Investing in Vietnam: What opportunities and challenges are available to Dutch investors?

In summary: Vietnam is expanding opportunities for Dutch investors in sectors such as high technology, semiconductors, logistics, renewable energy, the green transition, and water resource management. Alongside investment incentives and market access commitments under the EU-Vietnam Free Trade Agreement (“EVFTA”), investors should remain mindful of certain legal challenges, particularly those relating to market access conditions, conditional business lines, labor, taxation, land, and industrial facilities. This article analyzes the key legal opportunities and challenges that Dutch investors should consider before investing in Vietnam.

On 30 July 2026, Deputy Prime Minister Nguyen Van Thang held a working session with the Dutch business community in Amsterdam. During the meeting, the Deputy Prime Minister reaffirmed that Vietnam is proactively opening its market and remains committed to further improving the investment climate to attract high-quality capital inflows from the Netherlands.

In addition, Vietnam has numerous advantages for attracting Dutch investment in sectors that are of particular interest to Dutch investors. These include market access commitments under the EVFTA, investment incentive policies for priority industries, and supportive environmental and infrastructure policies. These developments send positive signals to Dutch investors who are seeking to expand their operations and explore investment opportunities in Vietnam.

However, investment opportunities come hand in hand with legal requirements that investors must carefully consider. In this article, BLawyers Vietnam analyzes the legal opportunities and challenges that Dutch investors should take into account before deciding to enter the Vietnamese market, thereby providing a basis for assessing investment feasibility and developing an appropriate investment strategy.

1. What opportunities does the Vietnamese market offer Dutch investors?

1. Market opening and investment incentives in promising sectors
   Vietnam’s participation in the EVFTA has created significant advantages for Dutch investors through Vietnam’s commitments on tariff reductions, market access for services and investment, and national treatment.
   Vietnamese law also prioritizes investment in high technology, semiconductors, renewable energy and environmental protection. Under the Law on Investment 2025 and Decree No. 96/2026/ND-CP (“Decree 96”), projects involving high-tech research and development; the design, manufacture, packaging and testing of semiconductor chips; renewable energy; green hydrogen and ammonia; waste treatment; and water-supply facilities are eligible for investment incentives. This presents opportunities for Dutch investors with expertise in these sectors.
2. Opportunities arising from infrastructure and logistics development
   Vietnam is accelerating the development of airports, seaports and logistics infrastructure, notably Long Thanh International Airport and the Cai Mep-Thi Vai deep-water port cluster. These transport hubs create opportunities for Dutch businesses, which have recognized strengths in ports, logistics and supply-chain management, to participate in air logistics, warehousing, smart ports and cold-chain operations.
   In addition, the international financial centers in Ho Chi Minh City and Da Nang established under Resolution No. 222/2025/QH15 and Decree No. 323/2025/ND-CP open further opportunities for Dutch businesses in finance, fintech, green finance and investment-support services.
3. Opportunities arising from the green transition
   Vietnam has committed to achieving net-zero emissions by 2050 and is developing mechanisms for the carbon market, clean energy and the circular economy. This creates a promising market for Dutch businesses with expertise in renewable energy, environmental technology, water management, waste treatment and emissions-reduction solutions.
4. A favorable foundation for long-term investment
   The Netherlands is one of the largest EU investors in Vietnam, with companies such as Heineken, Unilever, De Heus and Philips operating and expanding their investments in the country. Vietnam’s political stability, strategic location in Southeast Asia and growing role in high-tech supply chains also provide a favorable foundation for Dutch businesses seeking long-term investment and growth.

2. What challenges could Dutch investors face when entering the Vietnamese market?

Besides the advantages demonstrated in Item 1 above, legal challenges exist. Vietnam’s rapidly evolving legal framework, including changes associated with digital transformation, requires investors to monitor regulatory developments and address potential risks from the market-entry stage to support compliance and sustainable growth.

2.1. Market-access conditions

Before making an investment decision, Dutch investors should identify their proposed business lines and assess the market-access conditions applicable to foreign investors in Vietnam. There are 03 principal scenarios:

1. Situation 1 – Sectors not open to market access: Foreign investors may not invest in these sectors. For example, the service of sending Vietnamese employees to work overseas under contracts is currently not open to foreign investors. Accordingly, a Dutch investor proposing to provide this service cannot implement such an investment project in Vietnam.
2. Situation 2 – Sectors subject to conditional market access: Foreign investors must satisfy applicable conditions relating to matters such as foreign-ownership ratios, investment forms, scope of investment activities, the capacity of the investor or its local partner, and other requirements under Vietnamese law and treaties to which Vietnam is a party.
   For example, for cargo-handling services at seaports, a Dutch investor may invest only through a joint venture, in which its ownership must not exceed 50% of the charter capital.
3. Situation 3 – Sectors without specific foreign market-access conditions: If Vietnam has made no relevant commitment under an applicable treaty and Vietnamese law imposes no market-access condition on foreign investors for the relevant sector, foreign investors are entitled to the same market access as domestic investors.

2.2. Conditional business lines

In addition to market-access conditions specifically applicable to foreign investors, Dutch investors should note that certain business activities are subject to sector-specific conditions. These may take the form of licenses, certificates, professional qualifications, confirmations, approvals or other statutory requirements.

For example, a Dutch investor providing hazardous-waste transportation or treatment services must satisfy the applicable environmental requirements. Before commencing operations, its Vietnamese enterprise may need to obtain an Environmental License under the Law on Environmental Protection 2020, as amended in 2025; employ suitably trained personnel; and, where landfill operations are involved, pay an environmental-protection deposit.

2.3. Employment, social insurance and tax

When investing and doing business in Vietnam, Dutch investors should establish appropriate compliance arrangements for employment, social insurance and tax. Addressing these matters at an early stage can reduce legal risks while improving operating costs and investment efficiency.

1. Employment
   When assigning managers, experts or technical workers from the Netherlands to Vietnam, an enterprise should determine the appropriate working arrangement and duration so that it can complete the relevant procedures, including applying for a Work Permit/Work Permit Exemption, and arranging the appropriate visa and temporary residence card.
   In certain cases, a foreign employee working in Vietnam for fewer than 90 days in a calendar year may be exempt from the Work Permit procedure, although the employer must still submit the prescribed notification. If the proposed assignment exceeds this threshold, the enterprise should prepare the required application in advance to avoid disrupting the implementation, training or technical-supervision schedule of the project.
2. Social insurance
   A foreign citizen working in Vietnam under a definite-term employment contract of at least 12 months with a Vietnam-based employer is generally subject to compulsory social insurance, except in certain excluded cases.
   Dutch investors should therefore correctly identify covered employees, complete registration and make compulsory social-insurance contributions on time. Failure to register, incomplete registration or evasion of compulsory contributions may result in a fine of up to VND75,000,000 (~EUR2,476). The enterprise may also be required to pay the outstanding amount and an additional amount calculated at 0.03% per day based on the evaded amount and the number of days of evasion.
3. Tax obligations
   Depending on their business lines, activities and transactions, enterprises established by Dutch investors in Vietnam may be subject to different taxes, including corporate income tax (“CIT”), value-added tax, export and import duties, and foreign contractor tax. CIT and the availability of tax incentives are among the key matters investors commonly consider during investment planning.

1. 1. Under the Law on Corporate Income Tax 2025, the standard CIT rate is 20%. A 15% rate applies to enterprises with annual total revenue not exceeding VND3 billion (~EUR99,065), while a 17% rate applies to enterprises with annual total revenue exceeding VND3 billion (~EUR99,065) but not exceeding VND50 billion (~EUR1,651,091).
      Notably, foreign-invested enterprises may also qualify for the three-year CIT exemption available to small and medium-sized enterprises. Under Decree No. 20/2026/ND-CP, an enterprise registering its business for the first time and satisfying the statutory criteria for a small or medium-sized enterprise is exempt from CIT for three years. The exemption period runs continuously from the first year in which the enterprise is issued its initial Enterprise Registration Certificate. If the enterprise operates for fewer than 12 months during its first tax period, it may elect to apply the incentive in that period or register to begin applying it from the following tax period.
      This incentive does not apply in certain circumstances, including enterprises newly established through merger, consolidation, division, separation, conversion of ownership or conversion of enterprise type; certain newly established enterprises connected with persons who managed or owned another enterprise; and categories of income excluded under the Law on Corporate Income Tax 2025. If an enterprise concurrently qualifies for more than one tax exemption or reduction, it may elect the most favorable incentive, which must then be applied consistently throughout the incentive period.
   2. Depending on the sector, location, scale and conditions of a project, an enterprise may qualify for preferential CIT rates, exemptions or reductions. The selection of the investment sector and location at the planning stage can therefore directly affect the project’s tax incentives and overall tax costs. For example, an enterprise investing in semiconductors, research and development, high technology or clean energy must assess the sector, location, scale and conditions of the project to determine the incentives available.
   3. Payments by a Vietnamese enterprise to its Dutch parent company or related parties, such as service fees, royalties and interest, should be assessed under Vietnam’s foreign contractor tax and related-party transaction rules, as well as the Agreement for the Avoidance of Double Taxation between Vietnam and the Netherlands.

2.4. Land and factories

For Dutch investors in manufacturing, logistics and energy, the available method of accessing land and factories depends on the type and location of the project and the legal status of the enterprise implementing it under the Law on Land 2024 (“Law on Land 2024”).

The Law on Land 2024 defines a “foreign-invested economic organization” as an economic organization that must satisfy the conditions and carry out the investment procedures applicable to foreign investors under the investment laws when implementing a land-use project. An enterprise with Dutch investment should therefore review its foreign-ownership ratio and ownership structure to determine whether it is subject to the land-use regime applicable to a domestic economic organization or a foreign-invested economic organization.

1. Selecting an appropriate method of accessing land
   Depending on the project, a foreign-invested economic organization may lease land from the State; receive land allocation for a residential project involving houses for sale or for sale in combination with lease; receive a capital contribution in the form of land-use rights; or acquire land-use rights in an industrial park, industrial cluster or high-tech park.
   In practice, many investors sublease land or lease factories in industrial parks. Before signing an agreement, an investor should verify the lessor’s right to lease or sublease, the remaining land-use term, the registered land-use purpose, the legal status of the factory and whether the location is suitable for the proposed project. A site that is commercially attractive but does not satisfy these requirements may affect project licensing and implementation.
2. Considering the method of paying land rent
   An enterprise’s rights in relation to land depend significantly on how land rent is paid. If land rent is paid annually, the enterprise may not mortgage the land-use right and may mortgage only its own assets attached to the land to a credit institution licensed to operate in Vietnam. It may not transfer the land-use right, but may sell its assets attached to the land together with the lease rights under the land lease agreement if all statutory conditions are satisfied.
3. Other conditions

1. 1. To obtain land allocation, a land lease or permission to change the land-use purpose, an investor implementing an investment project must pay a deposit or provide another form of security and demonstrate sufficient financial capacity to ensure land use in accordance with the project’s schedule.
   2. Annual land rent is stabilized for a five-year cycle and is subsequently adjusted in accordance with the applicable land price table.
   3. If the investor fails to put the land into use for 12 consecutive months or falls 24 months behind the project schedule, an extension of up to 24 months may be available, subject to an additional payment for the extension period. If the land remains unused after the extension expires, the State may recover the land without compensation for the land, assets attached to the land or remaining investment costs.

Legal support from BLawyers Vietnam

The process for Dutch investors investing in Vietnam can give rise to various legal issues concerning market access, investment structures, business conditions, labor, taxation, land, and project implementation. Depending on specific needs and investment sectors, BLawyers Vietnam can assist Dutch investors and enterprises with:

1. Assessing investment conditions and structuring investments in accordance with the proposed business sector, ownership ratio, and investment form;
2. Advising on investment establishment and project implementation procedures, including obtaining Investment Registration Certificates, establishing economic organizations, and securing required licenses;
3. Reviewing business conditions and sector-specific legal requirements, particularly in regulated industries such as logistics, energy, environmental services, and water resource management;
4. Advising on labor, taxation, and social insurance matters throughout recruitment and business operations in Vietnam;
5. Reviewing and advising on land access structures, land lease/sublease arrangements, industrial facilities, and project locations, including legal due diligence of land and land-attached assets; and
6. Assisting with the review and drafting of transaction documents and liaising with government authorities, partners, and other stakeholders during project implementation.

The above is not official advice from BLawyers Vietnam. If you have any questions or suggestions about the above, please contact us at info@blawyersvn.com. BLawyers Vietnam would love to hear from you.

Date: 01 October 2026

Writers: Chau Dang & Trang Le