvals of new investors.
Under Decree 239 Vietnam investment licensing, applicants now submit:
One original paper dossier; and
One electronic dossier bearing a legally valid digital signature.
The electronic dossier has the same legal validity as the paper dossier. If there is any discrepancy between the two, the content of the paper dossier prevails as the final legally binding version.
Investment registration authorities and the Ministry of Finance are required to publish the address and method for receiving electronic dossiers on the National Investment Information Portal and their respective e-portals.
Foreign investors using cross-border digital signatures must ensure these are recognized under Vietnamese law. For a foreign electronic signature to be valid under Decree 239 Vietnam investment licensing, it must pass the official recognition process managed by the Ministry of Information and Communications.
5. Faster IRC Issuance Under Decree 239 Vietnam Investment Licensing
Time-to-license is a critical factor in assessing investment destinations. Decree 239 Vietnam investment licensing improves Vietnam’s position by shortening the official IRC issuance timeline.
Under Clause 12, Article 1 of Decree 239 Vietnam investment licensing:
The investment registration authority must issue the Investment Registration Certificate within 10 days from receipt of a valid dossier, provided all conditions are met.
This is a significant improvement from the previous 15-day timeframe. For investors under tight project schedules, the five-day reduction can make a noticeable difference in:
Negotiating commercial contracts;
Securing financing;
Aligning factory setup with supply chain commitments.
6. Expanded Incentive Areas Under Decree 239 Vietnam Investment Licensing
In addition to commune-level clarity, Decree 239 Vietnam investment licensing expands the list of areas eligible for investment incentives in Appendix III of Decree 31.
Two important additions stand out:
Economic zones and hi-tech zones, including concentrated IT zones established under Government regulations, are now treated as areas with extremely difficult socio-economic conditions for incentive purposes.
Industrial parks, export-processing zones, and industrial clusters established in accordance with regulations are treated as areas with difficult socio-economic conditions.
According to Decree 31, projects in these areas enjoy reductions in the required investment guarantee amounts:
25% reduction for areas with difficult socio-economic conditions;
50% reduction for areas with extremely difficult socio-economic conditions.
Table 2. Before vs After – Decree 239 Vietnam Investment Licensing (Summary)
Item | Before Decree 239 Vietnam investment licensing | After Decree 239 Vietnam investment licensing |
IRC issuance timeline | 15 working days | 10 working days |
Number of dossiers | Multiple paper sets, varying by authority | 01 paper dossier + 01 electronic dossier with digital signature |
Equipment eligibility | Age limit: machinery > 10 years often ineligible | No age limit; based on efficiency and technical standards |
Incentive classification level | Mainly district-based | Extended to commune level with clear consolidation rules |
Zone incentive coverage | Economic zones / hi-tech zones not fully aligned to “difficult” | EZs / hi-tech zones treated as “extremely difficult”; IPs/EPZs/ICs as “difficult” |
For investors, this means Decree 239 Vietnam investment licensing not only speeds up procedures but can materially reduce guarantee and capital requirements when projects are located in eligible zones.
7. Strategic Implications of Decree 239 Vietnam Investment Licensing for Foreign Investors
Taken together, the reforms under Decree 239 Vietnam investment licensing deliver three strategic benefits:
First, investment procedures are simpler and more digital. The combination of a single original dossier plus an electronic dossier reduces duplication and encourages electronic submission, especially for investors managing multiple projects or entities in Vietnam.
Second, approval speed improves. The shorter IRC issuance timeline enhances Vietnam’s competitiveness against neighboring markets and allows foreign investors to synchronize their Vietnam projects with global expansion roadmaps more effectively.
Third, incentive coverage is broader and clearer. By aligning commune classifications and explicitly including economic zones, hi-tech zones, and industrial parks in the incentive framework, Decree 239 Vietnam investment licensing gives investors more flexibility to choose locations that balance infrastructure, workforce, and incentive benefits.
For manufacturing, high-tech, and infrastructure projects, these changes can translate into lower risk, lower capital intensity, and higher long-term visibility.
8. Key Takeaways on Decree 239 Vietnam Investment Licensing
Decree 239 Vietnam investment licensing represents an important step in modernizing Vietnam’s investment framework. In summary:
It clarifies how incentives apply at commune level, especially after administrative restructuring.
It removes the rigid 10-year age limit on machinery and equipment, replacing it with performance-based criteria.
It updates rules for infrastructure and leasing in industrial and economic zones, giving developers and tenants more certainty.
It standardizes dossier requirements to one paper + one electronic set.
It shortens the IRC issuance timeline from 15 to 10 working days.
It broadens incentives for economic zones, hi-tech zones, industrial parks, export-processing zones, and industrial clusters.
For foreign investors, Decree 239 Vietnam investment licensing makes Vietnam not only more attractive in terms of incentives, but also more predictable and efficient in terms of procedures.
9. How Vinex Can Support Your Strategy Under Decree 239 Vietnam Investment Licensing
Navigating Decree 239 Vietnam investment licensing and related regulations requires both legal expertise and practical experience with provincial authorities and industrial zone management boards.
Vinex provides end-to-end support for foreign investors, including:
Structuring market entry and site selection to maximize incentives under Decree 239 Vietnam investment licensing;
Preparing and submitting IRC/ERC dossiers, policy approvals, and project adjustments;
Setting up compliant electronic dossiers and digital signatures recognized in Vietnam;
Advising on projects in industrial parks, economic zones, and hi-tech zones;
Providing ongoing accounting, tax, compliance, and corporate secretarial services after establishment.
If your company is considering a new investment project or restructuring an existing one, Vinex can help you design a practical, compliant, and tax-efficient roadmap aligned with Decree 239 Vietnam investment licensing.
Contact Vinex for tailored support:
Website: vinex.com.vn
Email: contact@vinex.com.vn
Hotline: 0981 111 811
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