In Viet Nam, investment projects in several economic activities, and regardless of the investor nationality, are subject to prior approval by the National Assembly, the Prime Minister or the Provincial People’s Committees depending on the project. Foreign investors and majority foreign-invested companies (i.e. majority foreign shareholding) are, nonetheless, subject to discriminatory approval requirement in relation to certain projects.
As of 2021, the range of activities where foreign investors are subject to such a discriminatory cross-sectoral approval mechanism (Prime Minister’s approval or provincial People’s Committees) has been further narrowed: provision of telecommunications services with network infrastructure; afforestation; publication, press; and businesses executed on islands or in border or coastal communes; in other areas affecting national defense and security. Previously, in addition to projects where both foreign and domestic investment projects required prior approval, foreign investment in the following sectors were subject to the Prime Minister’s approval: maritime transportation; telecommunications services with network infrastructure; forestry; publication and press (incl. broadcasting); and establishment of scientific and technological organization or enterprise with one hundred per cent (100%) foreign owned capital.
In addition, contrary to domestic investors, majority foreign-investors are required to obtain an 'investment registration certificate' in order to carry out activities in Viet Nam. Although discriminatory and potentially administrative burdensome to foreign investors, the IRC process is assumed to amount to a simple registration procedure of capital contribution or purchase of shares by the foreign investor, not a proper screening of foreign investment. Therefore, the IRC process is not considered a restriction in the OECD FDIRRI; only the above-mentioned discriminatory project approval requirement is taken into account (recorded in each relevant sector).
"Article 3. Definitions
For the purposes of this Law, the terms below are construed as follows: 
1. Investment policy approval means the competent/authorized State agency approves the objectives, location, scale, schedule and duration/term of project implementation; and the investor or form of investor selection and special mechanisms or policies (if any) in order to implement the investment project […]
10. “market access conditions applied to foreign investors” mean those which must be satisfied by foreign investors to make investment in the List of business lines with prohibited and restricted market access (hereinafter referred to as “the Negative List for Market Access”) specified in Clause 2 Article 9 of this Law. 
11. Investment registration certificate ["IRC"] means a written or electronic document recording information registered by an investor about an investment project. [...]
19. “foreign investor” means an individual holding a foreign nationality or an organization established under foreign laws and carrying our business investment activities in Vietnam.
20. “domestic investor” means an individual holding Vietnamese nationality or a business organization whose members or shareholders are not foreign investors. 
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Article 22. Investment in establishment of a business organization
Every investor shall establish a business organization in accordance with the following regulations:
a/ A domestic investor shall establish a business organization in accordance with regulations of law on enterprises and law corresponding to each type of business organization;
b/ A foreign investor that establishes a business organization shall satisfy market access conditions applied to foreign investors specified in Article 9 of this Law;
c/ Before establishing a business organization, the foreign investor must have an investment project and follow the procedures for issuance or adjustment of an investment registration certificate, except for establishment of a small and medium-sized start-up enterprise and a  startup investment fund in accordance with regulations of the Law on Small and Medium-sized Enterprises.
[...]
Article 23. Conduct of investment activities by foreign-invested business organizations
1. When establishing a business organization, when making investment by contributing capital, purchasing shares or purchasing stakes of a business organization or when making investment under a business cooperation contract in one of the following cases, the foreign investor must satisfy the conditions and follow investment procedures applied to foreign investors:
a/ Over 50% of its charter capital or more is held by a foreign investor(s) or the majority of the general partners are foreigners if the business organization is a partnership;
b/ Over 50% of its charter capital or more is held by a business organization(s) mentioned in Point a of this Clause;
c/ Over 50% of its charter capital or more is held by a foreign investor(s) and a business organization(s) mentioned in Point a of this Clause.
2. Business organizations other than those mentioned in Points a, b and c Clause 1 of this Article shall satisfy conditions and follow investment procedures applied to domestic investors when establishing a business organization, when making investment by contributing capital, purchasing shares or purchasing stakes of a business organization or when making investment under a business cooperation contract.
3. If a foreign-invested business organization that is established in Vietnam has a new investment project, procedures for executing such investment project shall be followed without having to establish a new business organization.
4. The Government shall elaborate procedures for establishing business organizations, and conduct of investment activities by foreign investors and foreign-invested business organizations.
[...]
Article 24. Making investment by contributing capital, purchasing shares or purchasing capital contributions
1. Investors are entitled to contribute capital, purchase shares or purchase stakes of business organizations.
2. Foreign investors making investment by contributing capital, purchasing shares and purchasing stakes of business organizations must:
a/ satisfy market access conditions applied to foreign investors as prescribed in Article 9 of this Law;
b/ ensure national defense and security in accordance with this Law;
c/ comply with regulations of the law on land and conditions for receipt of land use rights and conditions for use of land on islands or border or coastal communes.
[...]
Article 26. Procedures for making investment by contributing capital, purchasing shares or purchasing stakes
1. Upon contributing capital, purchasing shares or purchasing stakes of a business organization, the investor shall satisfy conditions and follow procedures for change of members or shareholders in accordance with regulations of law applicable to each type of business organization.
2. A foreign investor shall follow procedures for registration of capital contribution or purchase of shares or stakes of a business organization prior to change of members or shareholders in one of the following cases:
a/ The capital contribution or purchase of shares or stakes increases the ownership ratio by foreign investors in a business organization conducting business in the restricted business lines;
b/ The capital contribution or purchase of shares or stakes results in a foreign investor or business organization specified in Points a, b and c Clause 1 Article 23 of this Law holding over 50% of the charter capital of the business organization in the following cases: The holding of charter capital by the foreign investor is increased from less than or equal to 50% to over 50%; the holding of charter capital by the foreign investor is increased while such foreign investor is holding over 50% of the charter capital of the business organization.
c/ The foreign investor that contributes capital, purchases shares or stakes of a business organization has a certificate of rights to use land on an island or in a border or coastal commune; in a coastal commune; in another area that affects national defense and security.
3. Investors other than those mentioned in Clause 2 of this Article shall follow procedures for changing shareholders/members as prescribed by law when contributing capital, purchasing shares or stakes of business organizations. If such investors wish to register their capital contribution or purchase of shares or stakes of business organizations, regulations in Clause 2 of this Article shall be complied with.
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Article 31. The Prime Minister’s power to approve investment guidelines
Except for the investment projects mentioned in Article 30 of this Law, the Prime Minister shall grant approval for investment guidelines of the following investment projects: [...]
1. Investment projects regardless of capital sources in any one of the following cases: [...]
2. Foreign investors’ investment projects in the following fields: provision of telecommunications services with network infrastructure; afforestation; publication, press;
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Article 32. The power of provincial People’s Committees to approve investment guidelines
Except for the investment projects set out in Articles 30 and 31 of this Law, the provincial People’s Committees shall grant approval for investment guidelines of the following investment projects: [...]
d/ Investment projects of foreign investors and foreign-invested business organizations executed on islands or in border or coastal communes; in other areas affecting national defense and security.
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Article 33. Applications for and contents of appraisal of requests for investment guideline approval [...]
3. Contents of appraisal of the request for investment guideline approval include: [...]
c/ Preliminary assessment of the socio-economic efficiency of the project; [...]
dd/ Assessment of the technology to be used in the investment project if the project requires appraisal and collection of opinions on the technology in accordance with the Law on Technology Transfer; [...]
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Section 3. PROCEDURES FOR ISSUANCE, ADJUSTMENT AND REVOCATION OF INVESTMENT REGISTRATION CERTIFICATE
Article 37. Cases in which the investment registration certificate is required
1. The investment registration certificate is required in the following cases:
a/ Investment projects of foreign investors;
b/ Investment projects of the business organizations mentioned in Clause 1 Article 23 of this Article.
2. Cases in which the investment registration certificate is not required:
a/ Investment projects of domestic investors;
b/ Investment projects of the business organizations mentioned in Clause 2 Article 23 of this Article;
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Article 38. Procedures for issuance of the investment registration certificate
1. If the investment project is subject to approval for its investment guidelines as prescribed in Article 30, Article 31 and Article 32 of this Law, the investment registration authority shall issue the investment registration certificate to the investor within: [...]
2. If the investment project is not subject to approval for its investment guidelines as prescribed in Article 30, Article 31 and Article 32 of this Law, the investor shall be issued with the investment registration certificate if the following conditions are met:
a/ The investment project does not involve any banned business line;
b/ There is a location for execution of the investment project;
c/ The investment project is conformable with the planning specified in Point a Clause 3 Article 33 of this Law;
d/ The investment per m2 (or investment per employee) is not smaller than the minimum requirement.
dd) Market access conditions applied to foreign investors are satisfied. [...]" (Law on Investment No. 61/2020/QH14 of 17 June 2020 [google translation])
Law on Investment No. 61/2020/QH14 of 17 June 2020 [google translation]
Government Decree on the Elaboration of Some Articles of the Law on Investment No. 31/2021/ND-CP of 26 March 2021 [google translation] (Decree 31), which provides guidance on the implementation of the new Law on Investment
[<a href="https://vbpl.vn/bokehoachvadautu/Pages/vbpqen-toanvan.aspx?dvid=312&ItemID=11133">Law</a>],[<a href="https://vbpl.vn/bokehoachvadautu/Pages/vbpq-toanvan.aspx?ItemID=147720&Keyword=31/2021/ND-CP">Decree</a>]