LEGAL UPDATE No. 10/2026

24 September 2026

Investors opening a school or education centre in Vietnam now face a revised approval route. Decree No. 360/2026/ND-CP, issued by the Government on 17 September 2026 and effective that day (“Decree 360“), covers both domestic and foreign-invested preschools, general schools and specified education centres. It also sets a near-term procedure for certain existing private institutions with multiple investors.

Decree 360 displaces Chapters II–V and VIII of Decree No. 125/2024/ND-CP and the specified provisions of Decree No. 86/2018/ND-CP on foreign-invested preschools, general schools and short-term training institutions. It does not repeal Decree 86 in its entirety. The following points concern the institutions and procedures within Decree 360’s scope.

1. Approval authority depends on the school level

Under Article 4, the chairperson of the commune-level People’s Committee decides on establishment and educational operating licences for preschools, primary schools, lower secondary schools and combined schools whose highest level is lower secondary. The chairperson of the provincial People’s Committee decides on establishment of upper secondary schools and combined schools whose highest level is upper secondary; the director of the provincial Department of Education and Training handles their educational operating licences. An exception applies to schools proposed by foreign diplomatic missions or intergovernmental organisations: the provincial chairperson decides on their establishment, while the director of the provincial Department of Education and Training handles their educational operating licences, including for preschools, primary schools and lower secondary schools.

Foreign investment, by itself, no longer routes the covered schools through Decree 86’s separate establishment and operating procedures. Investors should identify the school’s highest level and the capacity in which the applicant is acting before allocating responsibility for filings.

2. School approvals remain two distinct steps

A school first seeks a decision permitting establishment. Under Articles 7-8 and 23-24, the establishment conditions include a suitable location consistent with applicable local planning and Ministry of Education and Training (“MOET“) requirements on the site and scale. The dossier contains the prescribed application (Form 03) and evidence of land-use or building ownership rights, or a premises and facilities lease with a term of at least five years. The former separate establishment scheme is no longer a standalone dossier item, although Form 03 still calls for substantive project information.

The school then applies for a decision licensing educational operations. Articles 9-10 and 25-26 require the applicable minimum facilities, teaching materials, personnel and financial resources, supported by the prescribed application (Form 04) and relevant evidence. A private school must provide a phased plan to bring its facilities into line with its highest projected scale. For a private preschool, the investment threshold is at least VND 30 million per child. For a private general school, it is at least VND 50 million per pupil and an aggregate investment of at least VND 50 billion, calculated by reference to the highest projected enrolment. Land-use costs are excluded; where the school builds no new facilities and instead leases or uses existing ones, the applicable minimum investment is at least 70% of the stated level.

Financial evidence may comprise, as applicable, a credit agreement or commitment, confirmation that funds are blocked in an investor’s payment account, remittance records, evidence of expenditure on facilities, or title and valuation documents for contributed assets. The permitted form of evidence depends on the capital source, asset and stage of contribution. A shorter document list at establishment therefore does not remove the need to substantiate the operating conditions.

3. Centres have a different approval route

Article 39 expressly includes foreign-language, IT, language and culture, life-skills, knowledge-enrichment and arts centres among “other centres performing continuing education functions”. Those centres must satisfy MOET requirements for premises, classrooms, equipment, teaching materials and personnel. Article 40 provides an establishment or permission-to-establish procedure for education centres; it does not prescribe a separate school-style educational operating licence for these centres.

For a private centre, the Article 40 dossier includes Form 03, evidence of land-use or building ownership rights or a premises and facilities lease of at least three years, and evidence of invested or committed funds and assets commensurate with the planned operating scale. The decree states no fixed per-learner investment amount for these centres. The competent authority and procedure should be checked against the particular centre category under Article 4.

4. Application periods start with a complete dossier

For the establishment applications discussed above, the receiving agency must identify an incomplete or non-compliant dossier within two working days. The statutory period from receipt of a complete, compliant dossier is 12 working days for preschools, ten for primary and lower secondary schools (including combined schools ending at lower secondary), and 15 for upper secondary schools (including combined schools ending at upper secondary). A private education centre’s corresponding period is ten working days. Applications can be submitted through the National Public Service Portal, VNeID, post or the relevant one-stop office.

Article 3 bars a competent authority from requiring information or documents already held in a national or specialised database or digitised as prescribed. It also limits on-site appraisal to cases where the available file and data are insufficient to assess the relevant conditions. These are statutory processing periods and dossier rules; they do not establish a guaranteed opening date.

5. Existing operators should check the transitional rules

Article 47.1 says an institution established or permitted to be established, or licensed to operate, before 17 September 2026 need not repeat the approval already obtained. A school that had obtained an establishment decision but had not yet filed for its operating licence before that date must apply under Decree 360 (Article 47.5). For a complete, compliant application received from 1 July to before 17 September 2026 but still undecided on 17 September, Article 47.3(c) allows the applicant to continue under the applicable earlier rules or elect Decree 360; any change of authority requires transfer of the existing file and appraisal results.

A private education institution permitted to be established at the request of two or more investors before 1 January 2026 must undertake the procedure to apply for establishment of an economic organisation before 1 January 2027. Article 47.6 also requires notification to the competent authority within 14 working days in accordance with Article 12.1 of Decree No. 66/2026/NĐ-CP. Article 12.1 addresses notification following a transfer of investor capital in a private school; the notification timing and recipients should therefore be checked against the particular restructuring. The resulting organisation becomes the institution’s investor and succeeds to the former investors’ rights and obligations in relation to the institution. The former investors remain responsible for agreeing any transfer of capital interests and allocation of rights and obligations, or resolving disputes under applicable law.

Separately, an existing school must apply to change its name within 12 months from 17 September 2026 if terms such as “international”, “national”, “Viet Nam” or another country’s name could mislead as to its legal status, operating scope or State sponsorship (Article 47.7). The mere appearance of one of these words does not, by itself, trigger the obligation.

Practical note

For a new project, align the establishment application, premises term, projected maximum enrolment, phased capital plan and operating-licence evidence before filing. For an acquisition, check the target’s two approval decisions (where applicable), the approved operating location, its name and the number and identity of the investors who originally applied for establishment. Article 47.6 should be examined against the original approval, rather than assumed to apply to every jointly owned school or centre.

Decree 360 provides separate grounds for suspending enrolment and educational operations (Articles 11 and 27). Losing an operating condition or teaching at an unlicensed location may lead to enrolment suspension; failure to remedy the problem after that suspension, continuing to enrol contrary to it, or a violation warranting direct action may lead to suspension of operations. Each suspension is limited to 12 months. After the suspension period, the school must report its remedial measures. It can resume following confirmation that the causes have been fully remedied, or if the authority raises no request for further inspection or action within five working days after receiving the report (Articles 12 and 28). Separately, failure to begin educational operations within 12 months after the operating-licence decision takes effect is a ground to withdraw that decision (Articles 13 and 29). Licence status and the approved location therefore merit specific transaction diligence.

Our Investment & FDI Advisory Team assists investors with education-sector investment structuring, establishment procedures, acquisitions and regulatory diligence in Vietnam.

 Disclaimer

This Legal Update is for general informational purposes only and should not be construed as legal advice. For specific guidance tailored to your situation, please contact Vietridge Counsel. This is an unofficial English summary; in the event of inconsistency, the Vietnamese text of the relevant legislation prevails.

Contact

Le Nguyen Huy Thuy
Managing Partner
VIETRIDGE COUNSEL

E: thuy.le@vietridgecounsel.com
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