1. Minerals

The National Assembly recently adopted Law No. 147/2025/QH15 (“Law 147/2025”) to amend the Law on Geology and Minerals No. 54/2024/QH15 dated 29 November 2024 (“Law on Geology and Minerals”). The Government also issued Decree No. 21/2026/ND-CP (“Decree 21”) to amend Decree No. 193/2025/ND-CP implementing the Law on Geology and Minerals.

Law 147/2025 which became effective on 1 January 2026, and Decree 21 which became effective on 16 January 2026 contain some key amendments below.

Priority to apply for mining licences

Under Article 48 of Law on Geology and Minerals, organisations or individuals exploring minerals shall hold priority to apply for a mining licence for natural resources and mineral reserves recognised by the competent agency within 36 months from the date of recognition. Law 147/2025 maintains the 36-month period for Group I and Group II-minerals while shortening the priority period to 18 months for Group III-minerals.

Additionally, Law 147/2025 supplements Article 73.2a of Law on Geology and Minerals, which grants organisations or individuals that conduct surveys and general assessments of Group IV-minerals for the supply of special projects (such as State funded projects, nationally important projects, or disaster prevention works) a priority right to submit a mining licence application. This priority right must be exercised within 45 days from the expiry of the survey and assessment period.

With respect to the priority rights of mineral exploration entities under Article 48 above, Decree 21 introduces a new provision addressing situations where an organisation or individual has submitted a complete and timely application dossier in accordance with legal requirements and the requests of the competent authority, but the application has not yet been processed due to, among others, force majeure events or delays by the competent authorities. In such cases, the above priority period will be correspondingly extended to account for the delay in the processing of the application dossier.

Management of rare earth minerals

Law 147/2025 recognises rare earth as strategic and important minerals, and allows only enterprises and organisations designated or licensed by the State to explore, mine, process and use rare earth. The conditions and procedures for granting licences to explore, mine or process rare earth minerals are provided in Decree 21. Prior to granting such licences, the Ministry of Agriculture and Environment must obtain an approval from the Prime Minister.

Law 147/2025 and Decree 21 prohibit the export of crude rare earth minerals and rare earth minerals that have not met the deep-processing standard prescribed by the Ministry of Industry and Trade. Only rare earth products that have undergone deep processing and are included in the export list issued by the Prime Minister are permitted to be exported.

Areas not subject to auction of mining rights

Law 147/2025 provides new criteria for delineation of areas not subject to auction of mining rights, specifically:

• Areas to be delineated to ensure energy security, national defence and security, effective use of strategic and important minerals;
• Areas containing minerals which are intended to supply materials for public investment projects, PPP projects, national important projects, socio-economic development projects/works approved by the provincial People’s Committees, urgent construction works, and works for disaster prevention and control;
• Areas containing limestone and clay stone used as materials for cement production and minerals being cement additives determined in the Group II-mineral planning; areas containing minerals which have been determined in the mineral planning or the provincial planning as the sources of raw materials for currently operating mineral processing factories;
• Areas for which mineral exploration results have been recognised and which satisfy the conditions for granting mining licences;
• Areas which have been granted with exploration licences and mining licences; areas which satisfy the conditions for extension, re-grant, adjustment or renewal of these licences; and
• The cases stipulated in Article 4.2(dd) of Law on Geology and Minerals.

Authority to grant licences

Law 147/2025 amends the authority to grant exploration licences and mining licences. Accordingly, the Minister of Agriculture and Environment shall grant exploration licences and mining licences for Group I-minerals; exploration licences and mining licences in sea areas located outside the administrative boundaries of provinces. The Chairperson of provincial People’s Committees shall grant exploration licences and mining licences for Group II and III-minerals; mining licences for Group IV-minerals; exploration licences and mining licences for Group I-minerals in areas with scattered and small amounts of minerals that have been demarcated and publicised by the Ministry of Agriculture and Environment; and salvage mining licences.

2. Equitisation of SOEs

On 12 February 2026, the Government issued Decree No. 57/2026/ND-CP (“Decree 57”) on the restructuring of State capital in enterprises. Decree 57 takes effect from 13 February 2026 and replaces Decree No. 126/2017/ND-CP dated 16 November 2017, as amended (“Decree 126”) on conversion from State-owned enterprises (“SOEs”) and single-member limited liability companies with 100% of charter capital invested by SOEs into joint stock company. It also replaces most of the provisions of Decree No. 23/2022/ND-CP dated 5 April 2022 regarding the establishment, reorganisation, ownership conversion, and transfer of rights to represent State capital owner in wholly SOEs.

Decree 57 provides guidance on the implementation of the new Law on Management and Investment of State capital in enterprises with respect to (i) equitisation of SOEs, (ii) transfer of State capital in enterprises, (iii) transfer of owner’s representative agency rights, investment projects and assets of enterprises, and (iv) reorganisation of enterprises. This update focuses on some key changes to the SOEs equitisation regime provided by Decree 57.

SOEs subject to equitisation

Under Decree 57, SOEs subject to equitisation are enterprises in which the State holds 100% of the charter capital which fall into the following cases:

• the parent company of a state economic group or the parent company of a state corporation;
• the parent company within a parent–subsidiary corporate group; and
• an independent single-member limited liability company wholly owned by the State.

Notably, Decree 57 expressly identifies in Annex III a list of 20 SOEs subject to equitisation (including, among others, Vietnam Airlines, Viettel, VNPT, Petrolimex, EVN, State Capital Investment Corporation (SCIC), Vietnam Maritime Corporation (VIMC), Vietnam Railways Corporation (VNR), Airports Corporation of Vietnam (ACV), Vietnam Expressway Corporation (VEC)) and further assigns the Prime Minister the authority to decide on the implementation of equitisation of these enterprises.

Requirements for strategic investors acquiring shares in equitised SOEs

Decree 57 retains the requirements for strategic investors under Decree 126, and additionally requires that strategic investors have governance and technology capabilities and have been operating for at least 3 years in the field of operation of the SOE undergoing equitisation. In addition, strategic investors must satisfy other criteria set by the owner’s representative agency in accordance with the strategy and business direction of the enterprise after equitisation.

Enterprise valuation

Decree 57 provides that the valuation advisory organisation may determine and apply an appropriate enterprise valuation method based on the specific characteristics of the enterprise’s operations, subject to compliance with applicable laws and ensuring objectivity, transparency, and maximisation of the State’s interests. This replaces the previous requirement under Decree 126 that at least two different enterprise valuation methods must be applied.

Also, there exist some main changes to the value of land use rights under Decree 57, including, among other things, new principles of determination of the value of land that has been leased in the form of annual rental payment, and a requirement that an SOE undergoing equitisation does not convert the use purposes of land areas currently being managed or used by that SOE during the equitisation process.

In addition, Decree 57 introduces an additional basis for determining the value of business advantages of an SOE, which apart from the value of its commercial brand and its potential for development may also include the value of intangible assets (e.g., advantages in exploiting mineral resources and raw materials, project development rights, and rights to manage and operate industrial park infrastructure projects).

Initial share sale methods

Previously, under Decree 126, an initial share sale could be conducted through public auction, underwriting issuance, direct agreement, or booking building. However, under Decree 57, initial share sale may now only be conducted by public auction or direct agreement.

Policy on the sale of shares to employees

Decree 57 provides two notable changes to the policy on employee share purchase during equitisation. Firstly, Decree 57 caps the total value of shares sold at preferential prices to employees (calculated at par value) so that it must not exceed the enterprise’s equity value recorded in the accounting books at the time of enterprise valuation. Secondly, the number of additional shares that employees may purchase based on their commitment to continue working for the enterprise is now determined according to the committed working period but capped by the remaining period until the employee reaches the statutory retirement age under the Labour Law.

3. Quality of goods

On 23 January 2026, the Government issued Decree No. 37/2026/ND-CP (“Decree 37”) implementing the Law on Quality of Products and Goods, as amended (“Law on QPG”).

Decree 37 took effect from the date of its signing. Under Decree 37, Decree No. 132/2008/ND-CP dated 31 December 2028, which previously provided detailed provisions for the implementation of certain articles of the Law on QPG, as amended (“Decree 132”), will cease to be effective as from 1 July 2026, save for certain provisions that were terminated upon the entry into force of Decree 37. In addition, Decree No. 43/2017/ND-CP dated 14 April 2017 on goods labelling, as amended (“Decree 43”), ceased to be effective from the effective date of Decree 37.  Below are some notable changes to Decree 37.

Determining the level of risk of products and goods

Under the Law on QPG, products and goods are classified as low-risk, medium-risk or high-risk. The line ministries (i.e. the Ministry of Industry and Trade, the Ministry of Health, etc.) have to comply with the specified principles when determining the level of risk of products and goods. Decree 37 requires the line ministries to, based on the principles, methods, and procedures for determining risk levels under this Decree, (i) promulgate detailed lists of high-risk and medium-risk products and goods (enclosing HS Code in compliance with the Vietnamese import, export nomenclature) that fall under their management scope, and those lists will become effective as of 01 July 2026 and (ii) promulgate or amend, supplement the national technical regulations (NTRs) applicable to products and goods specified in these lists.

Decree 37 provides a transitional period of 6 months starting on 23 January 2026 to assist the transition from the old regulations to the new regulations. In the transitional period, the management of goods quality complies with the existing NTRs, relevant existing laws and the applicable list of products and goods.

Declaration of conformity for domestically produced products

Producers must declare conformity with the relevant NTRs for high-risk and medium-risk products. The declaration of conformity shall be detailed in the relevant NTRs and based on (i) certification of NTR conformity conducted by an accredited certifying organisation or self-assessment conducted by producers (applicable to medium-risk products), or (ii) certification of NTR conformity conducted by a designated certifying organisation (applicable to high-risk products).

Safety assessment for new or newly introduced goods and products

High-risk or medium-risk goods and products with novel characteristics not yet regulated under relevant NTRs, or goods and products introduced for the first time to the Vietnamese market that may pose potential safety risks, must, prior to being put into circulation, be assessed and demonstrated to ensure safety for humans, animals, plants, property, and the environment by the producers.

The line ministries shall receive and evaluate the safety assessment dossier and may conduct additional inspection or testing, if necessary, to conclude on the safety of the goods and products. Such goods and products may only be circulated in the Vietnamese market after obtaining written approval from the line ministries.

Management on quality of imported goods

Importers must comply with the requirements on goods quality set out in Article 34 of the Law on QPG and Decree 37 before putting the goods into circulation.

For imported medium-risk goods, before putting into circulation, importers are not required to conduct quality inspections upon import but must declare NTR conformity (except in the case provided under Article 86.5 of Decree 37) or conduct quality management measures specified by other laws in accordance with the principle set out in Article 48.2 of the Law on Standards and Technical Regulations (as amended).

For imported high-risk goods, importers must register for quality inspection with the inspection agency under the line ministry (except in (i) the case provided under Article 86.1 of Decree 37, or (ii) the case where the goods have already been granted a circulation certificate or are subject to specific quality management measures under the applicable sectoral legislation, in which quality inspection will be conducted in accordance with such sector-specific regulations). The procedures and requirements that importers must fulfil to obtain a notice on satisfaction of quality requirements for imported goods from the relevant inspection agency are detailed in Decree 37. 

Certain imported high-risk goods are exempted from quality inspection which include, among others: goods which are temporarily imported for re-export and not consumed in Vietnam; raw materials for production of goods for domestic consumption in case the goods are subject to quality management under the relevant NTRs; re-imported goods for repair or reprocessing at the request of foreign partners; and goods exported or imported on the spot. Nonetheless, quality inspection exemption does not apply where: (i) there is a warning from the Vietnam’s competent authority or the relevant international organisation that imported goods are unsafe, (ii) imported goods fall into the list of goods subject to special control issued by the relevant ministries, or (iii) imported goods are subject to quality inspection as required by specialised laws.

Goods labels

Except certain types of goods provided in Article 35.2 of Decree 37, this Decree  largely maintains the goods labelling requirements previously set out in Decree 43 for goods circulated in Vietnam, exported goods and imported goods, including compulsory information (such as name and origin of goods, name and address of the entity responsible for goods, etc.) and other information to be appeared on labels, colour, position and size of labels, language used on labels, supplementary labels, and responsibility for goods labelling. The labels of goods must not contain images or items relating to disputes regarding sovereignty or other sensitive matters which may adversely impact on security, politics, the economy, society, external relations and fine customs of Vietnam.

Decree 37 introduces a new framework permitting business entities to use electronic labels for their goods. This mechanism, however, does not apply to the original labels of imported goods or to products for which specialised legislation requires the use of physical labels.

Notwithstanding the above flexibility, Decree 37 imposes stricter requirements for high-risk and medium-risk goods. In such cases, business entities must show the following compulsory information on physical labels: name of goods,  name and address of the entity responsible for goods, origin of goods, and a warning statement. Business entities using electronic labels are responsible for ensuring that the entire content of the published electronic labels is stored for a minimum of 12 months from the product’s expiration date.

Electronic labels must satisfy the technical requirements set out in Decree 37 and must be directly affixed to goods or affixed to their packages with clear instructions for customers.

For the goods that were labelled in accordance with Decree 43/2017/ND-CP, such goods shall keep being used and/or circulated until their expiry date. For the labels that were produced or printed prior to the effective date of Decree 37, such labels are permitted to be used, but not exceeding 02 years from 23 January 2026.

4. Amending Decrees on houses and real estate business

On 9 February 2026, the Government issued Decree No. 54/2026/ND-CP (“Decree 54”) amending Decrees on houses and real estate business.

With effect from its signing date, Decree 54 makes certain amendments to, among others, Decree No. 96/2024/ND-CP guiding the Law on Real Estate Business (“Decree 96”), Decree No. 95/2024/ND-CP guiding the Law on Housing (“Decree 95”), Decree No. 98/2024/ND-CP regarding the reconstruction of apartment buildings (“Decree 98”), and Decree No. 100/2024/ND-CP regarding development and management of social houses (as amended) (“Decree 100”). Below are some key changes of Decree 54.

Under Decree 95, the Ministry of Defence and the Ministry of Public Security are obliged to identify national defence and security areas in each locality to provide a basis for the provincial People’s Committee to determine and publish the list of residential housing projects in which foreign organisations and individuals are permitted to own houses. In case the said list is not published yet, Decree 54 now gives developers who wish to sell houses to foreign organisations and individuals the option to submit a written request for opinions from the Ministries of Defence and Public Security when carrying out procedures for investment policy approval or when carrying out procedures for notification of off-plan houses that are eligible for sale or lease-purchase. If the developer has not obtained the above opinions in advance, when reviewing the notification of eligibility for the sale of off-plan housing submitted by the developer, the Department of Construction will be responsible for collecting opinions from the Ministry of National Defence and the Ministry of Public Security as part of the review process.

Regarding the reconstruction of apartment buildings, Decree 54 amends Article 16.1 of Decree 98 to provide that the provincial People’s Committee will set a period during which the agreement on transfer of land use rights between owners of an apartment building and the investor must be reached but prior to the expected time for the relocation and demolition of the apartment building as specified in the plan. Decree 54 also allows the competent authority to organise bidding for the selection of a developer for a project for the reconstruction of an apartment building if the investor failed to reach agreements with all owners of that building.

5. Environmental Protection

On 29 January 2026, the Government issued Decree No. 48/2026/ND-CP (“Decree 48”) amending Decree No. 08/2022/ND-CP dated 10 January 2022 implementing the Law on Environmental Protection, as amended by Decree No. 05/2025/ND-CP dated 5 January 2025. Decree 48 took effect from the date of its signing.

Environmental impact assessment reports

Under Decree 48, the authority to appraise environmental impact assessment (EIA) reports for certain projects has been decentralised from the Ministry of Agriculture and Environment to the Chairpersons of the provincial People’s Committees. Projects now subject to provincial-level EIA appraisal include, among others: (i) public investment and hydropower projects not subject to investment policy approval by the National Assembly or the Prime Minister (except for recycling or solid waste treatment projects); and (ii) crude oil and natural gas exploitation projects. These projects also fall under the authority of the provincial People’s Committee Chairpersons for the issuance of environmental permits, where applicable.

Decree 48 introduces additional guidance on the preparation of environmental impact assessment (EIA) reports for projects implemented in multiple investment phases or structured as multiple component projects. With regard to a project that has been permitted to be divided into component projects, the project owner must prepare an EIA report for each component project subject to EIA requirements. For a project subject to EIA requirements that has investment phases, the project owner may choose to prepare an EIA report for each investment phase or an EIA report for the whole project. In the former case, the EIA report for the subsequent phase must be built upon and update the content of the EIA report conducted for the previous phases of the project.

Environmental permits

Regarding environmental permits for projects specified in Article 39.1(a) of the Law on Environmental Protection, as amended, Decree 48 expands circumstances under which an environmental permits are required, including the following cases:

• (i) projects generating domestic wastewater discharged into the environment must have wastewater treatment where the total discharge volume is from 50 m³/day or more;
• (ii) projects listed in its Annex II (business or service activities likely to cause environmental pollution) which discharge industrial wastewater into the environment, except for livestock breeding and cattle or poultry slaughtering activities, which are addressed separately under item (iii) below;
• other projects (including cattle breeding establishments, and cattle and poultry slaughtering establishments) of which industrial wastewater discharged into the environment is 10 m³/day or more;
• (iv) projects generating both domestic wastewater and industrial wastewater discharged into the environment below the thresholds specified in sections (i) and (iii) above must have wastewater treatment where the combined discharge volume is from 50 m³/day or more; and
• (v) projects generating dust or exhaust gases discharged into the environment must have treatment systems where the total emission flow rate is from 5,000 m³/hour or more.

Restrictions on the import of scrap materials

Decree 48 introduces additional restrictions on the import of scrap materials. In particular, the import of scraps for preliminary processing and subsequent resale is prohibited.  Organisations and individuals may only import scraps for use as production materials for their production establishments to produce products and goods. They are only allowed to import scraps to meet up 80% of the production establishment’s designed production capacity. Decree 48 also prohibits the import of plastic scraps from 31 December 2033 onwards.