Unlock Vietnam’s Business Law Secrets: What Every Investor Must Know for 2025–2030

Table of Contents

• Executive Summary: Vietnam’s Legal Landscape in 2025
• Key Regulatory Authorities and Recent Legislative Updates
• Corporate Formation: New Rules and Procedures
• Foreign Investment Laws: Opportunities and Restrictions
• Taxation and Compliance: What’s Changing for Businesses
• Labor Law Reforms: Workforce Management in the New Era
• Contract Law and Dispute Resolution Mechanisms
• Intellectual Property Protection: Current Requirements and Risks
• Sector-Specific Regulations: Hotspots for 2025–2030
• Future Outlook: Predicted Trends and Strategic Considerations
• Sources & References

Executive Summary: Vietnam’s Legal Landscape in 2025

Vietnam’s business law landscape in 2025 reflects the country’s ongoing transformation into a dynamic regional economic hub. Recent years have seen significant legal reforms aimed at harmonizing domestic regulations with international standards, supporting the government’s commitment to improving the investment climate and facilitating global trade integration. The principal legal framework for business activities remains anchored by the Law on Enterprises (amended in 2020, effective from January 2021), the Law on Investment (amended in 2020), and a series of guiding decrees and circulars. These laws continue to shape company formation, foreign investment, corporate governance, and dispute resolution in Vietnam.

Notably, Vietnam’s ascension to major free trade agreements (FTAs)—including the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) and the EU-Vietnam Free Trade Agreement (EVFTA)—has driven further legal harmonization and market liberalization. In 2024-2025, the Ministry of Justice and Ministry of Planning and Investment have prioritized updates to investment procedures, licensing, and corporate compliance to facilitate greater foreign direct investment (FDI). The World Bank ranked Vietnam 70th in its 2023 Doing Business Report, highlighting ongoing improvements but also areas needing further reform, such as contract enforcement and insolvency resolution.

Compliance remains a central focus for businesses, especially in areas like tax, anti-corruption, and data privacy. The Law on Tax Administration (amended in 2019, effective 2020) and Decree No. 13/2023/ND-CP on personal data protection reflect increased regulatory scrutiny. The General Department of Taxation has strengthened enforcement, with businesses now required to adopt e-invoicing and enhanced reporting standards. Meanwhile, anti-corruption efforts have intensified, as demonstrated by the implementation of the 2018 Anti-Corruption Law and high-profile enforcement actions led by the Ministry of Justice.

Vietnam recorded FDI inflows of over USD 36.6 billion in 2023, a 32% year-on-year increase, underscoring the country’s investment appeal (Ministry of Planning and Investment). However, businesses still face challenges related to administrative complexity, evolving regulatory requirements, and the need for robust internal compliance systems. The outlook for 2025 and beyond is optimistic, with continued legal modernization expected as Vietnam seeks to further align with international practice, improve transparency, and support sustainable economic growth.

Key Regulatory Authorities and Recent Legislative Updates

Vietnam’s business law landscape is shaped by a dynamic regulatory framework overseen by several key authorities, with significant legislative updates emerging in recent years. The Ministry of Justice is responsible for drafting and reviewing business-related legislation, while the Ministry of Planning and Investment (MPI) oversees business registration, foreign investment, and enterprise compliance. The National Assembly enacts major legal reforms, and sector-specific regulators, such as the State Securities Commission and the Ministry of Finance, supervise securities and financial market compliance.

A landmark legislative event was the introduction of the amended Law on Enterprises (2020), effective from January 1, 2021, which streamlines business registration, clarifies the rights of minority shareholders, and increases transparency in corporate governance. The Ministry of Justice has since facilitated further amendments to the Law on Investment (2020) and related guidance, with the aim of improving the investment environment, especially for foreign entities. In addition, the National Assembly passed the Law on Public-Private Partnerships (PPP) (2020), creating a standardized legal framework for PPP investment, which is pivotal for infrastructure and energy sectors through 2025 and beyond.

In 2023–2024, the government issued several decrees and circulars to clarify tax administration, e-commerce obligations, and digital transformation requirements. Notably, Decree 13/2023/ND-CP on Personal Data Protection, effective from July 2023, imposes new compliance burdens on businesses regarding data processing, cross-border transfers, and privacy rights. The Ministry of Information and Communications is tasked with enforcement, and compliance is expected to be a focus of regulatory scrutiny in the coming years.

Official statistics from the General Statistics Office of Vietnam indicate a strong increase in business registrations, with over 160,000 new enterprises established in 2023, reflecting investor confidence in the regulatory environment. However, compliance remains a challenge: the Vietnam Chamber of Commerce and Industry reports that 42% of surveyed businesses cited difficulties in navigating legal procedures, and digital compliance is an emerging concern.

Looking ahead to 2025 and beyond, Vietnam is expected to continue harmonizing its business law with international standards, especially under commitments to free trade agreements such as the CPTPP and EVFTA. Regulatory authorities are likely to enhance digital governance, corporate transparency, and enforcement of anti-corruption and data protection laws, signaling an evolving and increasingly robust legal environment for both domestic and foreign investors.

Corporate Formation: New Rules and Procedures

Vietnam’s business landscape continues to evolve rapidly as the government implements reforms to modernize corporate formation rules and procedures. The Law on Enterprises (amended in 2020, effective from January 2021) remains the primary legislative framework, but further adjustments and digitalization initiatives are anticipated through 2025 to enhance transparency, reduce administrative burdens, and attract foreign investment.

A significant change in recent years is the streamlining of business registration processes. Entrepreneurs now complete company establishment procedures online via the National Business Registration Portal, managed by the Ministry of Planning and Investment. The portal enables submission of documents, receipt of enterprise codes, and public disclosure of company information, reducing average registration time to three working days.

The Law on Enterprises has also introduced clearer definitions of company types, simplified requirements for founding members, and lifted certain restrictions on foreign ownership for most sectors, subject to conditions under the Law on Investment. However, specialized sectors such as banking, telecommunication, and logistics still require additional licensing and may maintain caps on foreign participation, regulated by respective sectoral authorities.

Key compliance developments for 2025 include mandatory electronic tax registration and reporting via the General Department of Taxation platform, and increased scrutiny of beneficial ownership disclosures to counter money laundering, as directed by the State Bank of Vietnam. Companies must also adhere to evolving regulations on data privacy and cybersecurity, especially those handling sensitive or cross-border data, under the oversight of the Ministry of Information and Communications.

Statistics from the General Statistics Office of Vietnam indicate record-high business registrations in 2023–2024, with over 150,000 new enterprises formed annually. The government projects this upward trend will continue through 2025, fueled by digital transformation and foreign direct investment incentives.

Looking ahead, the government is drafting further amendments to the Law on Enterprises and relevant decrees to address emerging business models, clarify e-signature regulations, and facilitate cross-border investment. Foreign investors are advised to monitor sector-specific rules and assess compliance requirements closely, as regulatory enforcement is expected to tighten in line with Vietnam’s commitments under free trade agreements and anti-corruption initiatives.

Foreign Investment Laws: Opportunities and Restrictions

Vietnam has emerged as a dynamic destination for foreign direct investment (FDI), underpinned by a continually evolving legal framework. The Law on Investment (amended in 2020 and effective from January 1, 2021) and the Law on Enterprises (amended in 2020) form the cornerstone of Vietnam’s foreign investment regime. These laws provide the basis for the rights, obligations, and procedures applicable to foreign investors and are expected to remain fundamental through 2025 and beyond. The Government routinely issues detailed decrees and circulars to guide the implementation of these laws, with recent updates reflecting Vietnam’s commitments under free trade agreements and efforts to streamline investment procedures.

Key opportunities for foreign investors include Vietnam’s participation in major trade agreements such as the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) and the EU-Vietnam Free Trade Agreement (EVFTA). These treaties have reduced market access barriers and expanded sectors open to foreign capital. In 2023, Vietnam attracted over USD 36.6 billion in FDI, a notable increase compared to previous years, reflecting strong investor confidence and further liberalization of market entry conditions (Ministry of Planning and Investment).

Nevertheless, restrictions persist in certain sectors. The 2020 Law on Investment maintains a “negative list” of prohibited and conditional business lines, which is periodically updated by the Government. Sectors such as national defense, public security, and certain banking and telecommunications activities remain subject to foreign ownership caps or require special approval. Conditional sectors—such as education, healthcare, and logistics—often require satisfaction of additional licensing requirements or compliance with equity limitations (Ministry of Justice).

Compliance remains a critical aspect. Foreign investors must adhere to licensing, reporting, and tax obligations. The implementation of the new Law on Tax Administration (effective from July 2020) has modernized tax compliance, introducing stricter registration, reporting, and anti-avoidance rules—an area of heightened scrutiny for multinational corporations (General Department of Taxation). Additionally, Vietnam has enhanced its anti-money laundering regime and strengthened corporate governance standards, especially for public companies (State Securities Commission of Vietnam).

Looking ahead to 2025 and beyond, Vietnam is expected to continue opening its market while balancing national security and public interests. Regulatory reforms and digitalization of administrative procedures are anticipated, making compliance more transparent and efficient. However, foreign investors must remain vigilant regarding sector-specific restrictions and evolving compliance requirements, as regulatory enforcement is likely to intensify with Vietnam’s deeper global integration.

Taxation and Compliance: What’s Changing for Businesses

Vietnam’s business law landscape is experiencing significant developments in taxation and compliance as the country aligns itself with global standards and addresses domestic economic goals. As of 2025, businesses operating in Vietnam must navigate a dynamic regulatory environment shaped by new tax policies, digitalization of tax administration, and heightened enforcement of compliance requirements.

One of the most consequential changes is the implementation of the global minimum tax under the OECD’s Pillar Two framework, which Vietnam has committed to enforce from 2024. This imposes a minimum 15% tax rate on multinational companies with consolidated revenues above €750 million, affecting numerous foreign-invested enterprises in Vietnam. Authorities have clarified that eligible enterprises must submit detailed filings on their effective tax rates and may be subject to “top-up” taxes in case of shortfalls, with compliance monitored by the Ministry of Finance. To safeguard investment incentives, the government is also considering supplementary domestic tax credits and other investment support measures.

Vietnam’s tax administration is undergoing rapid digital transformation. The rollout of e-invoicing became mandatory for all businesses in 2022, and ongoing enhancements to the General Department of Taxation’s online portals have streamlined tax filing, payment, and refund processes. The government has set ambitious targets for 100% of tax declarations and payments to be conducted electronically by 2025, reducing administrative burdens and improving transparency. Real-time data analytics are increasingly deployed to flag non-compliance and tax evasion, with enforcement actions intensifying in recent years.

In terms of compliance, the introduction of the 2020 Law on Enterprises and the 2020 Law on Investment—both of which continue to be actively enforced—has placed new obligations on corporate governance, disclosure, and reporting. For instance, companies must maintain up-to-date information with the National Business Registration Portal and comply with expanded anti-money laundering and anti-corruption rules. The Ministry of Justice and other regulators are also stepping up audits and inspections, particularly for sectors such as real estate, fintech, and cross-border e-commerce.

Looking forward, businesses should expect further regulatory tightening, especially as Vietnam seeks to enhance its investment climate and fulfill commitments under international trade agreements. Key priorities for 2025 and beyond include aligning local tax rules with international best practices, advancing digital compliance infrastructure, and increasing penalties for non-compliance. Companies are advised to closely monitor updates from the Ministry of Justice and Ministry of Finance, and proactively adapt their internal controls to the evolving legal environment.

Labor Law Reforms: Workforce Management in the New Era

Vietnam’s labor law landscape has experienced significant transformation in recent years, culminating in the implementation of the revised Labor Code, effective from January 1, 2021. This legislation continues to shape workforce management practices as businesses adapt to a modern, competitive environment. The new Labor Code introduced key updates in employment contracts, collective bargaining, working hours, retirement age, and dispute resolution, all of which remain highly relevant in 2025.

A pivotal reform is the expansion of permissible contract types, including recognition of electronic labor contracts, aligning with the nation’s digitalization agenda. The law also clarifies the rights and obligations for both fixed-term and indefinite-term contracts, providing greater flexibility for employers and employees. Enhanced protections for employee representatives and the establishment of independent employee organizations outside the traditional trade union system have broadened avenues for labor dialogue and dispute settlement. These changes are intended to foster fairer labor relations and support Vietnam’s commitments under international trade agreements, such as the CPTPP and EVFTA (Ministry of Justice).

Working hours and overtime regulations have seen noteworthy adjustments. The statutory maximum of 40 regular working hours per week remains, but permissible overtime has been increased to 40 hours per month and up to 300 hours per year under specific circumstances, catering to sectors with seasonal or export-oriented demand. Employers are required to ensure compliance with occupational safety and health standards, with stricter penalties for violations. The minimum wage is adjusted annually, with regional variations reflecting local living costs; in 2024, minimum wage increases averaged 6%, and further adjustments are anticipated in 2025 (Ministry of Labour, Invalids and Social Affairs).

Another significant reform is the gradual increase in retirement age, set to reach 62 for men and 60 for women by 2028, in line with demographic trends and social insurance sustainability goals. Enterprises must carefully manage workforce planning and succession as these thresholds rise. In addition, the law introduces greater obligations for businesses to prevent workplace harassment and discrimination, reinforcing corporate social responsibility and international best practices (Supreme People’s Procuracy of Vietnam).

Looking forward, compliance with labor laws remains a critical concern for both domestic and foreign-invested enterprises. The government continues to enhance inspection mechanisms and digital reporting requirements, with increased scrutiny on labor contract management, wage payment, and social insurance contributions. As Vietnam positions itself as a regional manufacturing hub and FDI destination, robust labor law compliance will be essential for sustainable business growth and risk mitigation through 2025 and beyond.

Contract Law and Dispute Resolution Mechanisms

Vietnam’s contract law framework is principally governed by the Civil Code 2015, which provides comprehensive rules on contract formation, validity, performance, termination, and remedies in the event of breach. Supplementing the Civil Code, sector-specific regulations—such as the Law on Commerce 2005 and guiding decrees—address commercial contracts, particularly those involving goods and services between businesses. As Vietnam continues its integration into regional and global markets, the government regularly updates legal instruments to align with international standards, most recently through the ratification and implementation of treaties such as the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) and the EU-Vietnam Free Trade Agreement (EVFTA) Ministry of Justice of Vietnam.

Key requirements for contract validity in 2025 include mutual consent, legal purpose, capacity of parties, and compliance with form requirements stipulated for certain contracts (e.g., real estate, technology transfer). Electronic contracts and signatures are expressly recognized under the Law on E-Transactions 2005, amended in 2023, supporting Vietnam’s digital business environment Ministry of Information and Communications.

Dispute resolution in Vietnam offers several mechanisms:

• Court litigation: The People’s Courts handle commercial disputes according to the Civil Procedure Code. The introduction of online court hearings in 2023 has enhanced access and efficiency, with the Supreme People’s Court reporting an increase in commercial case filings and a reduction in average resolution time Supreme People's Court of Vietnam.
• Arbitration: Commercial arbitration is governed by the Law on Commercial Arbitration 2010. The Vietnam International Arbitration Centre (VIAC) remains the leading institution, handling over 300 cases annually as of 2024, with a growing proportion of cross-border disputes Vietnam International Arbitration Centre.
• Mediation: Recent years have seen a push for alternative dispute resolution (ADR), with the Law on Commercial Mediation 2017 encouraging parties to settle disputes amicably before resorting to litigation or arbitration.

Vietnam is also a signatory to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, ensuring that foreign arbitral awards are generally recognized and enforced by Vietnamese courts, provided certain procedural conditions are met Ministry of Justice of Vietnam.

Looking ahead, the government’s ongoing legal reforms, digitalization of procedures, and court capacity-building initiatives are set to further improve contract enforcement and dispute resolution efficiency over 2025–2027. Businesses are advised to ensure robust contract drafting and carefully consider dispute resolution clauses to mitigate risks in Vietnam’s evolving regulatory landscape.

Intellectual Property Protection: Current Requirements and Risks

Vietnam’s framework for intellectual property (IP) protection has undergone significant changes in recent years, spurred by commitments under international agreements such as the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) and the EU-Vietnam Free Trade Agreement (EVFTA). The most recent substantive amendments to Vietnam’s Law on Intellectual Property took effect on January 1, 2023, introducing stricter rules and broader enforcement measures that will shape compliance through 2025 and beyond.

Key requirements now include mandatory electronic filing for IP applications, enhanced protection for well-known trademarks, and new mechanisms for the recognition and enforcement of geographical indications. The threshold for copyright registration remains low, but the evidentiary burden in infringement cases has increased, with courts requiring clearer proof of ownership and infringement. Notably, the amendments provide for expanded administrative penalties and greater cooperation between the National Office of Intellectual Property (NOIP), customs, and market surveillance authorities to combat counterfeiting.

Despite progress, Vietnam continues to face significant risks regarding IP enforcement. According to the Office of the United States Trade Representative, Vietnam remains on the Watch List for IP protection, with persistent issues in copyright piracy, trademark counterfeiting, and the adequacy of criminal penalties. In 2023, the Ministry of Justice reported over 2,000 IP infringement cases, with administrative remedies far outnumbering civil or criminal actions.

For businesses, compliance in 2025 requires robust internal IP management systems, timely registration of rights, and proactive monitoring of the market. Foreign investors in particular must be vigilant due to the first-to-file principle and the risk of third-party bad-faith registrations. Companies should also be prepared for increased scrutiny regarding the authenticity of products and the observance of local labeling and packaging regulations set by the General Department of Vietnam Customs.

Looking ahead, Vietnam is expected to continue harmonizing its IP regime with global standards, driven by further implementation of international treaties and increased foreign investment. The ongoing digital transformation may exacerbate cyber-IP risks, but also presents opportunities for streamlined enforcement. Strengthening the judicial system’s expertise and further public-private cooperation on enforcement are likely to be key trends through the next several years.

Sector-Specific Regulations: Hotspots for 2025–2030

Vietnam’s evolving business environment is marked by rapid regulatory changes, particularly in sectors critical to economic modernization and global integration. From 2025 to 2030, sector-specific regulations will be central to shaping compliance requirements, investment strategies, and operational risks for domestic and foreign enterprises.

Banking and Fintech: The State Bank of Vietnam (SBV) is actively modernizing the regulatory framework for digital banking, payment intermediaries, and fintech sandboxes. Circular No. 16/2021/TT-NHNN and Decision No. 2618/QD-NHNN have laid groundwork for pilot fintech projects, with further updates anticipated to address digital assets, cybersecurity, and anti-money laundering (AML) obligations. The SBV’s National Digital Transformation Program targets 80% of banking operations to be digitalized by 2025, signaling continued regulatory momentum and compliance scrutiny for technology-driven financial services (State Bank of Vietnam).

Data Protection and Cybersecurity: The Law on Protection of Personal Data (2023) and Decree No. 13/2023/ND-CP, effective from July 2023, require all businesses in Vietnam to implement robust data protection measures, appoint Data Protection Officers, and conduct impact assessments. Sectors handling large volumes of sensitive data—such as e-commerce, healthcare, and telecommunications—must ensure strict compliance or face fines and operational restrictions. The Ministry of Public Security (MPS) is expected to issue further guidance and ramp up enforcement actions through 2030 (Ministry of Public Security).

Renewable Energy and Environmental Regulations: The Power Development Plan VIII (PDP8) prioritizes renewable energy, aiming for renewables to account for 47% of power capacity by 2030. Investors and operators in solar, wind, and LNG must comply with new licensing, land use, and grid connection requirements. The Law on Environmental Protection (2020) and related decrees mandate environmental impact assessments and new reporting duties, particularly for large-scale and foreign-invested projects (Ministry of Industry and Trade; Ministry of Natural Resources and Environment).

Manufacturing and Trade: The Ministry of Industry and Trade is updating sectoral technical standards, origin regulations, and customs procedures to align with CPTPP, EVFTA, and RCEP commitments. By 2025, stricter rules on product safety, labeling, and conformity assessment will apply, especially in electronics, food, and consumer goods. Companies must monitor evolving guidance and prepare for increasing audits and import/export checks (Ministry of Industry and Trade).

Outlook: Vietnam’s drive for international integration and sustainable development will keep sector-specific regulations in flux. Businesses must invest in compliance systems, legal monitoring, and staff training to adapt to a more complex and enforcement-focused regulatory landscape from 2025 onward.

Future Outlook: Predicted Trends and Strategic Considerations

Vietnam’s business law landscape is poised for significant evolution through 2025 and beyond, driven by ongoing regulatory reform, increased global integration, and the government’s commitment to digital transformation. Several predicted trends and strategic considerations are shaping the future for both domestic and foreign enterprises operating in the country.

1. Regulatory Modernization and Compliance
Vietnam continues to refine its legal framework to align with international standards and facilitate business activities. The government is pushing forward amendments to the Law on Enterprises and the Law on Investment, with a focus on clarifying investment conditions, streamlining business registration, and enhancing investor protections. The Ministry of Justice regularly updates on legal modernization initiatives, emphasizing transparency and predictability.

2. Increasing Emphasis on ESG and Sustainability
Environmental, Social, and Governance (ESG) considerations are gaining traction. Regulatory agencies are drafting stricter requirements around corporate social responsibility, environmental protection, and green investments. The State Bank of Vietnam is piloting green credit policies, while the government is implementing its National Green Growth Strategy (2021–2030), impacting compliance obligations for businesses across sectors.

3. Digital Economy and Data Protection
The acceleration of digital transformation is prompting new regulations on e-commerce, cybersecurity, and data privacy. The Ministry of Information and Communications continues to enforce the Law on Cybersecurity, with new decrees expected to clarify data localization and cross-border data transfer requirements. Businesses must prioritize compliance with evolving digital laws to avoid penalties and maintain market access.

4. Foreign Investment and Trade Agreements
Vietnam’s participation in agreements such as the CPTPP and EVFTA is shaping business law, opening new markets and requiring legal convergence with international practices. The Ministry of Planning and Investment reports that in 2023, total registered FDI reached USD 36.6 billion, with further growth anticipated as Vietnam enhances its investment environment and dispute resolution mechanisms.

Outlook and Strategic Considerations
Looking ahead, businesses should closely monitor regulatory updates, prioritize compliance systems, and invest in legal risk management—particularly regarding ESG, data protection, and sector-specific reforms. Proactive engagement with Vietnam’s evolving legal framework will be crucial for sustainable success in the coming years.

Sources & References

• Ministry of Justice
• Ministry of Planning and Investment
• Ministry of Justice
• Ministry of Planning and Investment
• State Securities Commission
• Ministry of Information and Communications
• Vietnam Chamber of Commerce and Industry
• State Bank of Vietnam
• Ministry of Finance
• Ministry of Labour, Invalids and Social Affairs
• Vietnam International Arbitration Centre
• General Department of Vietnam Customs
• State Bank of Vietnam
• Ministry of Public Security
• Ministry of Industry and Trade