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One of the notable changes introduced by the Law on Investment 2025 (effective from 1 March 2026) and Decree No. 96/2026/NĐ-CP, which provides detailed guidance for the implementation of certain provisions of the Law on Investment 2025 (effective from 31 March 2026), is that foreign investors are now allowed to choose to establish a company before obtaining an Investment Registration Certificate (IRC). This new regulation is expected to enable investors to enter the Vietnamese market more quickly and enhance flexibility in implementing their business plans. However, in practice, this change should not be viewed merely as an “advantage”, as it may also give rise to significant legal risks if investors fail to properly assess the investment landscape and the specific nature of their projects. In this article, Lexsol provides a comprehensive analysis of the new regulation, compares it with the traditional investment process, and offers practical recommendations for foreign investors.
During the operation of foreign-invested enterprises (FDI) in Vietnam, a common question often arises: when conducting import or export activities, do companies need to register HS codes in their Investment Registration Certificate (IRC) or Enterprise Registration Certificate (ERC)? In practice, many companies encounter difficulties related to this issue, especially those established many years ago when the legal regulations on import, export, and distribution rights were managed differently from the current framework. In a recent case we advised on, an FDI company obtained its Investment Registration Certificate more than 18 years ago. In the old investment license, the licensing authority specifically listed the HS codes of goods that the company was allowed to import. However, when the company later imported several new products, it did not review the HS code list stated in the license. As a result, the shipment was temporarily held by the customs authority because the HS codes of the imported goods were not included in the list recorded in the investment license. This situation raises an important question: is it still necessary to register HS codes in the investment license today?