September, 2025 Newsletter
Octorber 23rd, 2025
Amending and supplementing regulations on investment incentive business lines and areas from September 03rd, 2025
On September 03rd, 2025, the Government issued Decree No. 239/2025/ND-CP on amendments to some articles of the Government’s Decree No. 31/2021/ND-CP dated March 26th, 2021 on elaboration of some articles of the Law on Investment. Accordingly, Decree No. 239/2025/ND-CP has amended and supplemented a number of regulations on investment incentive business lines and areas from September 03rd, 2025, including:
- Amending and supplementing the List of business lines eligible for investment incentives as follows:
+ Supplementing the following business lines to Section A.I:
(i) Manufacture of key digital technology products, provision of key digital technology services;
(ii) Establishment of artificial intelligence data centers; development of artificial intelligence systems; research and development, design, production, packaging, testing of semiconductor chip products;
(iii) Projects on investment in construction and commercial operation of infrastructure of concentrated digital technology zones;
(iv) Projects on investment in the field of digital technology in concentrated digital technology zones;
(v) Projects on entrepreneurship in digital technology industry;
(vi) Investment in construction of digital technology infrastructure;
(vii) Manufacture of raw materials, materials, equipment, machinery and tools for the semiconductor industry on the List of raw materials, materials, equipment, machinery and tools for the semiconductor industry the investment in research and production of which is encouraged.
+ Supplementing the following business lines to Section B.I:
(i) Manufacture of digital technology products;
(ii) Provision of digital technology services.
+ Supplementing the following business line to Section B.IV: Training of human resources in the fields of science, technology, innovation and national digital transformation.
+ Amending the ordinal number 3 of Section A.III as follows: Investment in development of water plants, power plants, water supply and drainage systems; bridges, roads; investment in development, operation and management of railway infrastructure facilities, rail transport business, railway industry and training of railway human resources; airports, seaports, inland ports; aerodromes, terminals and other especially important infrastructural works decided by the Prime Minister.
+ Amending the ordinal number 8 of Section A.IV as follows: Investment in commercial operation of medical treatment - education - social labor centers; smoking cessation centers; HIV/AIDS treatment centers; public drug rehabilitation centers; private drug rehabilitation centers; commune-level community-based drug addiction treatment consulting centers.
+ Amending the ordinal number 1 of Section B.IV as follows: Investment commercial operation of education and training institutions, vocational education and training institutions; investment in development of non-public education and training institutions, vocational education and training institutions at levels: early childhood education, general education, vocational and training education, higher education.
+ Amending the ordinal number 8 of Section B.IV as follows: Investment in commercial operation of commune-level libraries, specialized libraries, university libraries, libraries of educational institutions, public libraries, private libraries serving communities and development of reading culture serving lifelong learning.
- Supplementing the Concentrated digital technology zones to the areas with extremely difficult socio-economic conditions in the List of areas eligible for investment incentives.
- Instructions for determination of areas eligible for investment incentives in case of changes in administrative boundaries:
+ In case a new commune-level administrative division which is established after the consolidation of commune-level administrative divisions in areas with different socio-economic conditions before the arrangement of administrative divisions and the organization of two-level local governments or which is established under the Resolution of the Standing Committee of National Assembly on the basis of full division, partial division or upgradation of the old administrative division which is eligible for investment incentives or due to the arrangement or adjustment of boundaries of commune-level administrative divisions in areas with different socio-economic conditions, the determination of area eligible for investment incentive as follows:
o The newly established commune-level administrative division shall be considered as an area eligible for investment incentives enjoyed by the majority of commune-level administrative divisions;
o If the number of commune-level administrative divisions in a difficult area equals that in an extremely difficult area, the newly established commune-level administrative division shall be considered as an extremely difficult area;
o If the number of commune-level administrative divisions in a difficult area equals that in an area not affiliated to the area eligible for investment incentives, the newly established administrative division shall be considered as a difficult area;
o If the number of commune-level administrative divisions in an extremely difficult area equals that in an area not affiliated to the area eligible for investment incentives, the newly established administrative division shall be considered as an extremely difficult area.
+ When adjusting administrative boundaries, the adjusted commune-level administrative division is entitled to investment incentives applicable to the district-level area receiving that commune-level administrative division.
Amendments and supplements to conditions for public bond offerings
On September 11th, 2025, the Government issued Decree No. 245/2025/ND-CP amending and supplementing certain provisions of Decree No. 155/2020/ND-CP dated December 31st, 2020, which provides detailed guidance on the implementation of certain provisions of the Securities Law. This decree introduces stricter regulations on public bond offerings to ensure the quality and transparency of issuances, thereby protecting the rights and interests of investors. Accordingly, from September 11th, 2025, the conditions for public bond offerings are stipulated as follows:
1. Compliance with the conditions set forth in Clause 3, Article 15 of the Securities Law 2019.
2. The issuing organization or the bonds offered for registration must be rated by an independent credit rating organization, except in cases where the bonds are issued by credit institutions or are fully guaranteed for principal and interest payments by credit institutions, foreign bank branches, foreign financial institutions, or international financial organizations. The credit rating organization must not be a related party to the issuing organization.
3. There is a representative of the bondholder as prescribed.
4. The issuing organization’s total liabilities (including the value of the bonds to be issued) must not exceed five times its equity, as per the most recent audited financial statement, except for issuers that are state-owned enterprises, enterprises issuing bonds to finance real estate projects, credit institutions, insurance companies, reinsurance companies, insurance brokerage firms, securities companies, or securities investment fund management companies.
5. Total liabilities shall not include the value of bonds to be issued for the purpose of debt restructuring. In cases where bonds are issued publicly for debt restructuring, the enterprise is prohibited from changing the intended use of proceeds for such restructuring.
6. In cases where an enterprise conducts multiple public bond offerings, the nominal value of bonds to be issued in each offering must not exceed the issuer’s equity.
7. Bonds issued with full guarantees for principal and interest payments by credit institutions, foreign bank branches, foreign financial institutions, or international financial organizations are exempt from the conditions stipulated in Clauses 4 and 6, Article 19 of Decree No. 155/2020/ND-CP.
Regulations on Offering and Issuance of Crypto Assets in the Pilot Phase of Vietnam’s Crypto Asset Market
On September 09th, 2025, the Government issued Resolution No. 05/2025/NQ-CP on piloting the crypto asset market in Vietnam (“Resolution 05”). The pilot program will be implemented for 5 years from September 09th, 2025, with the following notable provisions:
- Conditions for Offering and Issuance of Crypto Assets
+ The organization issuing crypto assets must be a Vietnamese enterprise, registered as either a limited liability company or joint-stock company under the Law on Enterprises.
+ Crypto assets must be issued based on underlying assets that are real assets, excluding assets such as securities and fiat currencies.
- Provisions on Offering and Issuance of Crypto Assets
+ Crypto assets may only be offered and issued to foreign investors, and such assets may only be traded among foreign investors via service providers licensed by the Ministry of Finance.
+ At least 15 days before any offering or issuance, the issuing organization must disclose the prospectus for the offering and issuance of crypto assets according to Form No. 01 attached to Resolution 05, together with related documents (if any), on both the website of the licensed crypto asset service provider and the issuer’s website.
Approval of the Project to build a Business Database
On September 17th, 2025, the Prime Minister issued Decision No. 2074/QD-TTg approving the Project to build a Business Database. Accordingly, the Project to build a Business Database (“Project”) has the following main contents:
1. Objects: The business database covers the entire business sector of all economic sectors: non-state enterprises, state-owned enterprises and foreign-invested enterprises.
2. Scope: Nationwide.
3. Objectives:
- By 2025:
+ Build a basic enterprise database with four data sources including: enterprise registration, taxation, import-export, social insurance to form some basic information on the health of businesses and entrepreneurs.
+ Issue a set of indicators for measuring business health.
+ Develop a reporting system on financial and non-financial indicators reflecting business performance; provide early warnings on business violations to serve post-audit work on enterprises.
+ Share the basic enterprise database with the National General Database, the National Population Database, other national databases, and specialized databases.
- By 2026:
+ Upgrade the basic enterprise database on the basis of continued integration with data sources on credit and investment.
+ Develop tools to analyze the business performance based on the application of artificial intelligence, machine learning, and big data mining tools.
- Phase 2027 - 2030:
+ Complete the enterprise database on the basis of expanding integration with data sources related to labor and employment, intellectual property, innovation, technology, digital transformation, sustainable development and other enterprise-related data on digital platforms.
+ Upgrade and develop a set of indicators to measure enterprise health.
+ Continuously upgrade to enrich data in the enterprise database in real-time.
+ Develop open data exploitation platforms that allow citizens and businesses to look up information and data for production and business; simultaneously reducing time, costs and enhancing transparency for businesses accessing data within the enterprise database.
Decision No. 2074/QD-TTg takes effect from the date of signing.
Noteworthy provisions on Corporate Income Tax and Personal Income Tax effective from October 1st, 2025
From October 1st, 2025, the Law on Corporate Income Tax No. 67/2025/QH15 and the Law on Science, Technology, and Innovation No. 93/2025/QH15 will come into effect. Simultaneously, several new regulations regarding Corporate Income Tax (“CIT”) and Personal Income Tax (“PIT”) are now enforced as follows:
1. CIT
- Reduction in Tax Exemption Period for Income from the Sale of New Technology Products: According to the Law on CIT 2025, the income from the following activities will be exempt from tax for a period of up to 3 years (previously 5 years):
+ Income from contracts related to scientific research, technology development, and innovation, as well as digital transformation.
+ Income from the first-time application of new technology in products made in Vietnam.
+ Income from products created during the trial production phase, including trial production under controlled conditions as per legal provisions.
- Losses from real estate transfers can offset taxable income: According to the Law on CIT 2025, in cases of production or business losses, the loss can be offset against taxable income from other business activities chosen by the company (except for income from real estate transfers, project transfers, and investment participation rights, which cannot offset income from activities benefiting from tax incentives). The remaining income after the offset will be taxed at the applicable CIT rate for that business activity.
(Previously, if there was a loss from the transfer of real estate, it could be offset against the profits from business activities.)
- Changes in eligible business activities for tax incentives:
+ Removed:
o Investment projects in production with a minimum capital of 6,000 billion VND.
o Investment projects in industrial zones.
+ Added:
o Projects subject to special investment incentives under clause 2, Article 20 of the Law on Investment 2020.
o Investments in technical infrastructure to support small and medium enterprises (“SMEs”), SME incubators, and co-working spaces for startups and innovation in line with the Law on Support for SMEs 2017.
2. PIT: Exemption of 3 new types of income from PIT from October 1st, 2025:
- Income from salaries and wages for scientific, technological, and innovative activities.
- Income from copyright related to scientific, technological, and innovative tasks, when the results of these tasks are commercialized according to the relevant laws on science, technology, innovation, and intellectual property.
- Income of individual investors, experts working for creative startups, founders of creative startups, and individual investors contributing capital to venture capital funds.
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