1. New Law on Construction

On 10 December 2025, the National Assembly adopted Law No. 135/2025/QH15 on Construction (the “LOC 2025”). The LOC 2025 will take effect from 1 July 2026 (except for certain provisions effective from 1 January 2026) and replaces the Law on Construction 2014, as amended (the “LOC 2014”). Set out below are some key issues of the LOC 2025.

Classification of investment construction projects

Under the LOC 2025, investment construction projects (projects) are classified based on their scale and importance, investment form, and use functions and purposes.

Based on scale and importance, projects are classified into (a) projects of national importance, (b) projects subject to approval by the National Assembly, and (c) Group A, Group B, Group C projects.

Based on investment form, projects are classified into (a) public investment projects; (b) public-private partnership (PPP) projects; (c) projects using State budget capital, including other State budget capital not falling within the scope of the Law on Public Investment 2024; and (d) business investment projects (projects within the scope of investment laws, and other projects but excluding projects in items (a), (b), (c) above).

The classification of projects based on use functions and purposes will be further specified by the Government.

Construction design

Construction designs include preliminary design, basic design, front-end engineering design (FEED design), technical design, construction drawing design, and other designs (if any).

Construction design may be carried out in one step or multiple steps. For projects with two or more design steps, each subsequent design step must further elaborate the contents of the preceding step. The project owner may adjust the design(s), provided that such adjustment does not change the objectives, scale, or economic-technical requirements of the approved project.

Feasibility Study (FS) reports

Project owners or project preparatory units must prepare an FS report, except for certain cases set forth under the LOC 2025. An FS report contains (i) explanations about the location, land area, capacity scale, feasibility and efficiency of the project; investment capital and sources of capital; the form of project management, proposed component projects (if any); assessment of the project’s impact and other relevant contents; and (ii) the basic design of the project. Depending on the specific conditions of the project, the investment decision-making person may replace the basic design in the FS report with the FEED design or the technical design.

FS reports must be evaluated by the competent authority, or by the investment decision-making person (for business investment projects), to serve as a basis for approval of the project. FS reports of the following projects must be evaluated by the appropriate professional agency for construction: public investment projects; PPP projects; and business investment projects with large-scale or containing works with major effects on community safety and/or public interest. For projects of national importance and projects subject to approval by the National Assembly, the relevant ministry or provincial People’s Committee shall be entitled to set up a council to evaluate the FS reports. Further details on FS report evaluation will be regulated by the Government.

Exemption from construction permit

As compared to the LOC 2014, the LOC 2025 introduces additional circumstances where construction permits are exempted prior to the commencement of the construction works, including: works under projects subject to special investment procedures; works constructed on land areas used for the purposes of defense and security; airports, works at airports and air navigational works. Further, the LOC 2025 amends provisions on exemptions from construction permits for works under projects having FS reports evaluated by a specialized construction authority, works constructed in two provinces or more, and individual houses in rural areas. For avoidance of doubt, notwithstanding the exemption from construction permits, project owners may remain to subject to other applicable requirements as stipulated under the LOC 2025.

Construction contract

Under the LOC 2025, a construction contract is a written agreement between the party awarding the contract and a contractor in relation to the establishment, modification or termination of civil rights and obligations in order to conduct the particular works in construction activities. A construction contract must be executed in the Vietnamese language. If a foreign party is involved, the contract must be made in both Vietnamese and an agreed foreign language.

For public investment projects and PPP projects, if the construction contractor is a consortium, there must be a consortium agreement. All the consortium parties must sign the construction contract, unless otherwise agreed by the parties.

The LOC 2025 introduces provisions on force majeure events and material changes in circumstances in construction activities. Force majeure events include: natural calamity; environmental disaster; fires, epidemic diseases; emergency situations on national security, social safety and defense; strikes, lockout, embargo, blockade; antique discovering and archaeological operations; and other events provided under relevant laws. Material changes in circumstances include: change in law; unforeseen abnormal conditions on geology; and other situations provided under relevant laws. The determination of force majeure events or material changes in circumstances must satisfy the conditions provided under civil laws.

For construction contracts signed before 1 July 2026, the parties may agree to apply the relevant provisions of the LOC 2025 in case of force majeure events or material changes in circumstances. From 1 July 2026 onwards, if a construction contract is under negotiation but has not yet been signed, the parties may negotiate and apply the provisions of the LOC 2025, provided that such application complies with any applicable contractor selection procedures and does not contravene relevant laws.

Compulsory insurance in construction activities

The LOC 2025 provides for three categories of compulsory insurance in construction activities, including:

• Insurance for construction works: Project owners must purchase insurance for construction works in respect of works that have significant impacts on community safety and/or public interest; works that are likely to cause significantly adverse environmental impacts or adverse environmental impacts; and large-scale works with complicated technical requirements. Project owners may authorize contractors to procure insurance for construction works on their behalf.
• Professional liability insurance: Consulting contractors are required to purchase professional indemnity insurance for construction survey and construction design services for works classified as Class II or higher.
• Insurance for employees and civil liability insurance for third parties: Building contractors are required to purchase insurance for employees and civil liability insurance for third parties.

2. Resolution on Land

On 11 December 2025, the National Assembly adopted Resolution No. 254/2025/QH15 (“Resolution 254”) providing for certain mechanisms and policies to resolve impediments and difficulties in the implementation of the Land Law.

Resolution 254 takes effect on 1 January 2026, except for Article 12.3(b) which takes effect on 11 December 2025. In case of any inconsistency between Resolution 254 and other laws, the provisions of this Resolution shall prevail. Following are some key points of Resolution 254.

Land recovery for socio-economic development

Resolution 254 supplements the cases in which the State may recover land for socio-economic development purposes. In particular, the State may recover land from existing land users to implement projects in free trade zones or international financial centers; or create land funds for payment to BT projects, or for lease to investors whose land has been recovered for the purposes of national defense and security or socio-economic development so that they may continue their production and business activities.

In cases where an investor acquires land through agreement with existing land users but fails to complete negotiations with all existing land users within the approved timeline, the provincial People’s Council may consider recovering the land area for which negotiations have not yet been completed and allocating or leasing such land area to the investor if agreements have been reached with over 75% of the total project land area and over 75% of existing land users.

Resolution 254 allows land recovery only after the compensation, support, and resettlement plan has been approved and the resettlement arrangements have been completed. However, these conditions do not apply to certain projects, such as projects of national importance and emergency public investment projects for which the compensation, support and resettlement plan has been publicly posted.

Land lease

Land users who lease land from the State are permitted to choose between an annual rental payment scheme or a lump-sum rental payment scheme, except for the case set forth under Article 30.3 of the Land Law 2024.

For projects using land from land funds managed by State agencies and organizations and subject to annual rental payment, investors are not entitled to switch to the lump-sum rental payment scheme.

Allocation or lease of land by the State without land auction or bidding

Resolution 254 supplements the cases in which land allocation or land lease by the State is not subject to land auction or bidding for investor selection to implement land using projects, namely: (i) land used as payment to BT projects; (ii) projects eligible for land recovery for socio-economic development purposes which do not use State capital and have obtained the investment policy approval and investor approval or investor selection approval in accordance with laws; and (iii) energy projects and tourism projects combined with commercial and service activities in the areas of specially difficult socio-economic conditions.

Sale of assets attached to land in case of land lease with annual rental payment

Economic organizations, individuals, overseas Vietnamese, and foreign-invested economic organizations leasing land from the State under an annual land rental payment scheme may sell assets attached to such land, provided that:

(i) the assets have obtained a construction permit where required by law, or, where no permit is required, have been lawfully formed and do not violate land-use-purpose conversion regulations; and

(ii) the construction works have been completed in accordance with the approved detailed construction planning and the approved investment project (if any).

3. New Law on Tax Administration

On 10 December 2025, the National Assembly adopted the Law No. 108/2025/QH15 on Tax Administration (the “LTA 2025”).

The LTA 2025 will take effect from 1 July 2026, except for certain provisions applicable to business households and business individuals, which take effect from 1 January 2026. The LTA 2025 will replace the Law on Tax Administration 2019, as amended (the “LTA 2019”). Below are some major provisions of the LTA 2025.

Taxpayers

Taxpayers include (i) organizations, family households, business households, individuals and business individuals paying tax and/or other items of revenues to the State budget in accordance with the law; (ii) foreign organizations and individuals conducting business activities in Vietnam or arising income in Vietnam and paying tax pursuant to laws; (iii) foreign organizations and individuals conducting business activities on e-commercial platforms or digital platforms and paying tax pursuant to laws; and (iv) organizations and individuals withholding and paying tax on behalf of another entities.

The tax agency classifies taxpayers in accordance with the criteria prescribed under the LTA 2025 (e.g. the sector of activity, the size of business, turnover, tax law compliance), as further detailed by the Ministry of Finance (MOF). Based on such classification, the tax agency will apply appropriate tax administration measures to each group of taxpayers.

Tax declaration and payment

Taxpayers must declare all items of tax declaration file, submit all documents required to the tax agency, and self-determine their tax payable amounts, unless the tax agency conducts a tax assessment in accordance with the Government’s regulations. Deadlines for tax declaration submission will be regulated by the Government or the MOF (in respect of agricultural land use tax and non-agricultural land use tax.)

Foreign organizations and individuals conducting business activities on e-commercial platforms or digital platforms and other services must directly carry out tax declaration and payment or authorize another entity to do so on their behalf.

The LTA 2025 specifies circumstances under which a taxpayer may submit an additional tax declaration to the previously submitted tax declaration file (such as where such submission is made before the tax agency or another competent agency announcing an examination decision or inspection decision, or where the submitted tax declaration file does not fall within the scope or duration of an announced examination or inspection). Any additional tax declaration must be made within 5 years after the statutory deadline for submission of the original tax declaration.

The currency for tax declaration and payment is Vietnamese Dong, except where tax declaration and payment in foreign currencies are permitted by the Government.  Taxpayers may choose one of the following methods to pay their taxes:

• online payment through the Tax Information Management System; the State Treasury’s Online Public Service System; e-payment systems of payment service providers, intermediary payment service providers and other service providers that are linked, directly or indirectly, with the Tax Information Management System; or
• direct payment at payment service providers, intermediary payment service providers or other service providers that are linked, directly or indirectly, with the Tax Information Management System; competent State agencies; tax agencies; and organizations authorized by the tax agency to collect tax.

Extension of tax payment deadline

Taxpayers may be eligible for an extension of the tax payment deadline in certain cases as prescribed under the LTA 2025 (e.g. suspension of operations to relocate production or business establishment at the request of a competent authority). During the extension period, eligible taxpayers are not subject to late payment charges calculated on their outstanding tax debt.

Other issues

The LTA 2025 introduces principles governing the implementation of the Mutual Agreement Procedure (MAP) and Advance Pricing Agreement (APA). It also contains provisions on e-invoices and vouchers; procedures for tax refunds, tax exemptions and reductions; write-off of tax debts and late payment charges; tax assessment; taxpayer information management; tax examination; tax penalties; tax enforcement measures; and complaints and denunciation relating to tax matters.

Tax amounts eligible for exemption, reduction, or non-collection arising prior to 01 July 2026 shall continue to be dealt with in accordance with the LTA 2019.

4. Law amending the Law on Insurance Business

On 10 December 2025, the National Assembly adopted Law No. 139/2025/QH15 (the “Amending LIB”) to amend a number of articles of the Law on Insurance Business 2022 (“LIB 2022”). The Amending LIB takes effect from 1 January 2026, except for clauses 6 and 8 of Article 2, which will take effect from 1 July 2026.

The Amending LIB introduces amendments to, among other things, the conditions in relation to establishment of insurance enterprises and re-insurance enterprises, conditions prior to operations, criteria for managers and supervisors, and conditions applicable to individual agents. In addition, the Amending LIB abolishes business conditions applicable to auxiliary insurance services.

The Amending LIB allows (i) an Appointed Actuary to concurrently hold the position of the Head of the premium calculation unit at the same organization and (ii) a Chief Accountant to concurrently hold the position of the Head of financial and accounting unit at the same organization.

The Amending LIB also allows notification in writing to the MOF (rather than registration) prior to deployment or change with regard to method and basis of insurance premium calculation for vehicle insurance products, except for civil liability insurance of vehicle owner.

Further, the Amending LIB delays the effective date of provisions on solvency of the LIB 2022 until 1 January 2031 (instead of 1 January 2028). As from 1 January 2028 until 31 December 2030, insurance enterprises, re-insurance enterprises and branches of foreign insurance enterprises in Vietnam shall monitor and control their capital, calculate capital adequacy ratios and prepare capital increase plans according to the regulations issued by the Minister of Finance.

5. Decree guiding the Law on Corporate Income Tax

On 15 December 2025, the Government issued Decree No. 320/2025/ND-CP (“Decree 320”) guiding the Law on Corporate Income Tax 2025 (“CIT Law 2025”).

Decree 320 takes effect from the date of signing and replaces Decree No. 218/2013/ND-CP dated 26 December 2013, as amended (“Decree 218”). Decree 320 applies from the 2025 CIT period. Some notable points of Decree 320 are highlighted below.

Taxable incomes

Taxable incomes include incomes from goods and service production and business activities and other incomes. In addition to other incomes mentioned in the CIT Law 2025, Decree 320 considers the following earnings, among others, as “other incomes”: income from selling waste materials and scrap after deducting costs for collection and costs of sales; refund of import or export duties on goods that have been actually imported or exported; and income earned from domestic capital contribution, share purchase, joint venture or economic co-operation, which is distributed from income before CIT.

Under Decree 320, incomes from capital transfer, transfer of capital contribution rights and securities transfer do not include revenues directly related to issuance of shares and dividends on shares (except for dividends on shares being a type of payable debt), sale of treasury shares, redemption of shares, and other revenues directly related to the increase or reduction of the equity of the enterprise.

Deductible expenses

Except for non-deductible expenses stipulated in Article 10 of Decree 320, enterprises may deduct actual expenses arising related to production and business activities of enterprises and some other actual expenses (as listed in Decree 320), which satisfy the following conditions: (i) the expenses are accompanied by invoices and vouchers as required by law; and (ii) there must be non-cash payment vouchers for payments of VND5 million or more (instead of VND20 million under Decree 218). Non-cash payment vouchers must comply with the law on value-added tax. The requirement on non-cash payment applied from 15 December 2025.

CIT payment based on a percentage of turnover by foreign enterprises

Foreign enterprises falling within the scope specified under Article 2.1(b2), (b3) and (b4) of Decree 320, including (i) foreign enterprises having a permanent establishment (“PE”) and arising taxable income in Vietnam not related to the PE’s operation; (ii) foreign enterprises not having a PE in Vietnam but arising taxable income in Vietnam; and (iii) foreign enterprises having a PE in Vietnam that supply goods and/or services though e-commerce business models or digital platforms and arising taxable income in Vietnam, shall pay CIT based on a percentage of turnover as follows:

• Services: 5%, except for management services of restaurants, hotels, casinos where the rate is 10%. In case of provision of services attached with goods, the rate of goods is 1% or 2% where it is impossible to separate the value of goods from the value of services.
• Supply and distribution of goods by way of import-export on the spot (with some exceptions) or on Incoterms: 1%.
• Royalties: 10%;
• Lease of aircraft, helicopters (including lease of engines and spare parts) or seagoing ships: 2%;
• Lease of drilling rig, machinery, equipment and transport vehicles (except aircraft, helicopters or seagoing ships): 5%;
• Loan interest: 5%;
• Securities transfer, oversea reinsurance: 0.1%;
• Derivative financial services: 2%;
• Capital transfer (except for intra-group restructuring transactions which do not result in a change in the ultimate parent company of the parties involved which directly or indirectly own enterprises in Vietnam, and no income arises): 2%. This provision applied from 15 December 2025.
• Construction, transportation and other activities: 2%

Tax incentives

Enterprises may be entitled to CIT incentives based on preferential sectors and geographical areas specified in the Decree 320. Subject to certain conditions, enterprises may enjoy preferential tax rate of 10%, 15% or 17%, tax exemption and reduction.

Decree 320 also details the application of incentives for new investment projects, expansion investment projects, high-tech enterprises, high-tech agricultural enterprises, science and technology enterprises.

6. Securities

On 15 December 2025, the MOF issued Circular No. 115/2025/TT-BTC (“Circular 115”) amending Circular No. 118/2020/TT-BTC dated 31 December 2020 guiding public offerings, tender offers, redemption of shares, and the registration and deregistration of public companies (“Circular 118”). Circular 115 takes effect from 28 January 2026.

Circular 115 now allows a public company to revise its shares redemption plan that has been reported and disclosed to the public in the events of force majeure (including natural calamity, epidemic, war, and fire) and other cases approved by the General Meeting of Shareholders. Within 24 hours from the issuance of a decision approving such revision, the public company must submit a report on the change to the State Securities Commission (SSC) and disclose information on its website and the information disclosure media of the SSC and the Stock Exchange.

Circular 115 also extends the timeline for completing the sale of treasury shares. Specifically, a public company is required to complete such sale within 20 working days (instead of 10 working days under Circular 118) after the date of reporting to the SSC and public disclosure of the sale.

In addition, Circular 115 revises certain forms issued under Circular 118 and promulgates new forms for (i) public offerings of bonds in Vietnam by international financial institutions and (ii) reports on the results of share offerings to existing shareholders based on their ownership ratios in the case of non-public securities companies.