Major Legal Shifts for Strategic Investors: Highlights of Vietnam’s Law No. 90

On 25 June 2025, during its 9^th session, the 15^th National Assembly of the Socialist Republic of Vietnam officially passed Law No. 90/2025/QH15 (Law No. 90), marking a significant legislative milestone. This law introduces comprehensive amendments to eight foundational laws that govern Vietnam’s economic, investment, fiscal, and public procurement frameworks. The amendments reflect the Vietnamese Government’s ongoing commitment to institutional reform, enhanced legal consistency, and the promotion of innovation and private sector participation - particularly in sectors deemed critical to national development, such as science, technology, and digital infrastructure. Law No. 90 introduces amendments to the following legal instruments:

• Law on Bidding
• Law on Investment in the Form of Public-Private Partnership (PPP)
• Law on Customs
• Law on Value-Added Tax (VAT)
• Law on Export and Import Duties
• Law on Investment
• Law on Public Investment
• Law on Management and Use of Public Property

This Legal Update outlines the notable changes introduced by Law No. 90, with a focus on the amendments to the Law on Bidding, the Law on Investment in the Form of Public-Private Partnership, the Law on Customs, the Law on Value-Added Tax, the Law on Export and Import Duties, and the Law on Investment.

1. Key reforms to the Law on Bidding

1.1. Expanded preferential treatment for bidders 

To align procurement with national innovation goals, Law No. 90 expands the scope of preferential treatment to:

(i) Innovative and high-tech entities, including individuals, start-ups, incubators, innovation centres, R&D organisations, and certified high-tech enterprises formed under high-tech investment projects;

(ii) Bidders promoting social inclusion, such as those employing women, war invalids, persons with disabilities, or ethnic minorities;

(iii) Producers of encouraged high-tech or digital products, or those resulting from national science and technology programs; and

(iv) Investors in science and technology, including certified high-tech enterprises and foreign investors committed to technology transfer to domestic partners.

1.2. New rules for international bidding

To safeguard strategic interests, Law No. 90 imposes cooperation requirements for foreign bidders and restricts bidding in sensitive areas. Foreign subcontractors may participate in domestic bids if no domestic bidder meets technical needs or to support tech transfer.

1.3. New and recognised forms of contractor selection

Law No. 90 formally recognises placement of orders as a selection method — alongside direct appointment, open bidding, and other methods — aligning with real-world project needs.

1.4. Greater flexibility in selecting procurement methods

Contracting authorities may choose open bidding even when a project qualifies for direct appointment or other streamlined methods, improving procedural flexibility and alignment with practical project needs.

1.5. Direct appointment of investors for strategic projects

Law No. 90 introduces direct investor appointment for:

(i) Projects involving proprietary or strategic technologies;

(ii) Expansion of existing infrastructure; and

(iii) Government-prioritised investments serving national interests.

1.6. Broader use of special case investor selection

Investor selection by special mechanisms is expanded to cover:

(i) National security and political mandate projects;

(ii) Innovation and technology projects of national importance; and

(iii) Projects in areas where traditional selection methods are impractical (e.g. border zones).

2. Public-Private Partnership (PPP) Reforms

2.1. Streamlined PPP approval process

Law No. 90 introduces a new exemption allowing certain PPP projects to bypass the requirement for investment policy approval. This change aims to simplify procedures and encourage greater private sector participation. Specifically, PPP projects are exempt from this approval if they:

(i) do not use State capital;

(ii) are in the fields of science, technology, innovation, high technology, or involve technology transfer; or

(iii) are carried out under an operation and maintenance (O&M) contract, or a build-transfer (BT) contract using a land fund-based payment method.

This provision reflects a shift towards a more flexible and open investment framework, particularly in priority sectors such as science, technology, and innovation, in alignment with Vietnam’s sustainable development objectives.

2.2. Clearer rules for domestic vs. foreign investors

Law No. 90:

(i) excludes foreign investors from domestic-only selection processes;

(ii) limits international bidding for projects in sensitive sectors or of smaller scale; and

(iii) requires consultation for projects in restricted or coastal zones.

2.3 Contractual obligations and investor accountability

PPP contracts must now clearly define roles and obligations, particularly when the investor implements the project without a dedicated PPP enterprise.

2.4. Revenue protection for legacy BOT projects

Law No. 90 introduces a mechanism allowing the State to share revenue shortfalls in connection with BOT contracts in the transport sector signed prior to 1 January 2021, subject to the following conditions:

(i) The project has been adversely affected by changes in law or policy, and actual revenue over three consecutive years is less than 75% of the projected revenue, notwithstanding previous contractual adjustments;

(ii) The contract does not currently include a revenue-sharing mechanism;

(iii) Following negotiations, the revised financial plan remains infeasible; and

(iv) The revenue shortfall is confirmed by the State Audit Office.

This mechanism may be applied only once and shall not require any amendment to the approved investment policy or the project itself. The revenue-sharing ratio shall be determined by the Minister of the relevant line ministry or the Chairperson of the provincial People’s Committee, based on Government guidance, and in accordance with the principle that it must not result in any extension of the toll collection or operational period of the transport infrastructure.

3. Customs Law enhancements

3.1. Priority regime for high-tech enterprises

Eligibility for expedited customs procedures now includes:

(i) Enterprises certified in high-tech or strategic digital sectors (e.g. semiconductors, AI); and

(ii) Compliance with electronic customs, tax payment, and internal control standards is mandatory.

3.2. Regulation of on-the-spot imports/exports

Law No. 90 introduces clear rules for on-the-spot import and export transactions — common in global supply chains — to ensure proper customs oversight and compliance with trade regulations. Specifically:

(i) On-the-spot goods are those delivered and received within Vietnam based on instructions from a foreign trader, under contracts such as sale, purchase, processing, leasing, or borrowing between a Vietnamese enterprise and the foreign trader; and

(ii) These goods must complete full customs procedures and remain subject to customs inspection and supervision under the law.

4. Clarification of VAT for Export Goods

Law No. 90 refines the VAT definition of exported goods to include:

(i) Goods sold from Vietnam to foreign buyers and consumed abroad;

(ii) Goods sold to entities in non-tariff zones for export production;

(iii) Goods sold in isolated areas to individuals who have completed exit procedures;

(iv) Goods sold at duty-free shops; and 

(v) On-the-spot exports under the new customs rules.

This aims to align tax and customs regimes and reduce compliance ambiguities.

5. Expanded import duty exemptions

Law No. 90 broadens import duty exemptions to boost science, technology, innovation, and the digital technology sector. Exemptions apply to:

(i) Machinery, equipment, spare parts, specialised materials, and scientific publications used in these sectors;

(ii) Goods forming fixed assets for new or expanded investment projects in these fields;

(iii) Raw materials and components for production and research by certified high-tech enterprises and organisations, exempt for five years from start of operations; and

(iv) Imported materials not yet produced domestically, used in digital technology production and R&D.

Enterprises may enjoy exemptions for up to five years, particularly if certified or recognized as eligible by law.

6. Significant amendments to the Law on Investment

6.1. Broader Investment Incentive Sectors

Law No. 90 broadens investment incentive eligibility to prioritize strategic industries, including, among others:

(i) Digital infrastructure (data centres, cloud, 5G);

(ii) Semiconductor and AI industries;

(iii) High-tech and innovation-based human resource training;

(iv) Public transport and urban infrastructure.

6.2. New categories of entities eligible for special incentives

Law No. 90 adds new categories of entities eligible for special investment incentives, targeting strategic digital technology sectors:

(i) Manufacturing of key digital technology products;

(ii) R&D, design, manufacturing, packaging, and testing of semiconductor chips;

(iii) Construction of artificial intelligence data centres.

To qualify, projects must meet minimum investment thresholds of VND 6,000 billion total capital and disbursement within five years from the Investment Registration Certificate (IRC) or equivalent approval.

6.3. Accelerated process for establishing economic entities

Foreign investors may now establish economic organisations before completing IRC procedures — applicable to strategic projects only.

This new provision represents a significant step in investment procedure reform, particularly for large-scale and pioneering technology projects, aiming to shorten implementation timelines and enhance the attractiveness of high-quality foreign capital inflows.

6.4. Adjustments to conditional business lines

Law No. 90 updates the list of conditional business lines to align with digital transformation priorities:

(i) Added:

(a) Crypto-asset related services; and

(b) Personal data processing services.

(ii) Removed: Urban railway business operations.

The passage of Law No. 90 signifies a major step in modernising Vietnam’s legal landscape to support a technology-driven and innovation-led economy. With a stronger focus on investment facilitation, procurement efficiency, and customs integration, the law positions Vietnam as an increasingly attractive destination for high-quality investment in the digital era.

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