DECREE
DETAILED REGULATIONS AND GUIDELINES FOR IMPLEMENTING CERTAIN ARTICLES OF THE INVESTMENT LAW
Based on the Law on Organization of the Government No. 63/2025/QH15;
Based on the Investment Law No. 143/2025/QH15;
Based on the Enterprise Law No. 59/2020/QH14, amended and supplemented by Law No. 03/2022/QH15 and Law No. 76/2025/QH15;
At the proposal of the Minister of Finance;
The government has issued a Decree detailing and guiding the implementation of certain articles of the Investment Law.
Chapter I
GENERAL RULES
Article 1. Scope of adjustment and subject of application
1. This Decree provides detailed regulations for Articles 6, 7, 8, Clause 2 of Article 10, Articles 14, 15, 17, 19, 20, 21, 22, 23, 25, 26, 28, 30, 31, 32, 33, 34, 35, 36, 37, 44, 46, 47, 49, 51 and 52 of the Investment Law, and measures to organize and guide the implementation of the Investment Law regarding investment and business conditions; industries, professions and market access conditions for foreign investors; investment and business guarantees; investment incentives and support; investment procedures; investment promotion; reporting regime; and state management of investment and business activities in Vietnam.
2. This Decree applies to investors and competent state agencies; organizations and individuals involved in investment and business activities in Vietnam.
Article 2. Explain words
In this Decree, the following terms are understood as follows:
1. A valid copy is a copy issued from the original register or a copy certified from the original by a competent authority or organization, or from a national database in cases where the original information is stored in the national database on population, business registration, investment, and specialized databases as prescribed by law.
2. The National Investment Portal is a part of the National Investment Information System, used to carry out procedures for issuing and amending Investment Registration Certificates and Overseas Investment Registration Certificates; to publish and update legal documents, policies, and market access conditions for foreign investors; to update and utilize information on investment promotion activities, foreign investment in Vietnam, overseas investment, industrial park and economic zone development, and state management of investment activities.
3. The agencies applying investment incentives are the tax authorities, finance authorities, customs authorities, and other competent authorities corresponding to each type of investment incentive.
4. An international investment treaty is an international treaty in force for Vietnam to which the State or Government of the Socialist Republic of Vietnam is a party, which stipulates the rights and obligations of the State or Government of the Socialist Republic of Vietnam with respect to investment activities of investors from countries or territories that are members of that treaty, including:
a) Bilateral and multilateral agreements on investment promotion and protection;
b) Free trade agreements and other regional economic integration agreements;
c) The Protocol on the Accession of the Socialist Republic of Vietnam to the Agreement Establishing the World Trade Organization (WTO) was signed on November 7, 2006;
d) Other international treaties stipulating the rights and obligations of the State or Government of the Socialist Republic of Vietnam relating to investment activities.
5. A valid application is one that contains all the required documents as stipulated in this Decree, and the content of those documents is fully declared in accordance with the law.
6. The investment procedure dossier is a dossier prepared by the investor or a competent state agency, including an electronic copy of the dossier as prescribed in Clause 5, Article 6 of this Decree, to carry out procedures for approval and adjustment of investment policies; issuance and adjustment of Investment Registration Certificates and other related procedures for carrying out investment activities as prescribed by the Investment Law and this Decree.
7. Areas affecting national defense and security as stipulated in Clause 9, Article 24 of the Investment Law include islands and communes, wards, special zones in border areas; coastal communes and wards; and other areas affecting national defense and security.
8. Other areas affecting national defense and security are areas defined according to the provisions of the law on national defense and security, including:
a) Areas containing national defense and security facilities, military zones, restricted areas, protected areas, and safety zones around national defense facilities and military zones as defined by the law on the protection of national defense facilities and military zones;
b) Areas bordering important political, economic, diplomatic, scientific-technical, cultural, and social targets are the responsibility of the People's Police force to guard and protect in accordance with the law on security;
c) Important structures related to national security and protection corridors for important structures related to national security in accordance with the law on the protection of important structures related to national security;
d) Economic-defense zones as defined by the Government regarding the integration of defense with socio-economic development and socio-economic development with defense;
d) Security industrial zones, dual-use security industrial zones as prescribed by the law on defense and security industry and industrial mobilization;
e) Areas of value for military defense and national defense as determined by the Prime Minister's decision on approving the overall plan for national defense deployment combined with socio-economic development;
g) Areas where foreign organizations and individuals are not permitted to own housing to ensure national defense and security, as stipulated by housing laws.
9. The Enterprise Law is Law No. 59/2020/QH14, passed by the 6th National Assembly of the Socialist Republic of Vietnam at its 9th session on June 17, 2020, and has been amended and supplemented in several articles by Law No. 03/2022/QH15 and Law No. 76/2025/QH15.
10. The Investment Law is Law No. 143/2025/QH15, passed by the 12th National Assembly of the Socialist Republic of Vietnam at its 10th session on December 11, 2025.
11. The Investment Law of 2020 is Law No. 61/2020/QH14, adopted by the 14th National Assembly of the Socialist Republic of Vietnam at its 9th session on June 17, 2020, and amended and supplemented by several articles under Law No. 72/2020/QH6, Law No. 03/2022/QH15, Law No. 05/2022/QH15, Law No. 08/2022/QH15, Law No. 09/2022/QH15, Law No. 20/2023/QH15, Law No. 26/2023/QH15, Law No. 27/2023/QH15, Law No. 28/2023/QH15, Law No. 31/2024/QH15, Law No. 33/2024/QH15, and Law No. Law No. 43/2024/QH15, Law No. 57/2024/QH15 and Law No. 90/2025/QH15.
12. Sectors and industries in which Vietnam has not made commitments regarding market access are those sectors and industries for which, according to international investment treaties, Vietnam has no commitments, has not yet made commitments, or reserves the right to enact measures inconsistent with its obligations on market access, national treatment, or other obligations on non-discrimination between domestic and foreign investors as stipulated in those international investment treaties.
13. Documents proving the legal status of the investor are valid copies of personal identification documents or documents confirming the establishment and operation of the economic organization, or information that can be accessed from a legally equivalent database, including:
a) Personal identification number for individuals who are Vietnamese citizens;
b) A valid copy of a valid passport or other personal identification document for individuals with foreign nationality;
c) Enterprise registration number for enterprises established and operating in accordance with the provisions of the Enterprise Law;
d) A valid copy of one of the following documents: Business registration certificate, establishment certificate, establishment and operation license, establishment decision, or other legally equivalent documents for other organizations.
14. Rural areas are defined as the administrative boundaries of communes and special zones (excluding special zones where the local government performs the duties and powers corresponding to those of a ward-level local government).
Article 3. State guarantees for the implementation of investment projects
1. Based on the socio-economic development conditions and investment attraction needs in each period, the objectives, scale, and nature of the investment project, the Prime Minister shall consider and decide on the form and content of state guarantees for the implementation of investment projects under the authority of the National Assembly and the Prime Minister to approve investment policies, and other important infrastructure development investment projects as proposed by ministries, ministerial-level agencies, and People's Committees of provinces and centrally-administered cities.
2. State guarantees for the implementation of investment projects as stipulated in Clause 1 of this Article shall be considered and applied in the following forms:
a) Partially support the foreign exchange balance based on foreign exchange management policy and the ability to balance foreign exchange in each period;
b) Other forms of state guarantees as decided by the Prime Minister.
3. Investors and enterprises undertaking investment projects under the public-private partnership method may be considered for the application of investment guarantees as stipulated in Chapter II of the Investment Law and the laws on investment under the public-private partnership method.
Article 4. Guaranteeing investment incentives in case of changes in legislation.
1. In the event that a new legal document is issued that amends the investment incentives currently applied to investors before the effective date of that document, the investor shall be guaranteed the implementation of investment incentives as stipulated in Article 12 of the Investment Law.
2. Investment incentives guaranteed under Clause 1 of this Article include:
a) Investment incentives are stipulated in the Investment License, Business License, Investment Incentive Certificate, Investment Certificate, Investment Registration Certificate, investment policy decision document, investment policy approval decision, or other documents issued by competent authorities or state agencies, and are applied in accordance with the law;
b) Investment incentives enjoyed by the investor under the provisions of law that do not fall under the cases specified in point a of this clause.
3. When requesting the application of investment security measures as prescribed in Clause 4, Article 12 of the Investment Law, the investor shall submit a written request to the investment registration authority accompanied by one of the following documents: Investment license, Business license, Investment incentive certificate, Investment certificate, Investment registration certificate, investment policy decision document, investment policy approval decision, or other document issued by a competent state agency or person with regulations on investment incentives (if any). The written request shall include the following contents:
a) Name and address of the investor;
b) Investment incentives as stipulated in legal documents prior to the effective date of the new legal document include: type of incentive, conditions for enjoying the incentive, and level of incentive (if any);
c) The content of the issued or amended legal document contains provisions that change the investment incentives already applied to investors as stipulated in point b of this clause;
d) The investor's proposal regarding the application of investment security measures as stipulated in Clause 4, Article 12 of the Investment Law.
4. The investment registration authority shall consider and decide on the application of investment security measures as proposed by the investor within 30 days from the date of receiving a valid application as prescribed in Clause 3 of this Article. In case of exceeding its authority, the investment registration authority shall submit the matter to the competent state agency for consideration and decision.
Article 5. Language used in investment procedure documents
1. Documents and reports submitted to competent state agencies for investment procedures must be in Vietnamese.
2. If the investment procedure dossier contains documents in a foreign language, the dossier must include a Vietnamese translation of the foreign-language documents.
3. In cases where documents and materials in the investment procedure file are in both Vietnamese and a foreign language, the Vietnamese version shall be used for the investment procedure.
4. The investor is responsible in case of discrepancies between the content of the translation or copy and the original, and in case of discrepancies between the Vietnamese version and the foreign language version.
Article 6. Receiving applications and processing procedures related to investment activities.
1. The process of receiving applications and handling procedures related to the investor's investment activities is as follows:
a) Investors are legally responsible for the legality, accuracy, and truthfulness of the content of their application and other documents submitted to competent state agencies;
b) The receiving agency is responsible for checking the validity of the application and must not request the investor to submit any additional documents other than those required in the application as stipulated in the Investment Law and this Decree;
c) For applications requesting approval of investment policy from investors as stipulated in points c and d of Clause 6, Article 30, or investment registration applications as stipulated in Article 47 of this Decree, within 02 working days from the date of receiving the first valid application from the investor, the investment registration authority shall be responsible for notifying the receipt of this on the electronic portal and the administrative procedure receiving and processing department of that investment registration authority. The publicly available information shall include: project name, objectives, implementation location, investor name, and the date of receipt of the application;
d) In cases where amendments or additions to the application are required, the receiving agency shall notify the investor in writing once, detailing all necessary amendments or additions for each application. The notification must clearly state the basis, content, and deadline for amendments or additions. The investor is responsible for amending or supplementing the application within the deadline specified in the notification from the receiving agency. If the investor fails to amend or supplement the application within the notified deadline, the Ministry of Finance and the investment registration agency shall consider suspending the processing of the application and notify the investor in writing.
d) When requesting the investor to provide clarification on the contents of the application, the Ministry of Finance and the investment registration authority shall notify the investor in writing, specifying the deadline for providing the clarification. If the investor fails to provide the clarification as requested, the Ministry of Finance and the investment registration authority shall consider notifying the investor in writing to suspend the processing of the application;
e) The time taken for investors to amend or supplement their dossiers or provide explanations regarding relevant content in the dossiers as stipulated in points d and e of this clause, and the time taken to handle administrative violations in the investment field (if any), shall not be included in the time for processing procedures as prescribed by the Investment Law and this Decree;
g) In case of refusal to issue or amend the Decision approving the investment policy, the Decision approving the investor, the Investment Registration Certificate, and other administrative documents on investment as prescribed in the Investment Law and this Decree, the Ministry of Finance and the investment registration authority shall be responsible for notifying the investor in writing and clearly stating the reasons.
2. The investment registration authority shall notify the investor in writing, clearly stating the reasons for suspending the processing of the application, refusing to issue or amend the Decision approving the investment policy, the Decision approving the investor, the Investment Registration Certificate, and other administrative documents related to investment in the following cases:
a) The investor fails to amend or supplement the content or components of the application dossier, or fails to provide explanations as requested within the time limit notified by the Ministry of Finance or the investment registration authority;
b) The content of the project proposal, adjustments, or requests for the issuance or adjustment of the Investor Approval Decision, Investment Registration Certificate, and other administrative documents does not meet the requirements and conditions stipulated by law;
c) An investor submits an application after the deadline stipulated in Article 33 of this Decree in cases where two or more investors submit valid applications to implement an investment project at the same location.
3. Investors have the option to submit their applications either in person or via public postal services to process administrative procedures.
In cases where the national investment information system or the information system for carrying out investment and business procedures meets the requirements for operation and utilization in the implementation of investment procedures, investors may choose to submit their applications online.
4. The Ministry of Finance and the investment registration agency shall exploit and use existing information in the databases to replace the components of the dossier for resolving administrative procedures as stipulated in this Decree. If the information cannot be accessed, or if the accessed information is incomplete or inaccurate, the Ministry of Finance and the investment registration agency shall request the individual or organization to supplement the dossier components to resolve the administrative procedure.
5. When carrying out administrative procedures as prescribed by the Investment Law and this Decree, investors shall submit electronic copies of the required documents as follows:
a) The electronic version of the application must bear a digital signature in accordance with the law on electronic transactions (except in cases where foreign investors or economic organizations specified in Clause 1, Article 20 of the Investment Law implement the investment project before establishing the economic organization) and have the same legal validity as the paper application submitted to the Ministry of Finance and the investment registration authority;
b) Investors are responsible for the accuracy, consistency, and completeness of the content of the paper and electronic documents submitted to the Ministry of Finance and the investment registration authority. In case of discrepancies between the paper and electronic documents, the content of the paper documents shall have final legal validity. The Ministry of Finance and the investment registration authority shall not be held responsible in case of inconsistencies between the paper and electronic documents;
c) The Ministry of Finance and the investment registration agency are responsible for publicly disclosing the address and method of receiving electronic applications from investors on the National Investment Information Portal, the Ministry of Finance's electronic portal, and the electronic portal of the local state management agency for investment.
6. The process of obtaining opinions from state agencies during the handling of investment procedures is carried out as follows:
a) The agency seeking opinions must determine the content of the request for comments in accordance with the functions and duties of the agency being consulted and the deadline for responding as stipulated in the Investment Law and this Decree;
b) Within the time limit specified in point a of this clause, the consulted agency is responsible for responding and is accountable for the content of the opinion within its functions and duties; if no opinion is received within the specified time limit, it shall be deemed to have agreed and shall be accountable for the content within its scope of management.
7. Regarding documents proving the financial capacity of investors in administrative procedures, auditing of the investor's financial statements for the two most recent years is not required, nor is a time limit required for commitments or guarantees regarding financial support from the parent company, financial support from financial institutions, or guarantees of the investor's financial capacity, unless otherwise stipulated by law.
8. The competent authority or person is only responsible for the contents assigned to them for approval, assessment, or handling of other procedures related to investment activities as stipulated in the Investment Law and this Decree; they are not responsible for contents that have been previously approved, assessed, or handled by other competent authorities or persons.
9. The Ministry of Finance, the investment registration agency, and other state management agencies shall not resolve disputes between investors and disputes between investors and related organizations and individuals during the implementation of investment activities.
10. Investors shall be liable under the law and for all damages arising from failure to comply with or improper compliance with the procedures stipulated in the Investment Law, this Decree, and relevant laws.
Article 7. Handling of fraudulent documents
1. When an agency, organization, or person authorized by law determines that there is falsified content in the investment procedure application, the investment registration agency shall carry out the following procedure:
a) Provide written notification to the investor regarding the violation;
b) To revoke or report to the competent authority or person for consideration of revoking the Decision approving the investment policy, the Decision approving the investor, the Investment Registration Certificate and other related documents (hereinafter collectively referred to as documents and papers) that were initially issued or to revoke the content of documents and papers recorded on the basis of forged information;
c) Restore the issued documents and papers based on the most recent valid records, and simultaneously process or report to the competent authority or person for handling in accordance with the law.
2. Investors are liable under the law for all damages arising from the falsification of documents and records.
Article 8. Responsibility for disclosing and providing information about investment projects
1. The investment registration agency, the state management agency for planning, natural resources and environment, construction, and other state management agencies are responsible for fully and publicly disclosing the planning and list of investment projects in accordance with the law.
2. In cases where investors request information on planning, investment project lists, and other information related to investment projects, the agencies specified in Clause 1 of this Article are responsible for providing the information to the investor within their authority within 05 working days from the date of receiving the investor's request.
3. Investors have the right to use the information as stipulated in Clauses 1 and 2 of this Article to prepare dossiers and implement investment projects.
Article 9. Mechanism for resolving investor difficulties and preventing disputes between the State and investors.
1. During the course of investment and business operations, investors have the right to report difficulties and make recommendations related to the application and enforcement of laws to competent state agencies.
2. The competent state agency is responsible for resolving difficulties and addressing requests from investors in accordance with the law.
3. Investors have the right to file complaints, denunciations, and lawsuits in accordance with the law on complaints and denunciations; and to initiate administrative lawsuits in accordance with the law on administrative litigation when there are grounds to believe that an administrative decision or administrative act is unlawful and infringes upon their legitimate rights and interests.
4. In cases where difficulties, recommendations, complaints, denunciations, or lawsuits have the potential to escalate into international investment disputes, the state agency that identifies the potential for dispute shall promptly notify the Ministry of Finance, the Ministry of Justice, and the Ministry of Foreign Affairs in writing for coordinated handling and dispute prevention.
5. In the event of an international investment dispute, the coordination of dispute resolution shall be carried out in accordance with the Prime Minister's Decision on the regulations for coordinating the resolution of international investment disputes and relevant legal provisions.
6. The Ministry of Finance shall provide guidance on the implementation of the procedures for processing, updating information, and reporting on the difficulties and recommendations raised in Clause 1 of this Article.
Chapter II
INVESTMENT AND BUSINESS SECTORS
Section 1. SECTORS AND ACTIVITIES PROHIBITED FROM INVESTMENT AND BUSINESSES, AND SECTORS AND ACTIVITIES SUBJECT TO CONDITIONAL INVESTMENT
Article 10. Prohibited sectors and business activities.
1. Investors are prohibited from conducting investment and business activities in sectors and professions that are banned from investment and business activities as stipulated in Article 6 of the Investment Law.
2. The production and use of products specified in points a, b, and c of Clause 1, Article 6 of the Investment Law in analysis, testing, scientific research, medicine, pharmaceutical production, crime investigation, national defense, and security shall be carried out as follows:
a) Narcotic substances that are permitted for production and use by competent state agencies in accordance with the Government's regulations on the list of narcotic substances and precursors, and the 1961 Unified Convention against Narcotic Drugs, and the 1988 United Nations Convention against Illicit Trafficking in Narcotic Drugs and Psychotropic Substances;
b) Chemicals and minerals prohibited under the Investment Law that are permitted for production and use by competent state agencies in accordance with Government regulations on the management of chemicals under the control of the Convention on the Prohibition of the Development, Production, Stockpiling, Use and Destruction of Chemical Weapons and the guiding documents of the Rotterdam Convention on the procedure for prior notification agreements for certain hazardous chemicals and pesticides in international trade;
c) Specimens of endangered, rare, and precious Group I wild plants and animals, forest plants and animals, and aquatic species whose natural exploitation is prohibited under the provisions of the Investment Law, and whose exploitation is permitted by competent state agencies in accordance with the law on forestry, the law on biodiversity, the law on fisheries, relevant legal regulations, and the Convention on International Trade in Endangered Species of Wild Animals and Plants (CITES).
3. The review, proposal for amendments and additions, and assessment of the implementation of regulations on sectors and professions prohibited from investment and business activities as stipulated in Article 6 of the Investment Law shall be carried out according to the corresponding procedures for sectors and professions subject to conditional investment and business activities as stipulated in Articles 13 and 14 of this Decree.
Article 11. Conditional investment and business sectors and investment and business conditions.
1. Investors are entitled to conduct business in the conditional investment and business sectors specified in Appendix IV of the Investment Law from the time they meet all the conditions prescribed by law and must ensure that they continue to meet those conditions throughout their investment and business operations.
2. Investors who meet the investment and business conditions have the right to be granted documents in the forms prescribed in points a, b, c, and d of Clause 5, Article 7 of the Investment Law (hereinafter collectively referred to as licenses) or to carry out investment and business activities when meeting the conditions prescribed in point d of Clause 5, Article 7 of the Investment Law. In case of refusal to grant, renew, amend, or supplement a license, the competent state agency must notify the investor in writing and clearly state the reasons for refusal.
Article 12. Review, compilation and publication of investment and business conditions
1. The Ministry of Finance shall preside over and coordinate with other ministries and ministerial-level agencies to review and compile investment and business conditions for publication on the National Portal for Business Registration.
2. The investment and business conditions announced in accordance with Clause 1 of this Article include the following contents:
a) Sectors and business activities subject to conditional investment as prescribed in Appendix IV of the Investment Law;
b) Basis for applying investment and business conditions to the industries and professions specified in point a of this clause;
c) Conditions that individuals and economic organizations must meet to carry out investment and business activities as prescribed in Clause 2, Article 11 of this Decree.
3. In the event that investment and business conditions change according to the provisions of laws, resolutions of the National Assembly, ordinances, resolutions of the Standing Committee of the National Assembly, decrees of the Government, and international investment treaties, within 05 working days from the date the laws, ordinances, resolutions, decrees are promulgated or the international investment treaty is signed, the ministry or ministerial-level agency shall update the investment and business conditions or update the changes in investment and business conditions, including the contents specified in Clause 2 of this Article, on the National Portal for Business Registration and send a notification to the Ministry of Finance for monitoring and compilation.
4. Annually, the Ministry of Finance, in coordination with other ministries and ministerial-level agencies, shall review and report to the Government on the publication of the List of conditional investment and business sectors requiring licensing and certification before conducting investment and business activities, and the List of conditional investment and business sectors requiring a shift in the method of managing business conditions from licensing and certification to publishing requirements and conditions for post-inspection management.
Article 13. Review and evaluation of the implementation of regulations on conditional investment and business sectors and professions.
1. Annually, based on socio-economic development conditions, state management requirements in each period, and international investment agreements, ministries and ministerial-level agencies are responsible for reviewing and evaluating the implementation of regulations on conditional investment and business sectors and investment and business conditions within their respective areas of management.
2. The review and evaluation content includes:
a) Assess the implementation of legal regulations on conditional investment and business sectors and investment and business conditions under the management functions of ministries and ministerial-level agencies that are in effect up to the time of review and assessment;
b) Assessing the effectiveness and efficiency of implementing regulations on conditional investment and business sectors and investment and business conditions; and identifying obstacles arising during implementation;
c) Assess changes in socio-economic conditions, technology, industry management requirements, and other conditions affecting the implementation of regulations on conditional investment and business sectors and investment and business conditions (if any);
d) Propose amendments and additions to regulations on conditional investment and business sectors and investment and business conditions (if any).
Article 14. Proposals for amending and supplementing conditional investment and business sectors and investment and business conditions.
1. Periodically, before June 30th of each year, or as directed by the competent authority, based on the review and assessment of the implementation of regulations on conditional investment and business sectors and professions stipulated in Clause 2, Article 13 of this Decree, ministries and ministerial-level agencies shall submit proposals to the Ministry of Finance for compilation.
Based on proposals from ministries and ministerial-level agencies, the Ministry of Finance reports to the Prime Minister to assign the Ministry of Finance to amend and supplement the List of conditional investment and business sectors and professions in the Investment Law, or to assign ministries and ministerial-level agencies to amend and supplement the List of conditional investment and business sectors and professions issued together with the Investment Law in other relevant laws.
2. Proposals for amending or supplementing conditional investment and business sectors or investment and business conditions are made during the process of drafting legal documents in accordance with the Law on Promulgation of Legal Documents, including the following contents:
a) Sectors and business activities subject to conditional investment or business conditions that are expected to be amended or supplemented;
b) Analyze the necessity and purpose of amending and supplementing conditional investment and business sectors or investment and business conditions in accordance with the provisions of Clause 1, Article 7 of the Investment Law;
c) The basis for amending and supplementing conditional investment and business sectors or investment and business conditions, and the subjects required to comply;
d) Assessing the reasonableness and feasibility of amending or supplementing conditional investment and business sectors or investment and business conditions, and their conformity with international investment treaties;
d) Assess the impact of amending or supplementing conditional investment and business sectors or investment and business conditions on state management and investment and business activities of the entities required to comply.
Section 2. Industries, Occupations and Market Access Conditions for Foreign Investors
Article 15. Sectors and occupations with restricted market access for foreign investors.
1. Sectors and professions with restricted market access for foreign investors, and restrictions on market access for such sectors and professions, are stipulated in laws and resolutions of the National Assembly, ordinances and resolutions of the Standing Committee of the National Assembly, decrees of the Government, and international investment treaties. The list of sectors and professions with restricted market access for foreign investors is published in Appendix I of this Decree.
2. Market access conditions for foreign investors are applied in accordance with the forms stipulated in Clause 3, Article 8 of the Investment Law and are published and updated as prescribed in Article 18 of this Decree.
3. In addition to the market access conditions for the sectors and professions specified in Clauses 1 and 2 of this Article, foreign investors and economic organizations with foreign investment capital, when conducting investment and business activities in Vietnam, must meet the following conditions (if any):
a) Conditions regarding the use of land, labor; natural resources, and minerals;
b) Conditions regarding the production and supply of public goods and services or goods and services that are state monopolies;
c) Conditions regarding ownership and business of housing and real estate;
d) Conditions for applying forms of state support and subsidies to certain sectors, fields, or regional development;
d) Conditions for participation in the program and plan for the equitization of state-owned enterprises;
e) Other conditions as stipulated in laws, resolutions of the National Assembly, ordinances, resolutions of the Standing Committee of the National Assembly, decrees of the Government, and international investment treaties that prohibit or restrict market access for economic organizations with foreign investment capital.
Article 16. Scope of Application of the List of Industries and Occupations with Restricted Market Access
1. The list of industries and occupations with restricted market access applies to:
a) Foreign investors as defined in Clause 19, Article 3 of the Investment Law;
b) Economic organizations as defined in points a, b, and c of Clause 1, Article 20 of the Investment Law when investing in the establishment of other economic organizations; investing in capital contributions, purchasing shares, or purchasing capital contributions of other economic organizations; and investing in the form of BCC contracts.
(In this section, the entities specified in points a and b of this clause are hereinafter collectively referred to as foreign investors, unless otherwise provided in this Decree).
2. For investment and business activities conducted in Vietnam, investors who are Vietnamese citizens and also hold foreign citizenship have the right to choose to apply the market access conditions and investment procedures as prescribed for domestic investors or foreign investors. If they choose to apply the market access conditions and investment procedures as prescribed for domestic investors, Vietnamese citizens and also holding foreign citizenship are not entitled to the rights and obligations prescribed for foreign investors.
Article 17. Principles for applying market access restrictions to foreign investors
1. Except for the sectors and occupations listed in the Appendix I of this Decree that are restricted from accessing the market for foreign investors, foreign investors shall have market access as prescribed for domestic investors.
2. Foreign investors are not permitted to invest in sectors or industries that are not yet open to market access as stipulated in Section A of Appendix I of this Decree.
3. For sectors and professions with conditional market access for foreign investors as stipulated in Section B of Appendix I of this Decree, foreign investors must meet the market access conditions published in Article 18 of this Decree.
4. The market access conditions for sectors and professions in Vietnam that have not yet made commitments on market access for foreign investors are applied as follows:
a) In cases where laws, resolutions of the National Assembly, ordinances, resolutions of the Standing Committee of the National Assembly, and decrees of the Government (hereinafter collectively referred to as Vietnamese law) do not contain provisions restricting market access for that industry or profession, foreign investors shall have market access as prescribed for domestic investors;
b) If Vietnamese law already has provisions restricting market access for foreign investors in that particular industry or sector, then the provisions of Vietnamese law shall apply.
5. In cases where laws, resolutions of the National Assembly, ordinances, resolutions of the Standing Committee of the National Assembly, or decrees of the Government are promulgated (hereinafter collectively referred to as newly promulgated documents) that stipulate conditions for market access for foreign investors in sectors and professions that Vietnam has not yet committed to as prescribed in Clause 4 of this Article, those conditions shall apply as follows:
a) Foreign investors who were granted market access conditions under Clause 4 of this Article before the effective date of the new document may continue to carry out investment activities under those conditions. In cases of establishing a new economic organization, implementing a new investment project, receiving a transfer of an investment project, investing capital, purchasing shares, purchasing capital contributions of other economic organizations, investing in the form of contracts, or adjusting or supplementing objectives, sectors, or professions that, according to the provisions of the new document, must meet market access conditions for foreign investors, those conditions must be met. In this case, the competent state agency will not reconsider the market access conditions for the sectors or professions that the investor was previously approved for;
b) Foreign investors undertaking investment activities after the effective date of the newly issued document must meet the market access conditions for foreign investors as stipulated in that document.
6. Foreign investors undertaking investment activities in the various sectors and professions specified in Appendix I of this Decree must meet all market access conditions for those sectors and professions.
7. Foreign investors from countries and territories that are not WTO members, when investing in Vietnam, shall be subject to the same market access conditions as investors from WTO member countries and territories, unless Vietnamese law or an international treaty between Vietnam and that country or territory provides otherwise.
8. Foreign investors who are subject to international investment treaties that provide more favorable market access conditions for them than those stipulated by Vietnamese law shall be entitled to the market access conditions of those treaties.
9. Foreign investors subject to international investment treaties with differing provisions on market access conditions may choose to apply the market access conditions for all business sectors and activities under one of those treaties. If a foreign investor has chosen to apply the market access conditions under a single international investment treaty (including treaties newly signed or amended after the effective date of that treaty to which the investor is subject), the foreign investor shall exercise its rights and obligations in accordance with the entire provisions of that treaty.
10. Restrictions on the ownership ratio of foreign investors as stipulated in international investment treaties are applied as follows:
a) In cases where multiple foreign investors contribute capital, purchase shares, or acquire equity in an economic organization and the organization falls under the scope of one or more international investment treaties, the total ownership percentage of all foreign investors in that economic organization shall not exceed the highest percentage stipulated in an international treaty that specifies the ownership percentage of foreign investors for a particular industry or profession;
b) In cases where multiple foreign investors from the same country or territory contribute capital, purchase shares, or acquire equity in an economic organization, the total ownership percentage of all those investors shall not exceed the ownership percentage stipulated in the international investment treaty applicable to those investors;
c) For public companies, securities companies, securities investment fund management companies or securities investment funds, and securities investment companies as prescribed by securities law, if securities law stipulates otherwise regarding the ownership ratio of foreign investors, then the provisions of securities law shall apply;
d) In cases where an economic organization has multiple business sectors and international investment treaties stipulate different foreign investor ownership ratios, the foreign investor ownership ratio in that economic organization shall not exceed the foreign ownership limit for the sector with the lowest foreign ownership restriction.
Article 18. Publication and updating of market access conditions for foreign investors.
1. The Ministry of Finance shall preside over and coordinate with ministries and ministerial-level agencies to review and compile market access conditions for foreign investors in the sectors and professions specified in Appendix I of this Decree, for publication on the National Investment Information Portal.
2. The content to be published as stipulated in Clause 1 of this Article includes:
a) Sectors and occupations with restricted market access for foreign investors as stipulated in Appendix I of this Decree;
b) The basis for applying market access conditions for foreign investors as stipulated in Clause 1, Article 15 of this Decree;
c) Market access conditions for foreign investors as stipulated in Clause 3, Article 8 of the Investment Law.
3. In cases where laws, resolutions of the National Assembly, laws, ordinances, resolutions of the Standing Committee of the National Assembly, decrees of the Government, and international investment treaties stipulate market access conditions for foreign investors but have not been updated in the List of sectors and professions with restricted market access for foreign investors and the content published as prescribed in Clause 2 of this Article, the provisions of those laws, resolutions, ordinances, and decrees shall apply. The updating of the published content as prescribed in Clause 2 of this Article shall be carried out in accordance with the provisions of Clause 3, Article 12 of this Decree.
4. The review, compilation, publication, proposal for amendments and additions, and assessment of the implementation of the List of sectors and professions with restricted market access for foreign investors shall be carried out in accordance with the corresponding regulations for the List of sectors and professions subject to conditional investment and business in Articles 12, 13, and 14 of this Decree.
Chapter III
INVESTMENT OFFERS AND SUPPORT
Article 19. Subjects eligible for investment incentives
The entities eligible for investment incentives as stipulated in Clause 1, Article 14 of the Investment Law include:
1. Investment projects in sectors or professions eligible for investment incentives or sectors or professions with special investment incentives as stipulated in Appendix II of this Decree.
2. Investment projects in areas with difficult socio-economic conditions or areas with particularly difficult socio-economic conditions as stipulated in point a, clause 2, Article 15 of the Investment Law and Article 22 of this Decree.
3. Investment projects with a capital investment of VND 6.000 billion or more must meet the following conditions:
a) Disburse a minimum of VND 6.000 billion within 03 years from the date of issuance of the Investment Registration Certificate, the Decision approving the investment policy simultaneously with the approval of the investor (for projects not subject to the issuance of an Investment Registration Certificate) or the Decision approving the investor (for projects not subject to the issuance of an Investment Registration Certificate);
b) Having total revenue of at least VND 10.000 billion per year within a maximum of 03 years from the year of revenue generation, or employing at least 3.000 regular workers on average annually as stipulated by labor laws within a maximum of 03 years from the year of revenue generation.
4. Investment projects for the construction of social housing in accordance with the law on housing.
5. Investment projects in rural areas that employ 500 or more permanent workers on average annually as stipulated by labor laws (excluding part-time workers and workers with employment contracts of less than 12 months).
6. Investment projects that employ 30% or more of their regular workforce on average annually as people with disabilities, as defined by the law on people with disabilities and the law on labor.
7. High-tech enterprises, science and technology enterprises, science and technology organizations; projects involving technology transfer included in the List of Technologies Encouraged for Transfer; technology incubation centers and science and technology enterprise incubation centers; enterprises producing and supplying technology, equipment, products and services serving environmental protection requirements that meet the conditions stipulated by law on science and technology, high technology, technology transfer, and environmental protection; strategic technology enterprises; high-tech research and development centers; strategic technology research and development centers; high-tech incubation centers, strategic technology incubation centers, high-tech enterprise incubation centers, strategic technology enterprise incubation centers.
8. The National Innovation Center was established by a decision of the Prime Minister.
9. Other innovation centers established by agencies, organizations, or individuals to implement and support innovation activities and creative startups, recognized according to criteria of capacity and performance as prescribed by law on science, technology, and innovation.
10. An innovative startup investment project is one of the following types of projects:
a) Production of products derived from inventions, utility models, industrial designs, semiconductor integrated circuit layout designs, computer software, mobile phone applications, cloud computing; production of new breeds of livestock, new plant varieties, new aquatic species, new forestry species; technical advancements that have been granted protection certificates in accordance with the law on intellectual property, copyright, or have been recognized by international registration in accordance with international treaties to which Vietnam is a member, or have been recognized by competent state agencies;
b) Production of products created from pilot production projects, prototypes, and technological refinements; production of products that have won awards in national startup competitions, innovative startup competitions, and science and technology awards as prescribed by law on science and technology awards;
c) Projects by businesses operating in innovation centers and research and development centers;
d) Production of cultural industrial products formed from copyright and related rights that have been granted protection certificates in accordance with the law on intellectual property or have been recognized as internationally registered in accordance with the provisions of international treaties to which Vietnam is a member.
11. Project to establish a research and development center.
12. The product distribution chain of small and medium-sized enterprises (SMEs) is a network of intermediaries that distribute the products of SMEs to consumers and meets the following conditions:
a) At least 80% of the participating businesses are small and medium-sized enterprises;
b) There are at least 10 locations for distributing goods to consumers;
c) At least 50% of the chain's revenue must be generated by participating small and medium-sized enterprises (SMEs).
13. Small and medium-sized enterprise (SME) incubators; technical support facilities for SMEs; and co-working spaces supporting innovative start-up SMEs are facilities established in accordance with the law on supporting SMEs.
14. Core defense industrial bases and core security industrial bases as stipulated by the law on defense and security industries and industrial mobilization.
15. Projects to develop industry clusters and value chains, attracting investment in modern management, with high added value, spillover effects, and connecting global production and supply chains.
16. The project is included in the List of National Important Projects and Key Sectoral Projects approved by the Prime Minister.
Article 20. Principles for applying investment incentives
1. Investment projects stipulated in Clause 3, Article 19 of this Decree shall enjoy investment incentives as prescribed for investment projects in areas with particularly difficult socio-economic conditions.
2. Investment projects stipulated in Clauses 5 and 6 of Article 19 of this Decree shall enjoy investment incentives as prescribed for investment projects in areas with difficult socio-economic conditions.
3. Investment projects in industries and professions prioritized for investment, implemented in areas with difficult socio-economic conditions, shall enjoy investment incentives as prescribed for investment projects in areas with particularly difficult socio-economic conditions.
4. The specific incentives for investment projects stipulated in Clauses 1, 2, and 3 of this Article shall be applied in accordance with the laws on taxation, accounting, and land.
5. For investment projects that meet the conditions for enjoying different levels of investment incentives simultaneously, the investor may choose to apply the highest level of incentive.
6. Investment incentives in cases of division, separation, merger, acquisition, conversion of economic organization type (hereinafter collectively referred to as economic organization reorganization); division, separation, merger and transfer of investment projects shall be applied as follows:
a) Economic organizations formed on the basis of restructuring economic organizations or investors receiving the transfer of investment projects inherit investment incentives applicable to the investment project (if any) before the restructuring or transfer, provided they still meet the conditions for enjoying investment incentives;
b) Investment projects formed on the basis of dividing or splitting a project that meet the conditions for enjoying a certain level of investment incentive shall enjoy that level of investment incentive for the remaining incentive period of the project before the division or splitting;
c) Investment projects formed on the basis of project mergers shall continue to apply investment incentives according to the incentive conditions of each project before the merger, provided that the conditions are still met. If the merged projects meet different investment incentive conditions, the investor shall enjoy the investment incentives according to each different condition for the remaining incentive period.
7. In cases where industrial parks, export processing zones, or concentrated digital technology zones established under government regulations are removed from the planning or approved for conversion to other uses, or where investment projects for the construction and operation of infrastructure in industrial parks, export processing zones, or concentrated digital technology zones cease operations in accordance with investment laws, investment projects implemented within these zones shall continue to enjoy investment incentives as stipulated in their Investment Licenses, Business Licenses, Investment Incentive Certificates, Investment Certificates, Investment Registration Certificates, investment policy decisions, investment policy approval decisions, or other documents of competent state agencies containing provisions on investment incentives, or as stipulated by laws in effect at the time of investment in the industrial park, export processing zone, or concentrated digital technology zone.
Article 21. Special investment incentives and support
1. The subjects eligible for special investment incentives and support as stipulated in Clause 1, Article 17 of the Investment Law include:
a) Investment projects for the establishment of new (including the expansion of such projects) innovation centers, research and development centers, investment projects for the construction of large data center infrastructure, cloud computing infrastructure, 5G and above mobile infrastructure, and other digital infrastructure in strategic technology fields as decided by the Prime Minister; investment projects in strategic technology fields and the production of strategic technology products as decided by the Prime Minister with a total investment capital of VND 3.000 billion or more, with a minimum disbursement of VND 1.000 billion within 03 years from the date of issuance of the Investment Registration Certificate or approval of the investment policy; the National Innovation Center established by decision of the Prime Minister;
b) Investment projects for the production of key digital technology products, research and development projects, design, production, packaging, and testing of semiconductor chips, and projects for the construction of artificial intelligence data centers in accordance with the law on digital technology industry, meeting the total investment capital scale of VND 6.000 billion or more, with a minimum disbursement of VND 6.000 billion within 05 years from the date of issuance of the Investment Registration Certificate or approval of the investment policy;
c) Investment projects (including new investment projects and expansion projects) in sectors and industries with special investment incentives, with an investment capital of VND 30.000 billion or more, must disburse at least VND 10.000 billion within 03 years from the date of issuance of the Investment Registration Certificate or approval of the investment policy.
2. The level and duration of special tax incentives on corporate income tax, land rent, and water surface rent shall be implemented in accordance with the provisions of the Corporate Income Tax Law and the land law.
3. Special investment incentives and support are applied to the National Innovation Center established by the Prime Minister and all affiliated facilities located outside the Center's main headquarters.
4. Investors proposing special investment incentives must commit to meeting the conditions regarding investment sectors, total registered investment capital, disbursement levels, and disbursement deadlines as stipulated in Clause 1 of this Article, and other conditions stated in the Investment Registration Certificate, the Decision approving the investment policy, or written agreements with competent state agencies as decided by the Prime Minister.
5. The Prime Minister shall decide on the level and duration of special investment incentives based on criteria related to high technology, technology transfer, and Vietnamese enterprises participating in domestic production value chains for investment projects specified in Clause 1 of this Article.
Article 22. Determining areas eligible for investment incentives.
1. The list of investment-incentive areas includes areas with particularly difficult socio-economic conditions and areas with difficult socio-economic conditions, as defined in Clauses 2 and 3 of this Article.
2. Areas with particularly difficult socio-economic conditions include:
a) Communes in areas II and III of ethnic minority and mountainous regions as defined by the law on the demarcation of ethnic minority and mountainous regions;
b) Commune-level administrative units under the district level that are areas with particularly difficult socio-economic conditions before the reorganization of administrative units and the two-tier local government structure;
c) Newly established commune-level administrative units formed from multiple commune-level administrative units located in areas with different socio-economic conditions before the reorganization of administrative units and the two-tier local government structure are determined according to the provisions of points a, b, and d of Clause 4 of this Article.
3. Areas with difficult socio-economic conditions include:
a) Communes in Zone I of ethnic minority and mountainous areas as defined by the law on the demarcation of ethnic minority and mountainous areas;
b) Commune-level administrative units under the district level that were areas with difficult socio-economic conditions before the reorganization of administrative units and the two-tier local government structure;
c) Newly established commune-level administrative units formed from multiple commune-level administrative units located in areas with different socio-economic conditions before the reorganization of administrative units and the two-tier local government structure are determined according to the provisions of points a and c of Clause 4 of this Article.
4. Newly established commune-level administrative units formed from multiple commune-level administrative units located in areas with different socio-economic conditions before the reorganization of administrative units and the two-tier local government structure shall be determined as follows:
a) Newly established commune-level administrative units are identified as investment-incentive areas based on the majority of the number of commune-level administrative units currently enjoying such incentives;
b) In cases where the number of commune-level administrative units in areas with particularly difficult socio-economic conditions and areas with difficult socio-economic conditions are equal, the newly established commune-level administrative unit shall be determined to be in an area with particularly difficult socio-economic conditions;
c) In cases where the number of commune-level administrative units in areas with difficult socio-economic conditions and areas not designated as investment-incentive areas are equal, the newly established commune-level administrative unit shall be classified as an area with difficult socio-economic conditions;
d) If the number of commune-level administrative units in areas with particularly difficult socio-economic conditions and areas not eligible for investment incentives are equal, the newly established administrative unit shall be determined to have particularly difficult socio-economic conditions.
5. Newly established commune-level administrative units, based on resolutions of the National Assembly Standing Committee, through the division, separation, or upgrading of old administrative units located in investment-incentive areas, or through the rearrangement or adjustment of boundaries of commune-level administrative units in areas with different socio-economic conditions, shall determine investment-incentive areas in accordance with the provisions of Clause 4 of this Article.
6. In cases where an investment project is implemented in an area encompassing two or more commune-level administrative units with different socio-economic conditions, the investment incentive area for the project shall be determined according to the commune-level administrative unit where the majority of the project's land area is located. If the project's land area is equal between the communes, the incentive level shall be determined according to the commune-level administrative unit with the higher incentive level.
7. Identify investment incentive areas for industrial parks, industrial clusters, export processing zones, high-tech zones, high-tech agricultural zones, concentrated digital technology zones, free trade zones, international financial centers, and economic zones as follows:
a) Economic zones, high-tech zones, high-tech agricultural zones, concentrated digital technology zones, free trade zones, and international financial centers are investment-incentive areas, enjoying investment incentives applicable to areas with particularly difficult socio-economic conditions as stipulated in Clause 2 of this Article;
b) Industrial parks, industrial clusters, and export processing zones are investment-incentive areas, enjoying investment incentives applicable to areas with difficult socio-economic conditions as stipulated in Clause 3 of this Article.
8. The People's Committee at the provincial level shall identify and announce the investment incentive areas at the commune level as prescribed in Clauses 1, 2, 3, 4 and 5 of this Article and send the information to the Ministry of Finance for monitoring and compilation.
Article 23. Adjustment of investment incentives
1. An investment project that is currently enjoying investment incentives and meets additional conditions for enjoying higher-level incentives or is eligible for additional incentives under a new form of incentive will be entitled to the higher-level incentives or additional incentives under the new form of incentive for the remaining incentive period.
2. Investors are not entitled to incentives as stipulated in the Investment Registration Certificate, the Decision approving the investment policy, or incentives determined by the investor themselves if the investment project does not meet the conditions for enjoying investment incentives as stipulated in the Investment Registration Certificate, the Decision approving the investment policy, the Decision approving the investment policy concurrently with the investor approval, the Decision approving the investor, or does not meet the conditions for enjoying self-determined investment incentives. If the investment project meets other conditions for enjoying investment incentives, the investor is entitled to incentives according to those conditions.
3. During the incentive period, if the investment project fails to meet the conditions for investment incentives for a certain period, the investor will not be entitled to investment incentives for that period.
Article 24. Procedures for applying investment incentives
1. The Decision approving the investment policy, the Investment Registration Certificate, and the Decision approving the investor stipulate the form, basis, and conditions for applying investment incentives as prescribed in Articles 14 and 15 of the Investment Law and Article 19 of this Decree.
2. Based on the investment incentives specified in the Decision approving the investment policy, the Investment Registration Certificate, and the Decision approving the investor, the investor shall carry out the procedures for enjoying investment incentives at the agency applying the investment incentives corresponding to each type of incentive.
3. The basis for applying investment incentives to certain enterprises and investment projects as stipulated in Clause 7, Article 19 of this Decree includes:
a) For science and technology enterprises, this is a Certificate of Science and Technology Enterprise;
b) For high-tech enterprises, this is a confirmation document as prescribed by law on high technology;
c) For supporting industry projects, this is a Certificate of Incentives for the Production of Supporting Industrial Products;
d) For projects involving technology transfer included in the List of Technologies Encouraged for Transfer, the applicable certificate is the Certificate of Technology Transfer Encouraged for Transfer as stipulated by the Prime Minister.
4. For investment projects not falling under the cases specified in Clauses 2 and 3 of this Article, investors shall, based on the investment incentive eligibility criteria stipulated in Article 19 of this Decree and relevant legal provisions, determine their own investment incentives and carry out the procedures for enjoying investment incentives at the relevant investment incentive-applying agency for each type of incentive.
Article 25. Issuance, amendment, and supplementation of the List of industries and occupations eligible for investment incentives and the List of geographical areas eligible for investment incentives.
1. Based on socio-economic development conditions, investment attraction needs in each period, and proposals from ministries, ministerial-level agencies, and provincial People's Committees, the Ministry of Finance shall submit to the Government amendments and additions to the List of industries and professions eligible for investment incentives as stipulated in this Decree.
In case of amendments or additions to the investment incentive areas, the provincial People's Committee shall send the information to the Ministry of Finance for monitoring and compilation.
2. Ministries, ministerial-level agencies, People's Councils, and People's Committees at all levels are prohibited from issuing preferential policies and investment support measures that are contrary to the provisions of the Investment Law, this Decree, tax laws, budget laws, land laws, and other relevant laws.
Chapter IV
IMPLEMENTING INVESTMENT PROJECTS
Section 1. GENERAL PROVISIONS ON IMPLEMENTATION OF INVESTMENT PROJECTS
Article 26. Guarantees for the implementation of the investor's project.
1. Except as stipulated in points a, b, c, d, and e of Clause 1, Article 30 of the Investment Law, investors must deposit a security fund or have a guarantee for the security fund obligation from a credit institution or a branch of a foreign bank established under Vietnamese law (hereinafter referred to as a credit institution) to ensure the implementation of investment projects for which the State has allocated land, leased land, or permitted the change of land use purpose.
2. In the case of guaranteeing deposit obligations, the credit institution is responsible for depositing the amount of the deposit that the investor is required to pay in the cases stipulated in Clause 13, Article 27 of this Decree.
3. The agreement on guarantee of deposit obligations between the credit institution and the investor shall be signed and implemented in accordance with the provisions of civil law, credit law, bank guarantee law, and other relevant laws.
Article 27. Procedures for ensuring project implementation by investors.
1. The investor's obligation to guarantee the project implementation, as stipulated in Clause 1, Article 26 of this Decree, shall be implemented on the basis of a written agreement between the investment registration authority and the investor. The agreement guaranteeing the implementation of the investment project shall include the following main contents:
a) Project name, objectives, location, scale, investment capital, implementation schedule, and operating period of the investment project as stipulated in the Decision approving the investment policy, the Decision approving the investment policy simultaneously with the investor approval, the Decision approving the investor, or the Investment Registration Certificate;
b) Measures to ensure the implementation of the investment project (deposit or guarantee of deposit obligations as prescribed in Clause 1, Article 26 of this Decree);
c) The amount of the guarantee for the implementation of the investment project shall be determined in accordance with the provisions of Clauses 2, 3 and 4 of this Article;
d) The timing and duration of the guarantee for the implementation of the investment project as stipulated in Clauses 5, 6, and 7 of this Article;
d) Conditions for refund, adjustment, and termination of investment project performance guarantees as stipulated in clauses 9, 10, and 11 of this Article;
e) Measures to be taken in cases stipulated in Clause 12 of this Article;
g) Other rights, obligations, and responsibilities of the parties related to the provisions in points a, b, c, d, e, and f of this clause;
h) Other matters as agreed upon by the parties, but which must not be contrary to the provisions of the Investment Law, this Decree, and relevant laws.
2. The project implementation guarantee level is calculated as a percentage of the project's investment capital according to the following progressive scale:
a) For capital up to VND 300 billion, the guarantee level is 3%;
b) For capital exceeding VND 300 billion up to VND 1.000 billion, the guarantee level is 2%;
c) For capital exceeding VND 1.000 billion, the guarantee level is 1%.
3. The investment capital of the project, as determined to serve as the basis for calculating the project implementation guarantee as stipulated in Clause 2 of this Article, does not include land use fees, land lease fees paid to the State, and construction costs of works belonging to the investment project that the investor is obligated to hand over to the State for management after completion (if any).
In cases where, at the time of signing the Investment Project Implementation Guarantee Agreement, the exact construction costs of the works to be handed over to the State have not been determined, the investment registration authority shall base its determination of the project implementation guarantee amount on the cost estimate in the Project Proposal prepared by the investor.
4. Except for projects not eligible for investment incentives as stipulated in Clause 7, Article 14 of the Investment Law, investors may have their project performance deposit reduced in the following cases:
a) A 25% reduction applies to investment projects in sectors and professions prioritized for investment as stipulated in Appendix II of this Decree; and investment projects in areas with difficult socio-economic conditions as stipulated in Clause 3, Article 22 of this Decree;
b) A 50% reduction applies to investment projects in sectors and professions with special investment incentives as stipulated in Appendix II of this Decree; investment projects in areas with particularly difficult socio-economic conditions as stipulated in Clause 2, Article 22 of this Decree; and investment projects in sectors and professions with investment incentives implemented in areas with difficult socio-economic conditions.
5. The timing and timeframe for implementing the project guarantee are stipulated as follows:
a) Investors shall deposit a security deposit or provide a guarantee from a credit institution regarding the security deposit obligation after receiving the Decision approving the investment policy simultaneously with the investor approval or the Decision approving the investor, and before implementing the compensation, support, and resettlement plan approved by the competent authority (for cases where the investor does not advance compensation, support, and resettlement funds) or before the issuance of the decision on land allocation, land lease, or permission to change land use purpose (for cases where the investor has advanced compensation, support, and resettlement funds). The investment registration agency and the investor shall agree on the timing of the project security deposit;
b) For investment projects stipulated in Article 28 of the Investment Law that are implemented under special investment procedures, the investor shall deposit a security deposit or provide a guarantee from a credit institution regarding the security deposit obligation after receiving the Investment Registration Certificate and before implementing the compensation, support, and resettlement plan approved by the competent authority (in cases where the investor does not advance compensation, support, and resettlement funds), or before the issuance of the decision to lease land or permit the change of land use purpose (in cases where the investor has advanced compensation, support, and resettlement funds), or within 30 days from the date of receiving the Investment Registration Certificate (in cases where the land for the project has been compensated, supported, resettled, and reclaimed by the State).
c) The project performance guarantee period is calculated from the time the obligation as stipulated in point a of this clause is fulfilled until the time the deposit is returned to the investor or paid into the state budget or until the guarantee expires.
6. For investment projects comprising multiple phases, the payment and refund of the deposit or payment, adjustment, and termination of the guarantee shall be applied to each phase of project implementation as stipulated in the Project Implementation Guarantee Agreement. The investor may transfer the remaining deposit from the previous phase or extend the validity period of the guarantee commitment to ensure project implementation for the next phase without necessarily having to refund the remaining deposit or terminate the guarantee of the previous phase and pay the difference between the deposit or guarantee amount for the next phase and the deposit or guarantee amount of the previous phase (if any).
7. In cases where the investor advances funds for compensation, support, and resettlement to the competent state agency to implement the approved compensation, support, and resettlement plan, the following procedures shall apply:
a) In cases where the amount already advanced is equal to or greater than the project performance guarantee as stipulated in Clause 2 of this Article, the investor is not required to immediately deposit the security deposit or provide a guarantee from a credit institution at the time specified in Point a, Clause 5 of this Article;
b) If the amount advanced is lower than the project performance guarantee as stipulated in Clause 2 of this Article, the investor must deposit or provide a guarantee from a credit institution equal to the difference between the advanced amount and the project performance guarantee as stipulated in Clause 2 of this Article at the time specified in Point a, Clause 5 of this Article;
c) Investors who have deposited funds or provided guarantees from credit institutions in the cases specified in points a and b of this clause must deposit the funds with the investment registration authority as prescribed in this Article when the project is delayed as stipulated in the Decision approving the investment policy, the Decision approving the investment policy simultaneously with the investor approval, or the Investment Registration Certificate, and are not allowed to choose the form of deposit guarantee, except in cases where the project is delayed due to force majeure or due to the implementation of administrative procedures by competent state agencies or due to the project having to be adjusted at the request of competent state agencies in case of changes in planning.
In cases where the investor has been granted a land allocation decision, land lease decision, or permission to change land use purpose by a competent state agency, and has received a permit or other approval from a competent state agency to carry out construction activities (if any) as prescribed in point a, clause 9 of this Article, the investor is only required to pay an amount equal to 50% of the deposit required under this clause.
8. The project performance guarantee deposit shall be paid into an account opened by the investment registration authority at a commercial bank established in accordance with Vietnamese law, chosen by the investor; the investor shall bear the costs related to opening and maintaining the project performance guarantee account and conducting transactions related to the account. In the case of implementing multiple projects requiring a Project Performance Guarantee Agreement with the same investment registration authority, the investor may agree with the investment registration authority to use the same account to receive the project performance guarantee for projects implemented within the area under that authority's management.
9. The procedures for refunding and terminating project performance guarantee obligations are as follows:
a) Refund 50% of the deposited amount or reduce the guarantee amount by 50% at the time the investor has been granted a decision on land allocation, land lease, permission to change land use purpose by the competent state agency, and has been granted a license or other approval by the competent state agency to carry out construction activities (if any);
b) Refund the remaining deposit amount and any accrued interest on the deposit amount (if any), or terminate the validity of the deposit guarantee at the time the investor has completed the acceptance of the entire construction work for projects with construction works, or has completed the entire project according to the approved schedule;
c) In the event of a reduction in the project's investment capital, the investor shall be reimbursed the deposit amount or the deposit guarantee amount shall be adjusted downwards corresponding to the reduced investment capital as stipulated in the Decision approving the adjustment of the investment policy and the amended Investment Registration Certificate;
d) In cases where the investment project cannot be continued due to force majeure, administrative procedures by competent state agencies, or adjustments required by competent state agencies in the event of planning changes, the investor may be considered for the refund of the project performance guarantee or termination of the project performance guarantee obligation.
d) Domestic investors who have received investment approval and are not subject to the issuance of an Investment Registration Certificate, when adjusting a project that does not fall under the category of investment policy adjustments as stipulated in this Decree, and the adjustments change the content of the Project Implementation Guarantee Agreement, the investor shall notify the investment registration authority in writing before adjusting the investment project. The investment registration authority and the investor shall adjust the Project Implementation Guarantee Agreement to conform with the adjusted content of the investment project.
10. Reimbursement of project performance guarantee obligations for investment projects stipulated in Article 28 of the Investment Law implemented under special investment procedures:
a) Refund 50% of the deposit or reduce 50% of the guarantee amount at the time the investor submits the notice of commencement of construction to the Management Board, along with the documents specified in point b, clause 4, Article 49 of this Decree;
b) Refund the remaining deposit amount and any accrued interest (if any) or terminate the deposit guarantee at the time the investor submits the completion acceptance report for the construction project to the Management Board for commissioning and use.
11. The adjustment of the project performance guarantee obligation is regulated as follows:
a) In the case of an increase in the project's investment capital, the investor shall deposit additional funds or provide additional guarantee for the deposit obligation corresponding to the increased investment capital as stipulated in the decision approving the adjustment of the investment policy and the amended Investment Registration Certificate;
b) Investors are not required to deposit additional funds or provide additional guarantees for deposit obligations as stipulated in point a) of this clause in the case of increasing investment capital for projects not subject to deposit requirements as stipulated in Clause 1, Article 30 of the Investment Law, or at the time of requesting an increase in investment capital, if the project has already received a decision on land allocation, land lease, or land use conversion for the entire land area for the investment project;
c) For projects not subject to the deposit requirement as stipulated in Clause 1, Article 30 of the Investment Law, if an increase in investment capital results in the project being subject to the deposit requirement as stipulated in Article 30 of the Investment Law, the investor shall deposit an additional amount of the deposit or provide additional guarantee for the deposit obligation as stipulated in point a of this Clause, corresponding to the increased investment capital, to implement the adjusted part of the investment project.
12. Unreimbursed project performance security funds shall be deposited into the state budget in accordance with the law (excluding any accrued interest) in the event that the project is terminated as stipulated in Clause 2, Article 36 of the Investment Law, except as provided in Point a, Clause 2, Article 35 of the Investment Law.
13. In cases where a credit institution guarantees the deposit obligation, if on the last day of the guarantee's validity period the investor does not renew the guarantee and the investment registration authority does not provide feedback on terminating the guarantee, the credit institution must transfer the guaranteed amount to the investment registration authority's account.
14. For investment projects that simultaneously fall under the authority of two or more Chairpersons of the Provincial People's Committees to approve the investment policy, and which require project implementation guarantees as stipulated in Article 30 of the Investment Law, the local investment registration agency where the investment policy approval procedure is carried out and the investor shall agree on the project implementation guarantee as stipulated in this Article.
Article 28. Progress and duration of investment projects.
1. The progress and duration of investment projects as stipulated in Clauses 1 and 2 of Article 31 of the Investment Law are determined as follows:
a) The operating period of the investment project is calculated from the date the investor is granted the Decision approving the investor, the Decision approving the investment policy simultaneously with the investor approval, or the initial Investment Registration Certificate;
b) For investment projects where the State allocates land, leases land, or changes land use purposes, the operating period and implementation schedule of the investment project shall be calculated from the date the investor receives the decision to allocate land, the decision to lease land, or the decision to change land use purposes;
c) In cases where the investor has received a land allocation decision, land lease decision, or land use change decision but the land is not handed over promptly, the operating period and implementation schedule of the investment project shall be calculated from the date of land handover on-site.
2. If the project's implementation progress and operating period are affected in the cases specified in points a, b, c, and d of Clause 4, Article 33 of the Investment Law, or are affected by inspection and examination processes by competent state agencies, the delay period shall not be included in the project's implementation progress and operating period.
Except as provided in Clauses 4, 5, 8, and 9 of this Article, adjustments to the project implementation schedule and operating period in the cases stipulated in this Clause shall be made in accordance with the corresponding provisions in Articles 52, 53, 54, 55, and 56 of this Decree.
3. Based on subjective and objective reasons and the extent of impact on the implementation progress and operating period of the investment project in the cases specified in Clause 2 of this Article and points d, e, and g of Clause 4, Article 33 of the Investment Law, the competent authority approving the investment policy and the investment registration authority shall consider and approve the investor's proposal for adjusting the implementation progress and operating period of the project in these cases.
4. In cases where the investor is delayed in receiving land allocation, land lease, permission to change land use purpose, or land handover from the State, the investor is not required to amend the Decision approving the investment policy, the Decision approving the investment policy concurrently with the investor approval, or the issued Investment Registration Certificate. The time recorded in the land allocation decision, land lease decision, land use purpose change decision, or land handover document from the competent state agency to the investor shall be the basis for determining the operating period and implementation progress of the investment project as stipulated in points b and c of Clause 1 of this Article.
5. In cases where the investor needs to amend the Decision approving the investment policy, the Decision approving the investment policy concurrently with the investor approval, or the Investment Registration Certificate to update information on the implementation progress and operating period for investment projects falling under the provisions of Clause 4 of this Article, the investor shall follow the procedures for adjusting the investment project as follows:
a) For investment projects that have already received approval in principle, the procedures for adjustment shall be carried out in accordance with the provisions of Clause 3, Article 53 or Clause 5, Article 54 of this Decree;
b) For investment projects that have been granted an Investment Registration Certificate and are not subject to investment policy approval, the procedures for adjustment shall be carried out in accordance with the provisions of Clause 1, Article 56 of this Decree.
6. During the implementation of an investment project, the investor may adjust the project's operating period to increase or decrease it. The operating period of the investment project after adjustment shall not exceed the period stipulated in Clauses 1 and 2 of Article 31 of the Investment Law.
7. Based on the objectives, scale, location, and operational requirements of the investment project, the competent authority approving the investment policy and the investment registration authority shall consider and decide on the operating period and adjustments to the operating period of the investment project in accordance with the corresponding provisions in Clauses 1 and 6 of this Article.
8. For investment projects with an operating period of less than 50 years or 70 years as stipulated in Clauses 1 and 2 of Article 31 of the Investment Law, within 12 months before the expiration of the project's operating period, the investor may choose one of the following procedures:
a) Procedures for adjusting the project's operating period as prescribed in Clause 1, Article 64 of this Decree;
b) Procedures for extending the project's operating period as stipulated in Clause 2, Article 64 of this Decree.
9. For investment projects with an operating period of 50 or 70 years as stipulated in Clauses 1 and 2 of Article 31 of the Investment Law, within 12 months before the expiration of the project's operating period, if the investor wishes to continue implementing the investment project, the competent authority shall approve the investment policy, and the investment registration authority shall consider and decide on extending the project's operating period if the following conditions are met:
a) Investment projects that do not fall under the cases specified in points a and b of Clause 5, Article 31 of the Investment Law;
b) In accordance with one of the plans within the planning system as prescribed by law on planning;
c) Meeting the conditions for land allocation and land lease as prescribed by land law (for cases requesting extension of land use).
10. The extension period for investment projects stipulated in Clause 9 of this Article shall be considered based on the project's objectives, scale, location, and operational requirements, and shall not exceed the maximum period stipulated in Clauses 1 and 2 of Article 31 of the Investment Law.
11. In cases where an investment project meets the conditions for extending its operation as stipulated in points a and c of Clause 9 of this Article but does not meet the conditions stipulated in point b of Clause 9 of this Article, the competent authority approving the investment policy and the investment registration authority shall consider extending the project's operating period annually until a land use plan at the commune level is available in accordance with the law on land. The investor only needs to carry out the procedure for extending the project's operating period for the first year of extension and will be automatically extended for subsequent years until a land use plan at the commune level is available.
12. The determination of the operating period of an investment project with a commitment to transfer the investor's assets to the Vietnamese State or a Vietnamese party without compensation after the end of the operating period shall be carried out in accordance with the provisions of Clause 3, Article 106 of this Decree.
13. The determination of financial obligations regarding land to the State in the case of adjusting or extending the operating period of an investment project shall be carried out in accordance with the provisions of the law on land and relevant laws.
14. Procedures for adjusting and extending the operating period of investment projects shall be carried out in accordance with the provisions of Article 64 of this Decree.
15. Investment projects using outdated technology, posing a risk of environmental pollution, and being resource-intensive, which are not eligible for extension of the operating period as stipulated in point a, clause 5, Article 31 of the Investment Law, are investment projects falling under one of the following cases:
a) The project uses a production line that, when in operation, does not meet the regulations of the National Technical Standard on safety, energy saving, and environmental protection; or the capacity (calculated as the number of products produced by the production line in a unit of time) or efficiency of the production line is below 85% compared to the design capacity or efficiency; or the consumption of raw materials, energy, and other materials exceeds 15% compared to the design.
In the absence of national technical regulations on safety, energy efficiency, and environmental protection related to the project's technological process, the technical specifications of Vietnamese national standards or national standards of one of the G7 countries or South Korea on safety, energy efficiency, and environmental protection shall be applied;
b) Projects using machinery and equipment not arranged in a production line with HS codes belonging to Chapters 84 and 85 of the Vietnamese Export and Import Goods List, when operating, do not meet the regulations of the National Technical Standard on safety, energy saving, and environmental protection, or the capacity and efficiency of the machinery and equipment are below 85% of the designed capacity and efficiency; or the consumption of raw materials, energy, and materials exceeds 15% of the design. In cases where there is no national technical standard on safety, energy saving, and environmental protection related to the project's machinery and equipment, the technical indicators according to Vietnamese national standards or national standards of one of the G7 countries or South Korea on safety, energy saving, and environmental protection shall apply;
c) The project uses technology included in the list of technologies prohibited from being transferred from foreign countries into Vietnam and within the territory of Vietnam according to the regulations of the law on technology transfer.
16. The identification of investment projects using outdated technology, posing a potential risk of environmental pollution, and being resource-intensive, as stipulated in Clause 15 of this Article, shall be carried out as follows:
a) The Ministry of Science and Technology shall preside over and coordinate with relevant agencies in organizing the identification of technologies for investment projects under the authority of the National Assembly and the Prime Minister to approve investment policies;
b) The specialized agency on science and technology under the People's Committee of the provincial level shall preside over and coordinate with relevant agencies to organize the determination of the technology of investment projects not falling under the cases specified in point a of this clause;
c) Funding for implementation will be allocated from the state budget. In the event that the investment project's operating period is extended, the investor will bear all implementation costs.
d) The dossier, procedures, and process for identifying investment projects that use outdated technology, pose a potential risk of environmental pollution, and are resource-intensive shall be implemented in accordance with the regulations of the Prime Minister.
Article 29. Determining the value of investment capital; appraising the value of investment capital; appraising machinery, equipment, and technological lines.
1. The registered capital for an investment project is determined on the basis of:
a) Capital contributions from investors in the form of money, machinery, equipment, value of intellectual property rights, technology, technical know-how, value of land use rights, and other assets as stipulated by civil law and international investment treaties;
b) Capital raised to implement the investment project;
c) Retained profits of the investor for reinvestment (if any).
2. The actual investment capital of an investment project is determined based on the capital contributed and mobilized by the investor, as well as retained earnings for reinvestment during the project implementation. The investor determines the actual investment capital value of the investment project after the project is put into operation.
3. Independent assessment of the investment capital value, quality and value of machinery, equipment, and technological lines after the investment project is put into operation, as stipulated in Clause 3, Article 32 of the Investment Law, shall be carried out in the following cases:
a) The state investment management agency and the tax management agency have grounds to determine that the investor has declared the investment capital value dishonestly, inaccurately, or incompletely according to the provisions of the law on tax and tax management;
b) The state management agency for investment and the state management agency for science and technology have grounds to determine that the investor shows signs of violating regulations on the application and transfer of technology during the implementation of the investment project according to the law on technology transfer.
4. In the case stipulated in point a, clause 3 of this Article, the tax authority shall conduct an assessment to determine the amount of tax payable by the investor; the hiring of an independent assessment organization to assess the investment capital value of the project shall be carried out by the state management agency for investment.
5. For the case stipulated in point b, clause 3 of this Article:
a) The Ministry of Science and Technology shall preside over and coordinate with relevant agencies to organize the assessment of the quality and value of machinery, equipment, and technological lines for projects under the authority of the National Assembly and the Prime Minister to approve investment policies;
b) The specialized agency on science and technology under the People's Committee of the provincial level shall preside over and coordinate with relevant agencies to organize the assessment of the quality and value of machinery, equipment, and technological lines for projects not falling under the cases specified in point a of this clause;
c) The assessment of the quality and value of machinery, equipment, and technological lines is carried out through consultation with the Technology Assessment and Evaluation Council, independent organizations, and experts assessing the machinery, equipment, and technological lines used in the implementation of the investment project;
d) The documentation, procedures, and processes for inspecting machinery, equipment, and technological lines shall be carried out in accordance with the regulations of the Prime Minister.
6. The costs of organizing the appraisal as stipulated in Clauses 4 and 5 of this Article shall be allocated from the state budget. In cases where the appraisal results lead to an increase in tax obligations to the State, the investor shall bear the appraisal costs.
Section 2. APPROVAL OF INVESTMENT POLICY AND SELECTION OF INVESTORS
Article 30. Approval of investment policy and selection of investors
1. The competent authority for approving investment policies is stipulated in Article 25 of the Investment Law (hereinafter referred to as the investment policy approval authority). If an investment project has objectives and contents falling under the jurisdiction of different investment policy approval authorities as stipulated in the Investment Law, the highest competent authority shall approve the investment policy for the entire project.
2. For investment projects subject to investment policy approval as stipulated in Article 24 of the Investment Law, the investment policy approval authority shall consider and approve the investment policy and decide on the form of investor selection for the project as follows:
a) Auctioning land use rights in cases where land is allocated or leased for investment projects that are subject to land use right auction according to land law regulations. In this case, the agency approving the investment policy assigns the competent state agency to organize the land use right auction according to land law regulations to select the investor to implement the project.
For investment projects implemented in economic zones subject to land use right auction, the Economic Zone Management Board shall report to the Chairman of the Provincial People's Committee to assign the competent agency or unit to organize the land use right auction;
b) Bidding for the selection of investors for investment projects that fall under the cases of bidding for investor selection as prescribed by land law and laws governing specific sectors and fields. The agency approving the investment policy shall assign the competent authority, as prescribed by bidding law, to organize the bidding process to select the investor to implement the project;
c) Approving the investment policy simultaneously with approving the investor to implement the project without auctioning land use rights or bidding to select the investor for investment projects as stipulated in Clause 6 of this Article.
3. For projects requiring the disclosure of information and identification of the number of interested investors in accordance with the law on bidding, if only one investor registers and meets the conditions for inviting interest, or if multiple investors register but only one meets the conditions for inviting interest, the investor shall follow the investor approval procedure as prescribed in Article 31 of this Decree without having to go through the investment policy approval procedure.
4. Approval of investors as stipulated in Clause 3, Article 23 of the Investment Law shall be carried out in the following cases:
a) Land use rights have been auctioned twice, but only one investor registered to participate, or an investor proposed to undertake the project after two auctions without any participants, as stipulated by the Land Law;
b) The expression of interest procedure has been carried out, but only one investor has registered and met the expression of interest conditions, or multiple investors have registered but only one investor has met the expression of interest conditions as prescribed by the law on bidding;
c) The competent state agency organizing the auction or tender is responsible for reviewing whether the conditions stipulated in points a and b of this clause are met and notifying the investment registration agency and the investor (if any) in writing within 05 working days from the date of the second unsuccessful auction or the expiration of the expression of interest procedure as stipulated in points a and b of this clause, in order to proceed with the investor approval procedure as stipulated in Article 31 of this Decree.
5. Investors selected in accordance with points a and b of Clause 2 of this Article shall implement the project as follows:
a) The competent authority shall decide to approve the auction results or the investor selection results in accordance with the laws on land and bidding. The decision approving the auction results or the decision approving the investor selection results shall be sent to the investment policy approval agency, the investment registration agency, and the investor;
b) The investor who wins the auction or tender shall carry out the procedures for land allocation and land lease in accordance with the laws on land and bidding, and implement the investment project as stipulated in the Decision approving the investment policy, the Decision approving the auction results, or the Decision approving the investor selection results.
6. For investment projects specified in point c, clause 2 of this Article, the investment policy approval authority shall consider approving the investment policy simultaneously with approving the investor without auctioning land use rights or bidding to select the investor in the following cases:
a) An investor with land use rights is an investor currently using land allocated, leased, or recognized by the State, or acquired land use rights in accordance with the law on land, and at the time of submitting the application for approval of the investment policy, the land area used by the investor does not belong to the List of projects requiring land acquisition for national defense and security purposes, or land acquisition for socio-economic development for national and public benefit approved by the Provincial People's Council, except in cases where the land is being used due to an extension of the investment project's operation as stipulated in Clause 9, Article 28 of this Decree;
b) Investors are permitted by competent state agencies to receive transfers, capital contributions, or lease the right to use agricultural land to implement non-agricultural production and business investment projects in accordance with the law on land;
c) Investors implementing investment projects in industrial parks, high-tech parks, and concentrated digital technology parks;
d) Investors implementing projects that fall under the category of land allocation or land lease by the State without auctioning land use rights, without bidding to select investors to implement land-use projects as prescribed by land law, bidding, public-private partnership investment methods and related laws.
7. The authority, dossiers, procedures, and processes for approving investors and investment policies shall be implemented in accordance with the provisions of Articles 30, 31, 32, 34, and 35 of this Decree.
Article 31. Investor Approval Procedures
1. Investors specified in points a and b of Clause 4, Article 30 of this Decree shall be considered for approval according to the following procedure:
a) Investors shall submit one set of documents requesting investor approval, along with an electronic copy of the documents, to the investment registration authority, including: a written request for investor approval, and documents specified in points b, c, e, g, and h of Clause 1, Article 32 of this Decree;
b) Within 02 working days from the date of receiving a valid application, the investment registration authority shall send the application as prescribed in point a of this clause; report the results of the expression of interest (for investors specified in point b, clause 3, Article 30 of this Decree) to obtain opinions from relevant local state agencies on whether the requirements specified in points b, c, d, e, and f of clause 8, Article 32 of this Decree are met. For investment projects implemented in areas affecting national defense and security, the investment registration authority shall obtain opinions from the Provincial Military Command and the Provincial Police Department on whether the conditions for ensuring national defense and security are met;
c) Within 07 working days from the date of receiving the request from the investment registration agency, the agency consulted shall provide its opinion on the content within its scope of state management and send it to the investment registration agency;
d) Within 14 working days from the date of receiving a valid application as prescribed in point a of this clause, the investment registration agency shall prepare an appraisal report including the contents as prescribed in points b, c, d, e and f of clause 8, Article 32 of this Decree, and submit it to the Chairman of the Provincial People's Committee;
d) Within 03 working days from the date of receiving the dossier and appraisal report, the Chairman of the Provincial People's Committee shall approve the investor and send the Decision approving the investor to the Ministry of Finance (for projects whose investment policy has been approved by the National Assembly or the Prime Minister); the auction organizing agency (in the case of auctioning); the investment registration agency and the investor.
2. In cases where ministries, ministerial-level agencies, or government agencies organize bidding, these agencies shall prepare a report on the results of the invitation for expressions of interest and approve the investor if the investor meets the requirements stipulated in points b, c, d, e, and f of Clause 8, Article 32 of this Decree. The decision approving the investor shall be sent to the Ministry of Finance (for projects whose investment policy has been approved by the National Assembly or the Prime Minister), the investment registration agency, and the investor.
3. The procedure for approving investors for investment projects implemented in economic zones as stipulated in Clause 4, Article 25 of the Investment Law is carried out as follows:
a) Investors shall submit one set of documents requesting investor approval, along with an electronic copy of the documents, to the Economic Zone Management Board, including: a written request for investor approval; and documents specified in points b, c, e, g, and h of Clause 1, Article 32 of this Decree;
b) Within 02 working days from the date of receiving a valid application, the Economic Zone Management Board shall send the application to relevant local state agencies for comments as prescribed in point b, clause 1 of this Article. For investment projects implemented in areas affecting national defense and security, the investment registration agency shall seek opinions from the Provincial Military Command and the Provincial Police Department regarding the fulfillment of conditions ensuring national defense and security;
c) Within 07 working days from the date of receiving the request from the Economic Zone Management Board, the consulted agency shall provide its opinion on the content within its scope of state management and send it to the Economic Zone Management Board;
d) The economic zone management board shall approve the investor within 17 days from the date of receiving the valid application dossier as stipulated in point a of this clause.
Article 32. Dossier and procedures for preparing and appraising proposals for approval of investment policies.
1. The application dossier for approval of the investment policy for the proposed investment project includes:
a) A written proposal for the investment project, including a commitment to bear all costs and risks if the project is not approved;
b) Documents proving the legal status of the investor;
c) Documents proving the investor's financial capacity include at least one of the following: the investor's financial statements for the two most recent years, a commitment of financial support from the parent company, a commitment of financial support from a financial institution, a guarantee of the investor's financial capacity, or other documents proving the investor's financial capacity;
d) The investment project proposal shall include the following main contents: investor or form of investor selection, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, implementation progress, information on the current status of land use, forest use, and sea area use (if any) at the project site and proposed land use needs (if any), forest use (if any), sea area use (if any), labor needs, proposed investment incentives, economic and social impacts and effectiveness of the project, preliminary environmental impact assessment (if any) in accordance with the law on environmental protection; special mechanisms and policies (if any).
In cases where construction laws and other laws stipulate the preparation of a pre-feasibility study report, investors may submit a pre-feasibility study report instead of an investment project proposal.
For investment projects subject to the approval of investment policies by the National Assembly or the Prime Minister, if the Prime Minister proposes changing the land use purpose of forest land to other purposes, the investor shall submit supplementary documents proposing the change of land use purpose of forest land to other purposes in accordance with the law on forestry;
d) In cases where the investment project does not request the State to allocate land, lease land, or permit the change of land use purpose, a copy of the land use right certificate or a copy of other documents confirming the right to use the location for the investment project must be submitted;
e) Explanation of the technology used in the investment project for projects subject to technology assessment according to the law on technology transfer (if any);
g) BCC contract for investment projects in the form of a BCC contract;
h) Other documents related to the investment project, requirements regarding the conditions and capacity of the investor as prescribed by law (if any).
2. The application dossier for approval of the investment policy for an investment project, prepared by the competent state agency, includes:
a) Proposal for approval of investment policy;
b) The investment project proposal shall include the following main contents: investment objectives, investment scale, investment capital, location, duration, implementation schedule, impact, and socio-economic effectiveness of the project; information on the current land use, forest use, and sea area use (if any) at the project site; identification of land acquisition cases for projects subject to land acquisition (if any); projected land use needs (if any), forest use (if any), and sea area use (if any); preliminary environmental impact assessment (if any) in accordance with the law on environmental protection; projected technology to be used in the investment project for projects subject to appraisal and consultation on technology in accordance with the law on technology transfer (if any); projected form of investor selection and conditions for investors (if any); special mechanisms and policies (if any).
In cases where construction laws and other laws stipulate the preparation of a pre-feasibility study report, the competent state agency may use the pre-feasibility study report instead of an investment project proposal.
For investment projects subject to the National Assembly's approval of investment policies, if the Prime Minister proposes changing the purpose of forest land use to other purposes, the competent state agency shall submit supplementary documents proposing the change of forest land use to other purposes in accordance with the law on forestry;
c) Explanation of the technology used in the investment project for projects subject to technology assessment according to the law on technology transfer (if any).
3. Documents and papers explaining the proposed method of selecting investors as stipulated in Clauses 1 and 2 of this Article include:
a) Documentation explaining how the conditions for auctioning land use rights are met according to land law regulations in the case of proposing to select an investor through the auction of land use rights as prescribed by land law;
b) Documentation explaining how the conditions for selecting an investor to implement a land-use investment project are met, in accordance with land law and bidding law, in the case of proposing the selection of an investor through bidding for a land-use project. In this case, the proposed investment project will preliminarily determine the total project implementation cost based on the total investment level of the project as stipulated by construction law, excluding compensation, support, and resettlement costs;
c) Information on documents proving land use rights for competent state agencies to search in the database or a valid copy of the Decision on land allocation or a copy of the Decision on land lease, land use right lease contract or a copy of the Certificate of land use rights, Certificate of ownership of housing and land use rights, Certificate of land use rights, ownership of house and other assets attached to the land in the case of proposing approval of investment policy simultaneously with approval of investor for investors with land use rights as prescribed in point a, clause 4, Article 23 of the Investment Law;
d) A certified copy of the document from the competent state agency approving the agreement on land use rights for the implementation of the investment project in cases where the proposal for approval of the investment policy is made simultaneously with the approval of the investor for investors receiving the transfer, capital contribution, or lease of agricultural land use rights to implement non-agricultural production and business investment projects as stipulated in point b, clause 4, Article 23 of the Investment Law.
4. For construction investment projects, the investment project proposal includes:
a) The content stipulated in point d of clause 1 or point b of clause 2 of this Article.
For housing and urban development investment projects, the project proposal includes an explanation of how the project meets the objectives and orientations of urban development, housing development programs and plans; the proposed division of the project into components (if any); and a preliminary phased investment plan ensuring synchronization (if any).
For urban development projects, if the construction law stipulates the preparation of a pre-feasibility study report, the investor or the competent state agency may submit or use the pre-feasibility study report instead of an investment project proposal, which includes a preliminary proposal for the urban infrastructure that the investor retains for business investment, and the urban infrastructure that the investor is responsible for handing over or proposes to hand over to the locality;
b) Content as stipulated in point d of clause 1 or point b of clause 2 of this Article; proposed division of project components (if any) for construction investment projects not falling under the cases stipulated in point a of this clause.
5. The competent state agencies responsible for preparing dossiers requesting approval or adjustment of investment policies for investment projects as prescribed in Clause 2 of this Article include:
a) Ministries, ministerial-level agencies, and provincial People's Committees shall organize the preparation of dossiers for projects under the authority of the National Assembly and the Prime Minister to approve investment policies;
b) Specialized agencies of the Provincial People's Committee; the Commune People's Committee; and the Management Boards of industrial parks, export processing zones, high-tech zones, and economic zones shall prepare dossiers for investment projects under the authority of the Chairman of the Provincial People's Committee to approve investment policies.
6. The agency receiving applications for approval or adjustment of investment policies:
a) The Ministry of Finance receives dossiers for investment projects falling under the authority of the National Assembly and the Prime Minister to approve investment policies;
b) The Department of Finance receives applications for investment projects under the authority of the Chairman of the Provincial People's Committee to approve investment policies outside industrial parks, export processing zones, concentrated digital technology zones, high-tech zones, and economic zones; investment projects within industrial parks, export processing zones, concentrated digital technology zones, high-tech zones, and economic zones; and investment projects for the construction and operation of infrastructure in industrial parks and export processing zones in areas where no Management Board for industrial parks, export processing zones, high-tech zones, or economic zones has been established, or which are not within the scope of management of such Management Boards.
c) The management board of industrial parks, export processing zones, high-tech zones, and economic zones receives applications for approval of investment policies for investment projects under the authority of the Chairman of the Provincial People's Committee to approve investment policies, implemented within industrial parks, export processing zones, concentrated digital technology zones, high-tech zones, and economic zones;
d) For investment projects implemented simultaneously inside and outside industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, and economic zones, the application process is as follows:
The Department of Finance receives investment project dossiers in cases where the investor establishes or plans to establish an operating office to implement the investment project outside of industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, and economic zones.
The management board of industrial parks, export processing zones, high-tech zones, and economic zones receives investment project dossiers in cases where the investor establishes or plans to establish an operating office to implement the investment project within an industrial park, export processing zone, high-tech zone, concentrated digital technology zone, or economic zone;
d) The Management Board of industrial parks, export processing zones, high-tech zones, economic zones, or the Department of Finance in cases where the Management Board of industrial parks, export processing zones, high-tech zones, or economic zones has not yet been established, shall receive applications for investment projects to construct and operate infrastructure in concentrated industrial parks, export processing zones, high-tech zones, and digital technology zones.
7. The content of the appraisal for the proposed investment policy approval includes:
a) Assess the conformity of the investment project with one of the plans within the planning system as prescribed by law on planning.
When assessing the conformity of an investment project with the planning, the assessment should be carried out to determine the project's alignment with the objectives, vision, orientation, or development direction, as well as the spatial arrangement and distribution of socio-economic activities according to the content and requirements of the planning.
In cases where the project's conformity with urban and rural planning must be assessed, the appraisal content must include an evaluation of the investment project's conformity with the zoning plan; in cases where the proposed project is located in an area not requiring a zoning plan according to the law on urban and rural planning, or where the zoning plan needs adjustment and has not yet been approved by the competent authority, the project's conformity with the general plan must be assessed.
b) Assess the land use (if any), forest use (if any), and sea area use (if any) requirements in accordance with the project's objectives, scale, location, and operational needs;
c) Preliminary assessment of the socio-economic effectiveness of the investment project; preliminary assessment of environmental impact (if any) in accordance with the law on environmental protection;
d) Assessment of investment incentives and conditions for enjoying investment incentives (if any);
d) Assessment of the technology used in the investment project for projects subject to technology appraisal according to the law on technology transfer (if any);
e) For housing construction investment projects (for sale, lease, lease-purchase) and urban areas, assess the project's suitability with urban development goals and orientations, housing development programs and plans; and provide a preliminary phased investment plan ensuring consistency.
g) Assessing the suitability of the investment project with the requirements for protecting and promoting the value of world heritage sites and the conditions stipulated by law on cultural heritage;
h) Legal basis and conditions for applying the investor selection method as prescribed in Clause 1, Article 23 of the Investment Law and Article 30 of this Decree.
8. The content of the appraisal for the proposal to approve the investment policy simultaneously with the approval of the investor includes:
a) The assessment contents stipulated in points a, b, c, d, e, f, and g of Clause 7 of this Article;
b) The ability to meet the conditions for land allocation and land lease in cases where land allocation and land lease are not conducted through auction of land use rights or bidding for investor selection; the ability to meet the conditions for land use conversion for projects requiring land use conversion;
c) Assess whether foreign investors meet market access requirements (if any);
d) Legal basis and conditions for investor approval as stipulated in Clause 1, Article 23 of the Investment Law and Article 30 of this Decree;
d) Assessing compliance with the conditions stipulated by law regarding construction, housing, urban development, and real estate business (for investment projects in housing construction, urban areas, and real estate business);
e) Other conditions for investors as prescribed by relevant laws.
9. The process of soliciting and responding to opinions during the appraisal of proposals for approval of investment policies shall be carried out in accordance with the principles stipulated in Article 6 of this Decree. In cases where laws on construction, housing, urban development, and real estate business specify the agencies authorized to solicit opinions and the content of those opinions, the provisions of those laws shall apply.
Article 33. Procedures for project implementation in cases where two or more investors submit valid applications to implement an investment project at the same location.
In cases where an investment project as stipulated in points c and d of Clause 6, Article 30 of this Decree has two or more investors submitting valid applications to implement the investment project at the same location within 10 working days (for projects under the authority of the Prime Minister to approve investment policies) or 07 working days (for projects under the authority of the Chairman of the Provincial People's Committee to approve investment policies) from the date of receipt of the valid application from the first investor, the Ministry of Finance and the investment registration agency shall carry out the following procedures:
1. A written notification shall be sent to investors regarding the implementation of the investment policy approval procedure and investor selection as stipulated in this clause within 12 working days (for projects under the authority of the Prime Minister to approve investment policies) or 10 working days (for projects under the authority of the Chairman of the Provincial People's Committee) from the date of receipt of the first investor's valid application. The Ministry of Finance and the investment registration agency shall not consider and return the applications of other investors (if any) submitted after 10 working days (for projects under the authority of the Prime Minister to approve investment policies) or 07 working days (for projects under the authority of the Chairman of the Provincial People's Committee) from the date of receipt of the first investor's valid application.
2. The procedure for approving the investment policy shall be carried out in accordance with the relevant provisions of Article 34 or Article 35 of this Decree, based on the investment project proposal of the first investor. If the investment project proposal of the first investor does not meet the requirements specified in Clause 7, Article 32 of this Decree, the procedure for approving the investment policy shall be carried out according to the principle of considering the investment project proposals of each investor in the order of submission of their applications.
3. Based on the proposal of the Ministry of Finance or the investment registration agency, the agency approving the investment policy shall consider and approve the investment policy and assign the competent state agency to choose the bidding law to organize the selection of the investor from among the investors who have submitted valid applications. In this case, the tender documents are issued to the investors who have submitted valid applications without having to carry out the expression of interest procedure. The winning investor shall implement the project in accordance with the Decision approving the investment policy, the contract (if any), investment law, land law, and other relevant legal provisions.
4. In cases where, during the process of approving investment policies as stipulated in Clause 2 of this Article, only one investor has submitted a valid application, the investment policy approval authority shall consider approving the investment policy and simultaneously assign the competent state agency to carry out the investor approval procedure according to the corresponding procedures stipulated in Clause 1 or Clause 3 of Article 31 of this Decree, without having to carry out the procedure stipulated in Clause 3 of this Article and without having to prepare a report on the results of the invitation for expressions of interest.
5. In cases where, after the investment policy has been approved for a project as stipulated in Clause 2 of this Article, only one investor has submitted a valid application, the competent state agency shall carry out the investor approval procedure according to the corresponding procedures stipulated in Clause 1 or Clause 3 of Article 31 of this Decree, without having to carry out the procedure stipulated in Clause 3 of this Article and without having to prepare a report on the results of the invitation for expressions of interest.
6. Investors approved under Clauses 4 and 5 of this Article shall implement the project in accordance with the investment policy approval decision, the investor approval decision, investment law, land law, and other relevant legal provisions.
Article 34. Procedures for the Prime Minister's approval of investment policies.
1. Investment projects subject to the Prime Minister's approval of investment policies are stipulated in Clause 2, Article 25 of the Investment Law. Other investment projects subject to the Prime Minister's approval of investment policies, as stipulated in Clause 19, Article 24 of the Investment Law, are projects that, according to other relevant laws, require submission to the Prime Minister for approval of investment policies.
2. The dossier requesting approval of the investment policy from the Prime Minister shall be prepared in accordance with the provisions of Article 32 of this Decree.
3. Investors or competent state agencies as stipulated in point a, clause 5, Article 32 of this Decree shall submit one set of documents requesting approval of investment policy in accordance with the corresponding provisions in clause 1 or clause 2, Article 32 of this Decree, along with an electronic copy of the documents, to the Ministry of Finance.
4. Within 03 working days from the date of receiving a valid dossier as prescribed in Clause 2 of this Article, the Ministry of Finance shall send the dossier to relevant ministries, agencies, and provincial People's Committees where the project is planned to be implemented for appraisal regarding the content of the investment project falling within the scope of state management of those agencies as prescribed in Clause 7 or Clause 8 of Article 32 of this Decree.
For investment projects proposing the conversion of land use from rice cultivation land, protective forest land, or special-use forest land; or the conversion of forest land to other uses, the procedure for obtaining opinions is as follows:
a) For projects proposing the conversion of land use from rice cultivation land, protective forest land, or special-use forest land to other purposes, the Ministry of Finance shall seek the appraisal opinions of the Ministry of Agriculture and Environment and the People's Committee of the province where the project is planned to be implemented regarding the project's conformity with the land use plan or general plan in cases where there is no land use plan as prescribed by land law and approved by competent state agencies; the remaining allocated land use targets at the time of project proposal; the current land use status (types of land, land users); preliminary plan for land acquisition, compensation, support, and resettlement (if any); and compliance with land law regulations in cases where the investor is currently using land allocated or leased by the State for other investment projects.
b) For projects proposing the conversion of forest land to other uses, the Ministry of Finance shall seek appraisal opinions from the Ministry of Agriculture and Environment, relevant ministries and agencies, and the People's Committee of the province where the project is planned to be implemented regarding the proposal to convert forest land to other uses, in accordance with the law on forestry.
5. Within 10 working days from the date of receiving the request from the Ministry of Finance, the consulted agency shall provide its assessment of the content within its scope of state management and send it to the Ministry of Finance.
In cases where a project is subject to preliminary environmental impact assessment as stipulated by environmental protection laws, the Ministry of Agriculture and Environment shall fulfill the responsibilities specified in this clause regarding the content of the preliminary environmental impact assessment.
6. Within 20 working days from the date of receiving a valid application as prescribed in Clause 2 of this Article, the Ministry of Finance shall organize the appraisal of the application and prepare an appraisal report including the contents prescribed in Clause 7 or Clause 8 of Article 32 of this Decree. The appraisal report shall fully reflect the acceptance and explanation of opinions from relevant ministries, sectors, agencies, and organizations, as well as the opinion of the Ministry of Finance regarding the fulfillment of the conditions for submission to the Prime Minister for consideration and approval of the investment policy.
7. Within 05 working days from the date of receiving the appraisal report from the Ministry of Finance, the Prime Minister shall consider and approve the investment policy.
8. The content of the Prime Minister's Decision approving the investment policy includes:
a) The investor implementing the project (in cases where the investment policy is approved simultaneously with the investor approval) or the method of selecting the investor (in cases where the investor is selected to implement the project through auction of land use rights or bidding);
b) Project name; objectives; scale (including: scale, design capacity, construction scale, land use scale, use of sea area if any); project investment capital (preliminary total project implementation cost, if any), project operating period;
c) Location of the investment project;
d) Investment project implementation progress: progress of capital contribution and mobilization of capital sources; progress of basic construction and commissioning of works (if any); preliminary investment phasing plan or division of project components (if any); progress of implementation of each stage (for investment projects with multiple stages);
d) Details regarding the technology to be applied (if any);
e) Investment incentives, support measures and applicable conditions (if any);
g) Other conditions for implementing the investment project (if any);
h) Responsibilities of investors and relevant agencies in the implementation of investment projects.
9. The decision approving the investment policy shall be sent to the Ministry of Finance, the investor or the competent state agency submitting the dossier as prescribed in Clause 2 of this Article, the People's Committee of the province where the investment project is implemented to organize the auction (in the case of selecting an investor to implement the project through auction of land use rights), the competent agency as prescribed by law on bidding to announce information on the investment project (in the case of selecting an investor to implement the project through bidding), the investment registration agency, and relevant ministries and agencies involved in the implementation of the investment project.
Article 35. Authority, procedures, and formalities for approving investment policies by the Chairman of the Provincial People's Committee.
1. Investment projects subject to the approval of the provincial People's Committee Chairman are regulated in Clause 3, Article 25 of the Investment Law.
2. Investment projects subject to the approval of the investment policy by the Chairman of the Provincial People's Committee as stipulated in Clause 8, Article 24 of the Investment Law include:
a) Investment projects that request the State to allocate or lease land without auctioning the land use rights or through bidding to select investors to implement projects using land;
b) Investment projects that request the State to allocate or lease land to households and individuals that are subject to the requirement of obtaining written approval from the Provincial People's Committee according to the provisions of land law;
c) Investment projects that request the State to allocate or lease land, excluding cases involving the transfer of land use rights and assets attached to the land;
d) Investment projects that propose a change in land use purpose that require written permission from a competent state agency in accordance with land law, except for land use change by households or individuals that do not require approval from the provincial People's Committee in accordance with land law.
3. The approval of investment policies for investment projects that propose a change in land use purpose, as stipulated in Clause 8, Article 24 of the Investment Law, applies to cases where the investor is the land user requesting a change in land use purpose and does not apply to cases of land allocation or land lease through auction of land use rights or bidding to select investors as prescribed by land law.
4. The approval of investment policy stipulated in Clause 8, Article 24 of the Investment Law does not apply to the following cases:
a) Projects falling under the cases specified in points a, b, and c of Clause 8, Article 24 of the Investment Law;
b) Power projects that, according to the law on electricity, do not require the procedure for approval of investment policy.
5. Investment projects subject to the approval of the provincial People's Committee Chairman as stipulated in Clause 9, Article 24 of the Investment Law are projects requesting the State to allocate land, lease land, or permit the change of land use purpose in areas affecting national defense and security as determined according to Clause 7, Article 2 of this Decree, or the opinion of the Ministry of National Defense or the Ministry of Public Security as stipulated in Point d, Clause 2, Article 91 of this Decree.
6. The dossier requesting approval of the investment policy by the Chairman of the Provincial People's Committee shall be prepared in accordance with the provisions of Article 32 of this Decree.
7. The procedure for approving investment policies by the Chairman of the Provincial People's Committee is as follows:
a) The investor or competent state agency shall submit one set of documents requesting approval of the investment policy in accordance with the provisions of Clause 1 or Clause 2 of Article 32 of this Decree, along with an electronic copy of the documents, to the investment registration authority;
b) Within 02 working days from the date of receiving a valid dossier as prescribed in point a of this clause, the investment registration agency shall send the dossier to the departments, the People's Committees of communes where the project is planned to be implemented, and relevant local agencies for appraisal opinions on matters within the scope of state management of those agencies as prescribed in clause 7 or clause 8 of Article 32 of this Decree. For investment projects implemented in areas affecting national defense and security, the investment registration agency shall seek opinions from the Provincial Military Command and the Provincial Police Department on meeting the conditions for ensuring national defense and security;
c) Within 07 working days from the date of receiving the request from the investment registration authority, the consulted agency shall provide its assessment of the content within its scope of state management and send it to the investment registration authority.
In cases where a project is subject to preliminary environmental impact assessment as stipulated by environmental protection laws, the provincial-level environmental protection agency shall fulfill the responsibilities specified in this clause regarding the preliminary environmental impact assessment.
d) Within 14 working days from the date of receiving a valid application as prescribed in point a of this clause, the investment registration agency shall prepare an appraisal report including the appraisal contents as prescribed in clause 7 or clause 8 of Article 32 of this Decree, and submit it to the Chairman of the Provincial People's Committee.
8. Within 03 working days from the date of receiving the dossier and appraisal report, the Chairman of the Provincial People's Committee shall consider and approve the investment policy for the project, including the contents specified in Clause 8, Article 34 of this Decree.
9. The decision approving the investment policy shall be sent to the investor or the competent state agency that submitted the application as prescribed in point a, clause 7 of this Article, the agency assigned to organize the auction (in the case of selecting an investor to implement the project through auction of land use rights), the competent agency as prescribed by law on bidding to announce information on the investment project (in the case of selecting an investor through bidding), the investment registration agency, and relevant departments and agencies involved in the implementation of the investment project.
10. For investment projects in industrial parks, export processing zones, concentrated digital technology zones, high-tech zones, and economic zones as stipulated in Clause 4, Article 25 of the Investment Law, the Management Board of the industrial park, export processing zone, high-tech zone, or economic zone shall carry out the investment policy approval procedures as follows:
a) The investor or the competent state agency specified in point b, clause 5, Article 32 of this Decree shall submit one set of documents requesting approval of the investment policy in accordance with the corresponding provisions in clause 1 or clause 2, Article 32 of this Decree, along with an electronic copy of the documents, to the Management Board of the industrial park, export processing zone, high-tech zone, or economic zone;
b) Within 02 working days from the date of receiving a valid dossier as prescribed in point a of this clause, the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones shall send the dossier to relevant local agencies for appraisal on matters within the scope of state management of those agencies as prescribed in Clause 7 or Clause 8 of Article 32 of this Decree. For investment projects implemented in areas affecting national defense and security, the investment registration agency shall seek opinions from the Provincial Military Command and the Provincial Police Department on meeting the conditions for ensuring national defense and security;
c) Within 07 working days from the date of receiving the request from the Management Board of the industrial park, export processing zone, high-tech zone, or economic zone, the consulted agency shall provide its assessment of the content within its scope of state management and send it to the Management Board of the industrial park, export processing zone, high-tech zone, or economic zone;
d) Within 17 working days from the date of receiving a valid dossier as prescribed in point a of this clause, the Management Board of the industrial park, export processing zone, high-tech zone, or economic zone shall prepare an appraisal report including the contents prescribed in clause 7 or clause 8 of Article 32 of this Decree and a decision approving the investment policy including the contents prescribed in clause 8 of Article 34 of this Decree.
11. Investment projects that simultaneously fall under the authority of two or more Chairpersons of the Provincial People's Committees to approve investment policies shall be implemented as follows:
a) Investors may choose to carry out the investment policy approval procedure in the locality where the majority of the proposed land area is to be used, or where the main construction works of the project are to be built, or where the majority of the investment project's activities are to be carried out, unless otherwise stipulated by law;
b) The Chairman of the People's Committee of the province where the investor submits the application for approval of the investment policy shall seek opinions from the Chairmen of the People's Committees of the relevant provinces and consider approving the investment policy for the entire project when all Chairmen of the People's Committees of the provinces where the project is implemented agree;
c) For projects proposing to select investors through land use rights auction or bidding, the Chairman of the People's Committee of the province where the investor proposes to implement the project is the lead agency, coordinating with relevant agencies and localities to organize the land use rights auction or bidding to select the investor in accordance with the land law and the law on bidding;
d) The investment policy approval document serves as the basis for local authorities where the project is implemented to allocate land, lease land, and change the land use purpose for the project area within that locality, and to carry out the project.
Section 3. PROCEDURES FOR ISSUING, AMENDING, AND REVOKING INVESTMENT REGISTRATION CERTIFICATES
Article 36. Authority to issue, amend, and revoke Investment Registration Certificates
1. The authority to issue, amend, and revoke Investment Registration Certificates shall be exercised in accordance with the provisions of Article 27 of the Investment Law.
2. The Department of Finance in the locality where the investor establishes or plans to establish its operational office to implement the investment project shall issue, amend, or revoke the Investment Registration Certificate for the following investment projects:
a) Investment projects implemented in two or more provincial-level administrative units;
b) Investment projects in industrial parks, export processing zones, high-tech zones, and economic zones where no management board has been established, or which are not under the management of such a board.
3. The management boards of industrial parks, export processing zones, high-tech zones, and economic zones shall issue, amend, and revoke investment registration certificates for the following investment projects:
a) Investment projects for the construction and operation of infrastructure in industrial parks, export processing zones, concentrated digital technology zones, high-tech zones, and functional zones within economic zones;
b) Investment projects implemented in industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, and economic zones.
4. For investment projects implemented simultaneously inside and outside industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, and economic zones, the authority to issue, amend, and revoke Investment Registration Certificates is determined as follows:
a) In cases where the investor establishes or plans to establish an operating office to implement the investment project outside of industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, and economic zones, the Department of Finance in the location where the project is implemented has the authority to issue, amend, or revoke the Investment Registration Certificate;
b) In cases where the investor establishes or plans to establish an operating office to implement the investment project in an industrial park, export processing zone, high-tech zone, concentrated digital technology zone, or economic zone, the Management Board of the industrial park, export processing zone, high-tech zone, or economic zone where the project is implemented has the authority to issue, amend, or revoke the Investment Registration Certificate.
5. In case of a change in the location of the investment project, the investment registration authority where the project is moved to has the authority to issue, amend, or revoke the Investment Registration Certificate.
Article 37. Contents of the Investment Registration Certificate
1. Name of the investment project.
2. Investors.
3. Investment project code.
4. Location of the investment project and area of land used.
5. Objectives and scope of the investment project.
6. Investment capital of the investment project (including capital contributed by the investor and capital raised).
7. Duration of the investment project.
8. Progress of investment project implementation, including:
a) Progress of capital contribution and mobilization of funding sources;
b) The progress of achieving the main operational objectives of the investment project; if the investment project is divided into phases, the progress of each phase must be specified.
9. Forms of investment incentives and support, and the basis and conditions for their application (if any).
10. Conditions for investors to implement the investment project (if any).
Article 38. Procedures for issuing and amending Investment Registration Certificates for projects subject to investment policy approval.
1. The procedures for issuing and amending Investment Registration Certificates for investment projects that have received approval for investment policy simultaneously with investor approval and are subject to the issuance of an Investment Registration Certificate are as follows:
a) Based on the Decision approving the investment policy and the Decision approving the adjustment of the investment policy, the investment registration authority shall issue or adjust the Investment Registration Certificate within 05 working days from the date of receipt of the Decision approving the investment policy and the Decision approving the adjustment of the investment policy;
b) For investment projects subject to the approval of investment policies by two or more Chairpersons of the Provincial People's Committees, the Department of Finance of the locality where the investment policy approval procedure is carried out shall issue the Investment Registration Certificate.
2. For investment projects that have received investment policy approval and where the investor has won the auction or tender; and for investment projects subject to investor approval as stipulated in Clause 3, Article 23 of the Investment Law and requiring an Investment Registration Certificate, the investor shall submit a written request for an Investment Registration Certificate to the investment registration authority within 05 working days from the date the investment registration authority receives the request.
3. For investment projects where the Economic Zone Management Board approves the investor, the Economic Zone Management Board shall decide to approve the investor simultaneously with issuing the Investment Registration Certificate.
4. For projects not subject to the issuance of an Investment Registration Certificate, if an Investment Registration Certificate is required, the investor shall submit a written request for the issuance of an Investment Registration Certificate, along with information on the Decision approving the investment policy and the Decision approving the investor (if any) for the investment registration authority to search in its database, or a valid copy of the Decision approving the investment policy and the Decision approving the investor (if any) to the investment registration authority for issuance of the Investment Registration Certificate within 05 working days from the date of receipt of the written request.
Article 39. Procedures for issuing and amending Investment Registration Certificates for investment projects not subject to investment policy approval.
1. Investors shall submit one set of documents requesting the issuance of an Investment Registration Certificate, including the contents specified in Clause 1, Article 32 of this Decree, to the investment registration authority. If the investment project is implemented in two or more provincial-level administrative units, the investor shall submit the documents to the Department of Finance of one province or centrally-governed city where the investor implements the investment project, or where the investor plans to establish an operating office, to request the issuance of an Investment Registration Certificate for the project.
2. For investment projects that have already commenced operations, investors shall submit documents as prescribed in Clause 1 of this Article, in which the investment project proposal is replaced by a report on the implementation status of the investment project from the time of commencement to the time of requesting the issuance of the Investment Registration Certificate.
3. The investment registration authority shall consult with local state management agencies when necessary and issue an Investment Registration Certificate to the investor within 10 working days from the date of receipt of a valid application when the project meets the following conditions:
a) Not belonging to sectors or professions prohibited from investment and business activities as stipulated in Article 6 of the Investment Law and international investment treaties;
b) The location for the investment project must be determined based on information from documents proving land use rights that the competent state agency can search in its database, or a valid copy of the land use right document, or a valid copy of the lease agreement, or other documents identifying the right to use the location for the investment project;
c) The investment project conforms to the planning regulations specified in Clause 7, Article 32 of this Decree;
d) Meeting the conditions regarding investment per land area as stipulated by the Provincial People's Committee based on the actual conditions of the locality and approved by the Standing Committee of the Provincial People's Council (if any), and the number of laborers employed (if any);
d) Meeting market access requirements for foreign investors;
e) Meeting the conditions regarding the use of technology for projects subject to technology consultation (if any) as stipulated by the law on technology transfer.
4. The procedure for adjusting the Investment Registration Certificate for projects not subject to investment policy approval shall be carried out in accordance with the provisions of Article 56 of this Decree.
Article 40. Investment Project Code
1. The investment project code is a series of numbers automatically generated by the National Investment Information System and recorded in the Investment Registration Certificate. Each investment project is assigned a unique code, which remains valid throughout the project's operation and expires when the project ceases operation.
2. For investment projects implemented under an Investment Certificate, Investment License, or other equivalent documents, the investment project code is the number of the Investment Certificate, Investment License, or other equivalent document issued to the investment project.
3. The competent state agency shall uniformly use the investment project code to manage and exchange information about investment projects.
Article 41. Implementing investment procedures on the National Investment Information System
1. Before proceeding with the issuance or amendment of the Investment Registration Certificate, investors must declare information about the investment project online through the National Investment Information System. Within 10 working days from the date of online declaration, investors must submit the application for issuance or amendment of the Investment Registration Certificate to the investment registration authority. If the investment registration authority does not receive the application within 10 working days from the date of online declaration, the online declaration will no longer be valid.
2. The investment registration authority uses the National Investment Information System to receive, process, and return results of investment procedures, update the processing status of dossiers, and issue investment project codes. The investment project code becomes valid when the electronic copy of the Investment Registration Certificate is recorded and stored in the National Investment Information System.
3. In the event that the National Investment Information System experiences a malfunction and becomes inaccessible, the investment registration authority shall issue the Investment Registration Certificate according to the following contingency procedure:
a) The investment registration authority receives applications for the issuance or amendment of investment registration certificates in paper form and submits a written request to the Ministry of Finance to issue a project code. Within 02 working days from the date of receiving the written request from the investment registration authority, the Ministry of Finance issues the project code and notifies the investment registration authority;
b) Within 05 working days from the date the Investment Registration Certificate is issued under the contingency procedure, the investment registration authority shall update the information on the investment project in the National Investment Information System.
Article 42. Online application for issuance and amendment of Investment Registration Certificates
1. For investment projects not subject to investment policy approval, investors may choose to submit applications for issuance or adjustment of Investment Registration Certificates in paper form as prescribed in Articles 39 and 56 of this Decree, or submit applications online through the National Investment Information System in one of two forms: using digital signatures or not using digital signatures.
2. Applications for the issuance or amendment of investment registration certificates submitted online must include the data as prescribed in this Decree and must be presented in electronic form, having the same legal validity as paper applications.
3. Online applications are considered valid if they meet the following conditions:
a) The documents and content are fully declared as required for paper-based files, presented in electronic format, and named according to the type of document;
b) The information declared on the System is complete and accurate according to the information in the paper documents; it is verified by the investor's digital signature or by matching it with the paper documents.
4. In cases where the investor authorizes someone else to carry out the investment procedures, the application for issuance or amendment of the Investment Registration Certificate must be accompanied by a power of attorney and legal documents of the authorized party.
Article 43. Procedures for issuing and amending online Investment Registration Certificates on the National Investment Information System.
1. Investors shall follow the procedures for issuing and amending Investment Registration Certificates using digital signatures as follows:
a) Investors register an account on the National Investment Information System;
b) Investors declare information and upload digitally signed electronic documents to the National Investment Information System;
c) After completing the submission of the application, the investor receives an application receipt through the National Investment Information System;
d) If the application is incomplete or contains content requiring clarification, the investment registration authority shall send a notification to the investor to complete the application on the National Investment Information System within 05 working days from the date of receipt of the application;
d) If the application is valid and meets the conditions, the investment registration authority shall issue or amend the Investment Registration Certificate for the investor within 10 working days from the date of receipt of the valid application.
2. Investors shall follow the procedures for issuing and amending Investment Registration Certificates without using digital signatures as follows:
a) Investors register an account on the National Investment Information System;
b) Investors declare information and upload electronic documents to the System;
c) After completing the submission of the application, the investor receives an Application Receipt via the System;
d) If the application is incomplete or contains content requiring clarification, the investment registration authority will send a notification to the investor to complete the application on the System within 05 working days from the date of receipt of the application;
d) If the application meets the requirements for issuing or amending the Investment Registration Certificate, the investment registration authority shall notify the investor through the System;
e) After receiving the notification as stipulated in point d of this clause, the investor shall submit a set of paper documents along with a printed copy of the receipt to the investment registration authority, either directly or via postal service, for verification against the documents submitted on the System. If, after 30 days from the date of sending the notification regarding the fulfillment of the conditions for granting or amending the Investment Registration Certificate, the investment registration authority does not receive the paper documents from the investor for verification, the investor's electronic registration documents shall no longer be valid;
g) The investment registration authority shall issue or amend the Investment Registration Certificate within 10 working days (excluding the time for the investor to submit the paper documents for verification against the electronic documents) from the date of receipt of a valid application if the contents of the verification are consistent;
h) Investors are responsible for the accuracy and completeness of the paper documents compared to the documents submitted on the System. If the paper documents do not match the documents submitted on the System, the investment registration authority has the right to refuse to issue or amend the Investment Registration Certificate.
Article 44. Procedures for reissuing and correcting information on the Investment Registration Certificate
1. In case the Investment Registration Certificate is lost or damaged, the investor shall submit a written request for reissuance of the Investment Registration Certificate to the investment registration authority within 03 working days from the date the investment registration authority receives the request.
2. In cases where the Investment Registration Certificate stored electronically in the National Investment Information System contains different information from the original Investment Registration Certificate, the Investment Registration Certificate with the correct information as recorded in the investment registration dossier shall have legal validity. The investment registration authority shall correct the information on the Investment Registration Certificate within 03 working days from the date of receiving the investor's request.
3. In cases where the information on the Investment Registration Certificate is inaccurate compared to the information registered in the investment procedure dossier, the investment registration authority shall correct the information on the Investment Registration Certificate within 03 working days from the date of receiving the investor's request.
Article 45. Registration for resubmission of Investment Registration Certificate
For investment projects that have been granted an Investment Registration Certificate but no longer fall under the cases requiring an Investment Registration Certificate as stipulated in Clause 1, Article 26 of the Investment Law, the investor shall return the Investment Registration Certificate to the investment registration authority (if the investor so desires) and continue to implement the investment project in accordance with the law.
Section 4. SPECIAL INVESTMENT PROCEDURES
Article 46. Special Investment Procedures
1. Investors have the right to choose to implement special investment procedures for investment projects as stipulated in Clause 1, Article 28 of the Investment Law, except for projects stipulated in Clauses 5, 6, 11, 12, 13, 15, 16, 17, 18 and 20, Article 24 of the Investment Law implemented in economic zones, free trade zones and projects stipulated in Clause 14, Article 24 of the Investment Law.
2. Investment projects in high-tech zones must meet the principles and criteria for projects carrying out high-tech activities as stipulated in the High-Tech Law and the Government's regulations on high-tech zones.
3. In case of discrepancies between this Decree and other Government regulations on special investment procedures (excluding investment procedures for projects implemented in international financial centers in Vietnam), the provisions of Article 28 of the Investment Law and this Decree shall prevail.
Article 47. Procedures for registering and issuing Investment Registration Certificates
1. The investment registration dossier includes the documents specified in points a, b, c, d, e, g, and h of Clause 1, Article 32 of this Decree, in which the proposal for implementing the investment project includes a commitment to meet the conditions, standards, and regulations prescribed by law on construction, environmental protection, technology transfer, fire prevention and fighting; the investment project proposal includes identification and forecast of environmental impacts and measures to mitigate adverse environmental impacts as an alternative to the preliminary environmental impact assessment, and the use of restricted transfer technologies as prescribed by law on technology transfer (if any).
2. The investor's commitment in the application for investment project implementation as stipulated in Clause 1 of this Article includes the following contents:
a) Relevant conditions, standards, and technical regulations as prescribed by law on construction, environmental protection, technology transfer, and fire prevention and fighting;
b) Conduct a preliminary assessment of the project's conformity with the conditions, standards, and technical regulations stipulated in point a of this clause;
c) Commitment to comply with the conditions, standards, and technical regulations stipulated in point a of this clause, to refrain from any prohibited acts as prescribed by law on construction, environmental protection, technology transfer, fire prevention and fighting, and to bear full responsibility in case of failure to fulfill the commitment.
3. The application evaluation includes the following:
a) The project's conformity with the planning shall be determined according to the principles stipulated in Clause 4 of this Article;
b) The legal standing and experience of the investor;
c) Land use requirements (if any);
d) For projects requesting the State to allocate land, lease land, or permit the change of land use purpose, assess the ability to meet the conditions for land allocation, land lease, and change of land use purpose as prescribed by land law; the suitability of land use needs with the objectives, scale, investment capital, location, and implementation schedule of the project;
d) Project implementation progress;
e) Content of the investor's commitment;
g) Investment incentives and conditions for enjoying investment incentives (if any).
4. The assessment of the project's conformity with the planning as stipulated in Article 28 of the Investment Law shall be carried out as follows:
a) Assess the project's conformity with the zoning plan for industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, and free trade zones. If the proposed project is located in an area not requiring a zoning plan, or where the zoning plan needs adjustment and has not yet been approved by the competent authority, assess the project's conformity with one of the relevant general plans that are still in effect according to the law on urban and rural planning, except as stipulated in point c of this clause;
b) In cases where the proposed project is to be implemented in a functional area within an economic zone, the project's conformity with the economic zone's master plan or one of the relevant master plans that is still valid according to the law on urban and rural planning shall be assessed, except for the case specified in point c of this clause;
c) For industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, free trade zones, and functional zones within economic zones with zoning plans that are still valid according to the Law on Urban and Rural Planning, the project's conformity with the zoning plan shall be assessed.
5. Procedures for registering and obtaining an Investment Registration Certificate
a) Investors shall submit one set of application documents for the issuance of an Investment Registration Certificate as stipulated in Clauses 1 and 2 of this Article to the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones.
b) Within 15 working days from the date of receiving the application, the Management Board of the industrial park, export processing zone, high-tech zone, or economic zone shall evaluate the application in accordance with the provisions of Clause 3 of this Article and issue the Investment Registration Certificate;
c) The investment registration certificate, along with the investor's commitment, shall be simultaneously sent to the competent state management agencies responsible for construction order management, science and technology, environmental protection, and fire prevention and fighting in the locality;
d) In cases where two or more investors propose a project requesting the State to lease land or change the land use purpose at the same location, the Management Board of the industrial park, export processing zone, high-tech zone, or economic zone shall consider and issue an Investment Registration Certificate to the investor who submits the first valid application and notify the remaining investors in writing. If the first investor to submit an application is refused an Investment Registration Certificate, the Management Board of the industrial park, export processing zone, high-tech zone, or economic zone shall proceed with the issuance of the Investment Registration Certificate according to the principle of considering the applications of each subsequent investor in turn.
6. The content of the Investment Registration Certificate shall comply with the provisions of Article 37 of this Decree, including the investor's commitment.
Article 48. Adjustment of investment projects subject to special investment procedures.
The adjustment of investment projects as stipulated in Clause 1, Article 28 of the Investment Law shall be carried out in accordance with the corresponding provisions in Clause 5, Article 47 of this Decree, in which the content of the request for adjustment includes a commitment to meet the conditions, standards, and regulations prescribed by law on construction, environmental protection, and fire prevention and fighting.
Article 49. Implementation of investment projects subject to special investment procedures.
1. Investors are responsible for implementing the project in accordance with the provisions of the Investment Registration Certificate, the commitments on construction, environmental protection, fire prevention and fighting, and are liable for any failure to fulfill their commitments.
If a project fails to meet the committed conditions, standards, and technical regulations, the competent state agency shall consider imposing administrative penalties, suspending or terminating operations, or implementing other forms of handling as prescribed by law.
2. For investment projects subject to environmental impact assessment as stipulated in the Law on Environmental Protection when registering for investment as prescribed in Article 28 of the Law on Investment, the investor is not required to prepare an environmental impact assessment report. In cases where the project is subject to the issuance of an Environmental Permit, the investor shall proceed as follows:
a) Carry out the procedure for obtaining an Environmental Permit before commencing construction at the competent state agency that approved the results of the environmental impact assessment report, corresponding to the case where the project is required to prepare an environmental impact assessment report according to the law on environmental protection;
b) The procedures for granting environmental permits shall be carried out in accordance with the applicable environmental protection laws for investment projects that are not subject to environmental impact assessment.
3. For projects requiring environmental registration, investors shall register the environmental impact assessment in accordance with the provisions of point b, clause 6, Article 49 of the Law on Environmental Protection.
4. The investor is responsible for notifying the competent state agency of the commencement of construction as follows:
a) For investment projects with a construction component, at least 30 days before the commencement of construction, the investor is responsible for notifying the competent state agency for construction order management in the locality and the Management Board as prescribed in Clause 3, Article 28 of the Investment Law about the commencement of construction.
b) The economic-technical report for construction investment, as stipulated in point a, clause 3, Article 28 of the Investment Law, shall be prepared for the entire investment project or for each component project, or each phase of project implementation when the project has phased investment, but must ensure compliance with the Investment Registration Certificate issued by the competent authority. The economic-technical report for construction investment of a component project or by phase must reflect the contents of the economic-technical report as prescribed by the law on construction, ensuring the consistency of the entire project.
Article 50. Inspection, supervision, and evaluation of investment projects implementing special investment procedures.
1. Investors have the following responsibilities:
a) Independently organize and conduct monitoring and evaluation of investment projects;
b) The monitoring and evaluation of investment projects under point a of this clause shall be carried out in accordance with the provisions of the law on investment and relevant laws.
2. The management board performs its duties and exercises its powers as prescribed by law and is responsible for:
a) The management board shall conduct inspections, supervision, and evaluation of investment projects within the scope of its functions, duties, and powers;
b) Provide written notification to the investor of any issues arising before the commencement and during the implementation of the investment project;
c) To resolve, within their authority, or to promptly notify the competent state agency for resolution, any issues arising during the implementation of the investment project;
d) Coordinate with competent state agencies or act under authorization to inspect, monitor, and evaluate the implementation of investors' commitments regarding construction, environmental protection, technology transfer, and fire prevention and fighting in accordance with the law.
3. State investment management agencies and specialized state management agencies shall inspect, supervise, and evaluate investment projects within their respective functions, duties, and powers.
Section 5. Adjustment of Investment Project
Article 51. Content and procedures for adjusting investment projects
1. During the implementation of an investment project, the investor may adjust the project to include the contents stipulated in Clauses 1, 2, and 3 of Article 33 of the Investment Law.
2. For projects that have received investment approval, the investor shall follow these procedures:
a) In case of adjusting the content of the investment project as prescribed in Clause 3, Article 33 of the Investment Law, the investor shall carry out the procedure for adjusting the Decision approving the investment policy as prescribed in Articles 52, 53 and 54 of this Decree. Based on the Decision approving the adjustment of the investment policy, the investor shall carry out the procedure for adjusting the Decision approving the investor (if any) or the Investment Registration Certificate (if any);
b) When adjusting the content of an investment project that does not fall under the cases specified in Clause 3, Article 33 of the Investment Law, the investor is not required to go through the procedure of approving the adjustment of the investment policy.
3. Investors shall carry out the procedure for approving adjustments to investment policies as prescribed in Clause 3, Article 33 of the Investment Law in the following cases:
a) Changes to the content and objectives subject to investment policy approval as stipulated in the investment policy approval document;
b) Changes in the scale of land use exceeding 10% or 30 hectares in cases where the project requests the State to allocate or lease land without auctioning land use rights or bidding to select investors;
c) Changing the investment location to a new location different from the one approved in the investment policy approval document, except in cases where the information about the investment location changes due to the rearrangement of administrative units and the organization of local government at two levels, or in cases where the land use area changes but remains at the approved location;
d) Extending the implementation schedule of the investment project in cases where the schedule adjustment exceeds 24 months as stipulated in Clause 4, Article 33 of the Investment Law;
d) Adjusting the operating period of the investment project, except as stipulated in point c, clause 1, Article 28 of this Decree;
e) Changes to the investor of an investment project that received approval in principle simultaneously with the approval of the investor before the project commences operation or exploitation, or changes to the conditions for the investor as stated in the investment approval document (if any).
4. For investment projects that do not require investment policy approval, or projects that have received investment policy approval but do not fall under the cases specified in Clause 3, Article 33 of the Investment Law, the investor shall carry out the procedure for adjusting the Investment Registration Certificate (if any) as prescribed in Article 56 of this Decree.
5. In cases where a proposed adjustment to an investment project does not require approval of investment policy but instead results in the project requiring such approval, the investor must complete the investment policy approval procedure as stipulated in Section 2, Chapter IV of this Decree before adjusting the investment project. In this case, the investment policy approval authority will review the proposed adjustments to approve the investment policy.
6. The procedures for adjusting investment projects shall be carried out in accordance with the corresponding regulations in Section 5 of this Chapter for the adjusted contents.
Article 52. Procedures for adjusting investment projects under the authority of the Prime Minister to approve investment policies.
1. Investors submit one set of documents, along with an electronic copy, to the Ministry of Finance. The documents include:
a) Document requesting adjustments to the investment project;
b) Report on the progress of the investment project up to the time of adjustment;
c) Investor's decision on adjusting the investment project for investors who are organizations;
d) Provide explanations or documents related to the adjustments to the provisions in points b, c, d, e, g, and h of Clause 1, Article 32 of this Decree (if any).
2. Procedures for adjusting investment projects:
a) Within 03 working days from the date of receiving a valid dossier, the Ministry of Finance shall send the dossier to the competent state agency as prescribed in Clause 4, Article 34 of this Decree to obtain opinions on the contents of the investment project adjustments;
b) Within 10 working days from the date of receiving a valid dossier, the consulted agencies shall provide their opinions on the proposed adjustments to the project within their respective areas of state management;
c) Within 20 working days from the date of receiving a valid dossier, the Ministry of Finance shall prepare an appraisal report on the proposed adjustments to the investment project and submit it to the Prime Minister;
d) Within 05 working days from the date of receiving the appraisal report from the Ministry of Finance, the Prime Minister shall consider and decide on the approval of the adjustment to the investment policy. The decision approving the adjustment to the investment policy shall be sent to the Ministry of Finance, the investment registration agency and the investor, relevant ministries and agencies involved in the implementation of the investment project, and the agency that approved the investor (if any).
3. Adjusting investment projects that have received approval in principle but have not yet organized the selection of investors or have not yet selected an investor to implement the project:
a) The competent state agency specified in point a, clause 5, Article 32 of this Decree shall prepare the investment project adjustment dossier and submit it to the Ministry of Finance.
The dossier includes: A written request for adjustment of the investment project; explanations or provision of documents related to the adjustment of the corresponding contents stipulated in points d, e and h of clause 1 or points b and c of clause 2 of Article 32 of this Decree (if any);
b) The procedures for adjusting investment projects shall be carried out in accordance with the provisions of Clause 2 of this Article.
Article 53. Procedures for adjusting investment projects under the authority of the Chairman of the Provincial People's Committee to approve investment policies.
1. Investors shall submit one set of documents as prescribed in Clause 1, Article 52 of this Decree, along with an electronic copy of the documents, to the investment registration authority.
2. Procedures for adjusting investment projects:
a) Within 02 working days from the date of receiving a valid application, the investment registration authority shall send the application to the competent state agency as prescribed in point b, clause 7, Article 35 of this Decree to obtain opinions on the proposed adjustments to the investment project;
b) Within 07 working days from the date of receiving the dossier, the consulted agencies shall provide their opinions on the proposed adjustments to the project within their respective areas of state management;
c) Within 14 working days from the date of receiving a valid application, the investment registration agency shall prepare an appraisal report on the proposed adjustments to the investment project and submit it to the Chairman of the Provincial People's Committee;
d) Within 3 working days from the date of receiving the dossier and appraisal report from the investment registration agency, the Chairman of the Provincial People's Committee shall decide to approve the adjustment of the investment policy. The decision approving the adjustment of the investment policy shall be sent to the investment registration agency and the investor, the agency that approved the investor in the case of investor approval as prescribed in Clause 03, Article 23 of the Investment Law, and relevant departments and agencies involved in the implementation of the investment project.
3. In cases where the implementation schedule or operating period of an investment project needs adjustment as stipulated in Clause 5, Article 28 of this Decree, or if the investor wishes to update information on the location of the investment project based on the rearrangement of administrative units and the organization of local government at two levels, the investor shall follow the procedures as follows:
a) Investors submit one set of documents, along with an electronic copy, to the investment registration authority.
For cases of delayed land handover as stipulated in Clause 5, Article 28 of this Decree, the dossier includes: a written request from the investor; a copy of the land allocation decision, land lease decision, land use purpose change decision, or a copy of the land handover document from the competent state agency.
For cases involving updating information on the location of an investment project based on the rearrangement of administrative units and the organization of local government at two levels, the dossier includes: A written request from the investor, including an explanation of the need to update this information;
b) Within 02 working days from the date of receiving a valid application, the investment registration agency shall prepare a report to the Chairman of the Provincial People's Committee for consideration and decision on approving the adjustment of the investment policy without having to carry out the procedures in Clause 2 of this Article;
c) Within 3 working days from the date of receiving the dossier and report from the investment registration agency, the Chairman of the Provincial People's Committee shall decide to approve the adjustment of the investment policy. The decision approving the adjustment of the investment policy shall be sent to the investment registration agency and the investor, the agency that approved the investor in the case of investor approval as prescribed in Clause 03, Article 23 of the Investment Law, and relevant departments and agencies involved in the implementation of the investment project.
4. Adjusting investment projects that have received approval in principle but have not yet organized the selection of investors or have not yet selected an investor to implement the project:
a) The competent state agency specified in point b, clause 5, Article 32 of this Decree shall prepare the investment project adjustment dossier and submit it to the investment registration agency.
The dossier includes: A written request for adjustment of the investment project; explanations or provision of documents related to the adjustment of the corresponding contents stipulated in points d, e and h of clause 1 or points b and c of clause 2 of Article 32 of this Decree (if any);
b) The procedures for adjusting investment projects shall be carried out in accordance with the provisions of Clause 2 of this Article.
Article 54. Procedures for adjusting investment projects under the authority of the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones to approve investment policies.
The procedure for adjusting investment projects under the authority of the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones, as stipulated in Clause 4, Article 25 of the Investment Law, is as follows:
1. Investors shall submit one set of documents as prescribed in Clause 1, Article 52 of this Decree, along with an electronic copy of the documents, to the Management Board of the industrial park, export processing zone, high-tech zone, or economic zone.
2. Within two working days from the date of receiving a valid dossier, the Management Board of the industrial park, export processing zone, high-tech zone, or economic zone shall send the dossier to the competent state agency as prescribed in point b, clause 10, Article 35 of this Decree to obtain opinions on the contents of the investment project adjustments.
3. Within 07 working days from the date of receiving the dossier, the consulted agencies shall provide their opinions on the proposed adjustments to the project within their respective areas of state management.
4. Within 17 working days from the date of receiving a valid application, the Management Board of the industrial park, export processing zone, high-tech zone, or economic zone shall decide to approve the adjustment of the investment policy. The decision approving the adjustment of the investment policy shall be sent to the investor and relevant agencies involved in the implementation of the investment project.
5. In cases where the implementation schedule or operating period of the investment project is adjusted according to the provisions of Clause 5, Article 28 of this Decree, or the investor needs to update information on the location of the investment project based on the rearrangement of administrative units and the organization of local government at two levels, the investor shall follow the procedures as follows:
a) Investors submit one set of documents, along with an electronic copy, to the Management Board of the industrial park, export processing zone, high-tech zone, or economic zone.
For cases of delayed land handover as stipulated in Clause 5, Article 28 of this Decree, the dossier includes: a written request from the investor; a copy of the land allocation decision, land lease decision, land use purpose change decision, or a copy of the land handover document from the competent state agency.
For cases involving updating information on the location of an investment project based on the rearrangement of administrative units and the organization of local government at two levels, the dossier includes: A written request from the investor, including an explanation of the need to update this information;
b) Within 05 working days from the date of receiving a valid application, the Management Board of the industrial park, export processing zone, high-tech zone, or economic zone shall decide to approve the adjustment of the investment policy. The decision approving the adjustment of the investment policy shall be sent to the investor and relevant agencies involved in the implementation of the investment project.
6. Adjusting investment projects that have received approval in principle but have not yet organized the selection of investors or have not yet selected an investor to implement the project:
a) The competent state agency specified in point b, clause 5, Article 32 of this Decree shall prepare the investment project adjustment dossier and submit it to the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones.
The dossier includes: A written request for adjustment of the investment project; explanations or provision of documents related to the adjustment of the corresponding contents stipulated in points d, e and h of clause 1 or points b and c of clause 2 of Article 32 of this Decree (if any);
b) The procedures for adjusting investment projects shall be carried out in accordance with the provisions of Clauses 1, 2, 3, and 4 of this Article.
Article 55. Procedures for amending the Decision approving the investor.
1. For projects that have been approved for investment in accordance with Clause 3, Article 23 of the Investment Law and are not subject to investment policy approval, the investor must carry out the procedure for adjusting the Decision on investor approval if the adjusted project content falls under one of the corresponding cases specified in Clause 3, Article 51 of this Decree.
2. The authority, documents, and procedures for adjusting the Decision approving the investor shall be in accordance with the provisions of Clauses 1 and 2 of Article 53 or Clauses 1, 2, 3, and 4 of Article 54 of this Decree.
Article 56. Procedures for adjusting investment projects that have been granted Investment Registration Certificates and are not subject to approval of investment policy adjustments.
1. In cases where adjustments to an investment project involve changes to the investment project name, the investor's name in the Investment Registration Certificate, the implementation schedule, or the project's operating period as stipulated in Clause 5, Article 28 of this Decree, or if the investor wishes to update information on the project's location based on the rearrangement of administrative units and the organization of local governments at two levels, the investor shall follow the project adjustment procedures as follows:
a) Investors submit one set of documents, along with an electronic copy, to the investment registration authority:
In the case of changing the name of the investment project or the name of the investor in the Investment Registration Certificate, the dossier includes: a written request to the investment registration authority for adjustment of the investment project, along with documents related to the change of the investment project name and the investor's name.
In case of adjusting the implementation schedule or the operating period of the investment project as stipulated in Clause 5, Article 28 of this Decree, the dossier shall include: a written request from the investor; a copy of the land allocation decision, land lease decision, land use purpose change decision, or a copy of the land handover document from the competent state agency.
In cases where information regarding the location of an investment project needs to be updated based on the rearrangement of administrative units and the organization of local government at two levels, the dossier includes: A written request from the investor, including an explanation of the need to update this information;
b) Within 03 working days from the date of receiving the written request for adjustment of the Investment Registration Certificate and related documents (if any), the investment registration authority shall adjust the Investment Registration Certificate for the investor.
2. In cases where the adjustment of an investment project does not fall under the provisions of Clause 1 of this Article, the investor shall submit one set of documents as prescribed in Clause 1 of Article 52 of this Decree to the investment registration authority. Within 7 working days from the date of receiving a valid application, the investment registration authority shall adjust the Investment Registration Certificate for the investor.
Article 57. Adjustment of investment projects in case the investor transfers part or all of the investment project.
1. Investors have the right to transfer part or all of their investment project to another investor when meeting the conditions stipulated in Clause 1, Article 34 of the Investment Law.
2. The transferee inherits the rights and obligations of the transferring investor in implementing the investment project. In cases where the transfer of the investment project generates income, the transferring investor shall fulfill financial obligations to the State in accordance with the law.
3. For real estate business projects, investors approved under Article 23 of the Investment Law or granted an Investment Registration Certificate shall carry out the procedures for adjusting the investment project when transferring the project as prescribed in this Article and comply with the principles, conditions, rights and obligations of the transferor and the transferee as prescribed by the law on real estate business.
4. For real estate business projects not falling under the cases specified in Clause 3 of this Article, the authority, procedures, conditions, and documentation for permitting the transfer of part or all of the real estate business project shall be carried out in accordance with the provisions of the law on real estate business.
5. The application dossier for adjusting the investment project includes:
a) Document requesting adjustments to the investment project;
b) Report on the progress of the investment project up to the time of the investment project transfer;
c) A contract or preliminary agreement on the transfer of part or all of an investment project;
d) Documents proving the legal status of the transferring and receiving investors;
d) Copies of the Investment Registration Certificate; Decision approving the investment policy; Decision approving the investor (if any);
e) Copy of the BCC contract (for investment projects under the BCC contract form);
g) A copy of one of the following documents from the investor receiving the investment project transfer: financial statements for the two most recent years or audited equity report of the investor, commitment of financial support from the parent company, commitment of financial support from a financial institution, guarantee of the investor's financial capacity, or documentation demonstrating the investor's financial capacity.
6. For investment projects that have received both investment policy approval and investor approval, where the investor transfers the entire investment project before the project begins operation or there is a change in the investor's conditions, the procedure for adjusting the project is as follows:
a) The investor transferring the project shall submit one set of documents, along with an electronic copy of the documents as prescribed in Clause 5 of this Article, to the Ministry of Finance or to the investment registration authority corresponding to the authority that approves the investment policy of the project;
b) The agency specified in point a of this clause shall consider the conditions for transferring the investment project as prescribed in Clause 1, Article 34 of the Investment Law to decide on the adjustment of the investment project in accordance with the corresponding provisions in Articles 52, 53, and 54 of this Decree. The decision approving the adjustment of the investment policy shall record the transferring investor and the receiving investor, the transferred portion of the project (if any), and shall be sent to the investment registration agency, the transferring investor, and the receiving investor.
7. For investment projects that have received investment policy approval, if the transfer of the project changes the content of the investment policy approval in one of the cases specified in points a, b, c, and d of Clause 3, Article 33 of the Investment Law, the transferring investor shall carry out the project adjustment procedures as prescribed in points a and b of Clause 6 of this Article, except for the cases specified in Clause 10 of this Article.
8. For investment projects that have received approval in principle and an investor approval decision, where the transfer of the project does not change the content of the investment approval in one of the cases specified in points a, b, c, and d of Clause 3, Article 33 of the Investment Law, the investor transferring the project is not required to carry out the procedure for approving the adjustment of the investment principle but shall carry out the procedure for adjusting the investor approval decision as prescribed below:
a) The investor transferring the project shall submit one set of documents as prescribed in Clause 5 of this Article, along with an electronic copy of the documents, to the investment registration authority. In this document, the request for adjustment of the investment project shall be replaced by a request for approval of the investor adjustment.
b) Within 02 working days from the date of receiving a valid application, the investment registration authority shall send the application to the competent state agency as prescribed in point b, clause 6, Article 35 of this Decree to obtain opinions on the proposed adjustments to the investment project;
c) Within 07 working days from the date of receiving the dossier, the consulted agencies shall provide their opinions on the proposed adjustments to the project within the scope of their respective state management responsibilities;
d) Within 14 working days from the date of receiving a valid application, the investment registration authority shall prepare an appraisal report on the contents as prescribed in points b, c, d and e of Clause 8, Article 32 of this Decree;
d) Within 03 working days from the date of receiving the dossier and appraisal report from the investment registration agency, the Chairman of the Provincial People's Committee or the Economic Zone Management Board shall decide to approve the adjustment of the investor.
The decision to approve the adjustment of the investment policy is sent to the investment registration authority and the investor, the agency that approved the investor in the case of investor approval as stipulated in Clause 3, Article 23 of the Investment Law, relevant departments and agencies involved in the implementation of the investment project, and the transferring investor and the receiving investor.
9. For investment projects that have already received investor approval but are not subject to investment policy approval, and where the transfer of the investment project results in the project falling under the cases specified in Clause 3, Article 51 of this Decree, the investor shall submit one set of documents as specified in Clause 5 of this Article, along with an electronic copy of the documents, to the investment registration authority to carry out the procedure for adjusting the Investor Approval Decision as prescribed in Article 55 of this Decree.
10. For investment projects that have received investment approval and have already been put into operation, the investor is not required to go through the procedure of approving adjustments to the investment policy when transferring the project.
11. For investment projects that have been granted an Investment Registration Certificate and are not subject to investment policy approval, or have been approved but do not fall under the cases specified in Clause 3, Article 33 of the Investment Law, the procedure for adjusting the project is as follows:
a) Investors transferring investment projects shall submit one set of documents as prescribed in Clause 5 of this Article to the investment registration authority;
b) The investment registration authority shall review the conditions for transferring the investment project as stipulated in Clause 1, Article 34 of the Investment Law to adjust the investment project in accordance with Article 56 of this Decree. The adjusted investment registration certificate shall be sent to the transferring investor and the transferring investor.
12. Procedures for adjusting investment projects in cases where foreign investors receive the transfer of an investment project and establish an economic organization to implement the investment project:
a) Investors transferring investment projects shall carry out the procedures for adjusting investment projects in accordance with the corresponding provisions in Clauses 6, 7, 8, 9 and 11 of this Article;
b) After completing the procedures stipulated in point a) of this clause, the foreign investor receiving the project transfer shall carry out the procedures for establishing an economic organization in accordance with the relevant enterprise law for each type of economic organization. From the date of issuance of the Certificate of Business Registration or other legally equivalent documents, the economic organization established by the foreign investor shall be the investor implementing the investment project.
Article 58. Adjustment of investment projects in cases where the investor receives the transfer of the investment project as collateral.
1. The credit institution or the organization/individual receiving the investment project as collateral (hereinafter referred to as the secured party) has the right to transfer that investment project.
2. The investor receiving the transfer of the investment project inherits the rights and obligations of the transferring investor in implementing the investment project, subject to the conditions stipulated in the project transfer contract and relevant laws.
3. The secured party or the investor receiving the transfer of the investment project shall prepare a dossier requesting adjustment of the investment project, including:
a) Document requesting adjustments to the investment project;
b) Investment project transfer contract between the secured party and the transferee investor;
c) Loan agreement or credit agreement or debt purchase agreement (if any);
d) Contract or document confirming the secured transaction (if any);
d) Confirmation of winning the auction in case the secured party or the civil enforcement agency auctions the property (if any);
e) Documents proving the legal status of the transferring investor and the receiving investor;
g) Copies of the Investment Registration Certificate; Decision approving the investment policy; Decision approving the investor (if any);
h) A copy of one of the following documents from the transferee investor: financial statements for the two most recent years or audited equity report of the investor, commitment of financial support from the parent company, commitment of financial support from a financial institution, guarantee of the investor's financial capacity, or documentation demonstrating the investor's financial capacity;
i) A written confirmation from the secured party regarding the legal status of the secured asset.
4. The procedure for adjusting an investment project in the case of transferring an investment project that serves as collateral is as follows:
a) For investment projects that have received approval for investment policy simultaneously with approval of the investor, and where the entire investment project is transferred under the circumstances specified in point d, clause 3, Article 33 of the Investment Law, the secured party or the investor receiving the transfer of the investment project shall submit the documents specified in clause 3 of this Article and carry out the project adjustment procedures as prescribed in Articles 52, 53, and 54 of this Decree;
b) For investment projects that have received investment policy approval, where the transfer of the project changes the content of the investment policy approval in one of the cases specified in points a, b, c, and d of Clause 3, Article 33 of the Investment Law, the procedure for adjusting the project upon transfer shall be carried out in accordance with the corresponding provisions in Articles 52, 53, and 54 of this Decree, except for the case specified in Clause 5 of this Article;
c) For investment projects that have already received investment policy approval, if the transfer of the project does not change the content of the investment policy approval and falls under one of the cases specified in points a, b, c, and d of Clause 3, Article 33 of the Investment Law, then the procedure for approving the adjustment of the investment policy is not required. The secured party or the transferee investor shall carry out the procedure for adjusting the Investor Approval Decision in accordance with the corresponding provisions in Clause 8, Article 57 of this Decree;
d) For investment projects that have already received investor approval but are not subject to investment policy approval, and where the transfer of the investment project results in the project falling under the cases specified in Clause 3, Article 51 of this Decree, the investor shall submit one set of documents as specified in Clause 3 of this Article, along with an electronic copy of the documents, to the investment registration authority to carry out the procedure for adjusting the Investor Approval Decision as prescribed in Article 55 of this Decree;
d) For investment projects that have been granted an Investment Registration Certificate and are not subject to investment policy approval, or have been approved but do not fall under the cases specified in Clause 3, Article 33 of the Investment Law, the secured party or the investor receiving the transfer of the investment project shall submit one set of documents as specified in Clause 3 of this Article to the investment registration authority to carry out the project adjustment procedure as prescribed in Article 56 of this Decree.
5. For investment projects that have received investment policy approval and have already been put into operation, the procedure for approving adjustments to the investment policy is not required when transferring the investment project.
6. If the secured party wishes to take over and implement the investment project, the secured party shall prepare the necessary documents and carry out the procedures for adjusting the investment project in accordance with the corresponding provisions of Articles 52, 53, 54, and 56 of this Decree; in which, the application for adjusting the investment project shall include a contract or document confirming the security transaction; a credit agreement or document confirming the debt; and a document confirming the legal status of the secured asset from the secured party.
7. In cases where foreign investors or economic organizations specified in points a, b, and c of Clause 1, Article 20 of the Investment Law receive the transfer of an investment project and establish an economic organization to implement the investment project, they shall carry out the procedures for adjusting the investment project in accordance with the corresponding provisions in Articles 52, 53, 54, and 56 of this Decree, and then establish the economic organization in accordance with the provisions of the enterprise law corresponding to each type of economic organization. The investor receiving the transfer of the investment project must meet the conditions specified in Clause 2, Article 21 of the Investment Law.
8. For investment projects implemented before the effective date of the Investment Law, the procedures for adjusting the project shall be in accordance with the provisions of Article 102 of this Decree.
Article 59. Adjustment of investment projects in case of division, separation, or merger of investment projects.
1. Investors have the right to adjust investment projects in the following ways:
a) Dividing or splitting an ongoing investment project of that investor (hereinafter referred to as the divided or split project) into two or more projects;
b) Merging one or more investment projects of that investor (hereinafter referred to as the merged project) into one of that investor's investment projects (hereinafter referred to as the acquiring project).
2. The division, separation, or merger of investment projects in the form prescribed in Clause 1 of this Article must meet the following conditions:
a) Land use conditions as prescribed by land law, investment and business conditions (if any), and other conditions as prescribed by law;
b) The investor's conditions (if any) in the Decision approving the investment policy or the Investment Registration Certificate must not be changed before the division, separation, or merger of the investment project is carried out.
3. The procedures for adjusting investment projects in cases of project division, separation, or merger shall be carried out according to the following regulations:
a) For investment projects that have received approval in principle, the investor shall submit one set of documents, along with an electronic copy, to the Ministry of Finance or the investment registration authority corresponding to the authority that approved the investment policy for the project.
The dossier includes: a written request for adjustment of the investment project; a report on the implementation status of the investment project up to the time of division, separation, or merger of the investment project; the investor's decision on the division, separation, or merger of the investment project or other legally equivalent documents; documents on the legal status of the investor; a copy of the Investment Registration Certificate or the Decision approving the investment policy (if any); a copy of the Decision approving the investor (if any); explanations or provision of documents related to the adjustment of the contents stipulated in points b, c, d, e, g, and h of Clause 1, Article 32 of this Decree (if any);
b) The agency specified in point a of this clause shall consider the conditions for division, separation, and merger of investment projects as stipulated in Clause 2 of this Article to carry out the procedures for adjusting the investment project in accordance with the corresponding provisions in Articles 52, 53, and 54 of this Decree. The decision approving the adjustment of the investment policy shall be sent to the investment registration agency and the investor;
c) For investment projects that have already received investor approval and are not subject to investment policy approval, where the division, separation, or merger of the investment project results in the project falling under the cases specified in Clause 3, Article 33 of the Investment Law, the investor shall submit one set of documents as specified in point a of this Clause, along with an electronic copy of the documents, to the investment registration authority. The investment registration authority shall review the conditions for division, separation, or merger of the investment project as stipulated in Clause 2 of this Article to carry out the procedure for adjusting the Decision on investor approval as prescribed in Article 55 of this Decree;
d) For investment projects that have been granted an Investment Registration Certificate and are not subject to investment policy approval, or have been approved but do not fall under the cases specified in Clause 3, Article 33 of the Investment Law, the investor shall submit one set of documents as specified in point a of this Clause to the investment registration authority. The investment registration authority shall consider the conditions for division, separation, or merger of investment projects as specified in Clause 2 of this Article to carry out the procedure for adjusting the investment project as prescribed in Article 56 of this Decree. The adjusted Investment Registration Certificate shall be sent to the investor.
Article 60. Adjustment of investment projects in cases of division, separation, merger, consolidation, conversion of economic organization type; establishment of economic organizations to implement investment projects.
1. Economic organizations formed on the basis of division, separation, merger, consolidation, or conversion of economic organization type (hereinafter referred to as reorganization) shall inherit and continue to exercise the rights and obligations of the reorganized economic organization with respect to investment projects that the reorganized economic organization had implemented before the reorganization, in accordance with the laws on enterprises, land, and relevant laws.
2. The investor decides on the reorganization and handling of assets, rights, and obligations related to the investment project in accordance with the law on enterprises and relevant laws. After completing the procedures for reorganization and handling of assets, rights, and obligations related to the investment project, the investor prepares a dossier requesting adjustment of the investment project. The dossier includes:
a) Document requesting adjustments to the investment project;
b) Documents regarding the legal status of the economic organization after reorganization;
c) A copy of the resolution or decision of the investor, which is an economic organization undergoing reorganization, regarding the reorganization, including provisions on the handling of assets, rights, and obligations related to the investment project;
d) Provide explanations or documents related to the adjustments to the provisions in points b, c, d, e, g, and h of Clause 1, Article 32 of this Decree (if any);
d) Copies of the Investment Registration Certificate, Investment Policy Approval Decision, and Investor Approval Decision (if any).
3. For investment projects that have received investment policy approval and for adjustments to the investment project during restructuring that change the content of the investment policy approval falling under one of the cases specified in Clause 3, Article 33 of the Investment Law, the investor shall submit one set of documents as specified in Clause 2 of this Article, along with an electronic copy of the documents, to the Ministry of Finance, or one set of documents as specified in Clause 2 of this Article, along with an electronic copy of the documents, to the investment registration authority corresponding to the authority that approved the investment policy for the project, in order to adjust the investment project in accordance with the provisions of Articles 52, 53, and 54 of this Decree. The decision approving the adjustment of the investment policy shall be sent to the investor and the investment registration authority.
4. For investment projects that have already received investor approval but are not subject to investment policy approval, and where the adjustment of the investment project during reorganization results in the project falling under the cases specified in Clause 3, Article 33 of the Investment Law, the investor shall submit one set of documents as specified in Clause 2 of this Article and an electronic copy of the documents to the investment registration authority to carry out the procedure for adjusting the Investor Approval Decision as prescribed in Article 55 of this Decree.
5. For investment projects that have been granted an Investment Registration Certificate and are not subject to investment policy approval, or have been approved but do not fall under the cases specified in Clause 3, Article 33 of the Investment Law, the investor shall submit one set of documents as specified in Clause 2 of this Article to the investment registration authority to adjust the project in accordance with Article 56 of this Decree. The adjusted Investment Registration Certificate shall be sent to the investor.
6. Economic organizations formed on the basis of restructuring with foreign investors or economic organizations specified in points a, b, and c of Clause 1, Article 20 of the Investment Law as members or shareholders must meet the conditions specified in Clause 2, Article 21 of the Investment Law and follow the procedures as follows:
a) If the economic organization formed on the basis of the reorganization continues to implement part or all of the investment project that the reorganized economic organization had implemented before the reorganization, the procedures for adjusting the investment project shall be carried out in accordance with Clauses 3 and 4 of this Article;
b) In cases where the economic organization formed on the basis of such reorganization does not receive and implement part or all of the investment project, and that economic organization falls under one of the points a, b, and c of Clause 1, Article 20 of the Investment Law, the dossier for the reorganization of the enterprise shall include a commitment to meet the market access conditions for foreign investors as prescribed by law.
Economic organizations formed on the basis of reorganization as stipulated in this point shall comply with the provisions of Clause 4, Article 72 of this Decree.
7. Establish an economic organization to implement the investment project.
a) The investor establishes an economic organization to implement the investment project that has received approval for investment policy, approval of the investor, or issuance of an Investment Registration Certificate;
b) Economic organizations established by investors in accordance with Clause 1 of this Article must have 100% of their charter capital held by the investor, meet the conditions for land allocation and land lease as prescribed by land law, and meet the conditions for establishment, organization, management, operation, and dissolution as prescribed by relevant laws for each type of economic organization, laws on investment, enterprises, land, real estate business, and laws governing the relevant sectors and fields;
c) Economic organizations inherit and continue to exercise the rights and obligations of investors with respect to investment projects and are allocated land or leased land by the State to implement investment projects using land in accordance with the law on land.
In this case, the allocation and leasing of land shall be carried out in accordance with the procedures for allocating and leasing land without auctioning the right to use the land, and without bidding to select investors to implement projects using land, as stipulated by the law on land.
d) Investors establishing economic organizations shall carry out the procedures for adjusting investment projects in accordance with the corresponding provisions in Clauses 3, 4, or 5 of this Article.
Article 61. Adjustment of investment projects in cases where land use rights and assets attached to the land within the investment project are used to contribute capital to an enterprise.
1. Investors may use the land use rights and assets attached to the land within the investment project to contribute capital to establish economic organizations or contribute capital to enterprises in accordance with the land law, enterprise law, and other relevant laws.
2. Capital contributions as stipulated in Clause 1 of this Article must meet the following conditions:
a) Conditions stipulated by land law regarding the rights and obligations of land users and those with assets attached to the land; the rights and obligations of those receiving capital contributions in the form of land use rights and assets attached to the land; and the conditions for contributing and receiving capital contributions in the form of land use rights and assets attached to the land;
b) Conditions as prescribed by law regarding construction, housing, and real estate business (if any);
c) Conditions stipulated in the Decision approving the investment policy, the Decision approving the investor, the Investment Registration Certificate, and agreements between the competent authority and the investor (if any);
d) Conditions for contributing and receiving capital contributions in the form of assets of enterprises wholly owned by the State, as stipulated by the law on the management and use of state capital invested in production and business in enterprises, the law on the management and use of public assets, and other relevant laws;
d) Conditions for capital contribution, share purchase, and purchase of capital contributions as prescribed in Clause 2, Article 21 of the Investment Law and Articles 15, 16, and 17 of this Decree for foreign investors and economic organizations specified in points a, b, and c, Clause 1, Article 20 of the Investment Law;
e) Fulfill financial obligations to the State (if any) as prescribed by law.
3. The investor contributing capital shall prepare the investment project adjustment dossier, including:
a) Document requesting adjustments to the investment project;
b) Report on the progress of the investment project up to the time of capital contribution;
c) Agreements of shareholders and members regarding the use of land use rights and assets attached to the land within the investment project to contribute capital to establish a new enterprise or to contribute additional charter capital to an existing enterprise;
d) Documents proving the legal status of the contributing investor and the receiving investor;
d) Copies of the Investment Registration Certificate, Investment Policy Approval Decision, and Investor Approval Decision (if any) of the contributing party;
e) Information on documents proving land use rights for competent state agencies to search in the database or copies of the Certificate of Land Use Rights, Certificate of Ownership of Housing and Land Use Rights, Certificate of Land Use Rights, Ownership of House and other assets attached to the land.
4. The procedures for using land use rights and assets attached to the land within an investment project to contribute capital to establish a business or contribute capital to a business are as follows:
a) Registering the establishment of a business or contributing capital to a business in accordance with the provisions of business law;
b) Investors contributing capital shall submit the documents specified in Clause 3 of this Article and carry out the procedures for adjusting the investment project as prescribed in Clauses 5 and 6 of this Article. The transfer of ownership of contributed assets from members and shareholders to the enterprise shall be carried out in accordance with the provisions of enterprise law and relevant laws.
5. For investment projects that have received investment policy approval and where capital contribution changes the content of the Investment Policy Approval Decision falling under one of the cases specified in Clause 3, Article 33 of the Investment Law, the contributing investor shall submit one set of documents specified in Clause 3 of this Article, along with an electronic copy, to the Ministry of Finance, or one set of documents specified in Clause 3 of this Article, along with an electronic copy, to the investment registration authority to carry out the project adjustment procedures as prescribed in Articles 52, 53, and 54 of this Decree.
In cases where the contribution of land use rights and assets attached to the land does not fall under any of the cases specified in Clause 3, Article 33 of the Investment Law, the contributing investor is not required to go through the procedure of approving the adjustment of the investment policy.
6. For investment projects that have already received investor approval but are not subject to investment policy approval, and where capital contribution leads to the project falling under the cases specified in Clause 3, Article 33 of the Investment Law, the contributing investor shall submit one set of documents as specified in Clause 3 of this Article, along with an electronic copy of the documents, to the investment registration authority to carry out the procedure for adjusting the Investor Approval Decision as prescribed in Article 55 of this Decree.
7. For investment projects that have been granted an Investment Registration Certificate and are not subject to investment policy approval, or have been approved but do not fall under the cases specified in Clause 3, Article 33 of the Investment Law, if the capital contribution changes the content of the Investment Registration Certificate, the contributing investor shall submit one set of documents as specified in Clause 3 of this Article to the investment registration authority to carry out the project adjustment procedure as prescribed in Article 56 of this Decree.
8. In cases where an economic organization is established to implement an investment project that has received investment approval or an Investment Registration Certificate, the investor and the economic organization must meet the conditions stipulated in Clause 2 of this Article. The economic organization established by the investor inherits the rights and obligations of that investor in implementing the investment project. The investor establishing the economic organization shall carry out the procedures for adjusting the investment project in accordance with the corresponding provisions in Clauses 5, 6, or 7 of this Article.
Article 62. Adjustment of investment projects in cases where land use rights and assets attached to the land within the investment project are used for business cooperation.
1. Investors are permitted to use the land use rights and assets attached to the land within the investment project for business cooperation.
2. Business cooperation as stipulated in Clause 1 of this Article must meet the following conditions:
a) The conditions stipulated in Clause 2, Article 61 of this Decree;
b) Conditions for business cooperation as stipulated by relevant laws (if any).
3. Investors cooperating in business as stipulated in Clause 1 of this Article shall prepare a dossier for adjusting the investment project, including:
a) Document requesting adjustments to the investment project;
b) Report on the progress of the investment project up to the point of business cooperation;
c) A copy of the business cooperation agreement;
d) Documents proving the legal status of the parties involved in the business cooperation;
d) A copy of the Investment Registration Certificate or the Decision approving the investment policy, or the Decision approving the investor (if any) of the investor using the land use rights and assets attached to the land belonging to the investment project for business cooperation;
e) Information on documents proving land use rights for competent state agencies to search in the database or a copy of one of the following documents: Certificate of land use rights, Certificate of ownership of housing and land use rights, Certificate of land use rights, ownership of house and other assets attached to the land;
g) A copy of one of the following documents from the business cooperation partner: financial statements for the two most recent years or audited equity report of the investor, commitment of financial support from the parent company, commitment of financial support from a financial institution, guarantee of the investor's financial capacity, or documentation demonstrating the investor's financial capacity.
4. The procedures for using land use rights and assets attached to the land within an investment project for business cooperation are as follows:
a) In cases where the business cooperation changes the content of the Investment Registration Certificate, the Investor Approval Decision, or the Investment Policy Approval Decision, resulting in the project falling under one of the cases specified in Clause 3, Article 33 of the Investment Law, the investor shall submit one set of documents as specified in Clause 3 of this Article, along with an electronic copy of the documents, to the Ministry of Finance or the investment registration authority to carry out the procedure for adjusting the investment project as prescribed in Articles 52, 53, 54, 55, and 56 of this Decree;
b) In cases where the business cooperation does not change the content of the Investment Registration Certificate, the Investor Approval Decision, or the Investment Policy Approval Decision, falling under one of the cases specified in Clause 3, Article 33 of the Investment Law, the investor using land use rights and assets attached to the land for business cooperation is not required to carry out the investment project adjustment procedure as prescribed in point a of this clause.
5. For business cooperation contracts signed between foreign investors or between domestic and foreign investors, investors using land use rights and assets attached to the land within the investment project for business cooperation shall carry out the procedures for adjusting the investment project in accordance with the corresponding provisions of Articles 52, 53, and 54 of this Decree if the business cooperation changes the content of the Decision approving the investment policy in one of the cases specified in Clause 3, Article 33 of the Investment Law and adjust the Investment Registration Certificate in accordance with Article 56 of this Decree. If the investment project has not yet been granted an Investment Registration Certificate, the investor shall carry out the procedures for obtaining an Investment Registration Certificate in accordance with the provisions of this Decree.
Article 63. Adjustment of investment projects according to judgments and decisions of courts and arbitration tribunals.
1. For investment projects that require adjustment based on effective judgments or decisions of courts or arbitration tribunals, the investor shall base the adjustments on those judgments or decisions and continue to implement the investment project.
2. Investors whose investment projects require adjustment in accordance with Clause 1 of this Article shall prepare a dossier requesting adjustment of the investment project, including:
a) Document requesting adjustments to the investment project;
b) A copy of the documents proving the legal status of the investor;
c) Copies of legally binding judgments and decisions of courts and arbitration tribunals;
d) Copies of the Investment Registration Certificate; Decision approving the investment policy; Decision approving the investor (if any).
3. For investment projects that have received approval for investment policy and investor approval, the procedures for project adjustment shall be carried out according to the following regulations:
a) Investors whose investment projects require adjustment based on legally effective judgments or decisions of courts or arbitration tribunals shall submit one set of documents as prescribed in Clause 2 of this Article to the Ministry of Finance or the investment registration authority corresponding to the authority to approve the investment policy of the project;
b) Within 07 working days from the date of receiving the dossier, the Ministry of Finance or the investment registration agency shall, based on the legally effective judgment or decision of the court or arbitration tribunal, submit to the investment policy approval agency for adjustment of the Investment Policy Approval Decision. Within 05 working days from the date of receiving the request from the Ministry of Finance or the investment registration agency, the investment policy approval agency shall adjust the Investment Policy Approval Decision.
Based on the Decision approving the adjustment of the investment policy, the agency approving the investor shall adjust the Decision approving the investor (if any), and the investment registration agency shall adjust the Investment Registration Certificate (if any). The Decision approving the adjustment of the investment policy, the Decision approving the adjustment of the investor, or the adjusted Investment Registration Certificate shall be sent to the court or arbitration body that issued the judgment or decision, the enforcement agency, and to the investor.
4. For investment projects that have been granted an Investment Registration Certificate and are not subject to investment policy approval, or projects that have been approved but do not fall under the cases specified in Clause 3, Article 33 of the Investment Law, the procedure for adjusting the project shall be carried out as follows:
a) Investors whose investment projects require adjustment based on legally effective judgments or decisions of courts or arbitration tribunals shall submit one set of documents as prescribed in Clause 2 of this Article to the investment registration authority;
b) Within 05 working days from the date of receiving the application, the investment registration authority shall, based on the legally effective judgment or decision of the court or arbitration tribunal, carry out the procedure for adjusting the Investment Registration Certificate. The adjusted Investment Registration Certificate shall be sent to the court or arbitration tribunal that issued the judgment or decision, the enforcement agency, and the investor.
5. In cases where the investor fails to carry out the procedure for adjusting the investment project according to a legally effective judgment or decision of a court, arbitration tribunal, or civil enforcement agency, organizations and individuals with rights and obligations related to that investment project have the right to request the competent state agency approving the investment policy or the investment registration agency to carry out the procedure for adjusting the investment project in accordance with the corresponding provisions in Clauses 3 and 4 of this Article.
Article 64. Adjustment and extension of the operating period of investment projects.
1. Investors may adjust the operating period of their investment projects in accordance with Clause 4, Article 31 and Point d, Clause 3, Article 33 of the Investment Law, and shall follow the procedures for adjusting the operating period of their investment projects as prescribed in Articles 52, 53, 54, 55, and 56 of this Decree.
2. The procedure for extending the operating period of an investment project as stipulated in point b, clause 8 and clause 9 of Article 28 of this Decree shall be carried out as follows:
a) For investment projects that have received approval in principle, the investor shall submit one set of documents, along with an electronic copy, to the Ministry of Finance or the investment registration authority corresponding to the authority that approved the investment policy for the project.
The application dossier includes: a written request for extension of the investment project's operating period; a report on the project's implementation status up to the time of application submission; information on documents proving land use rights for the competent state agency to search in the database or a Certificate of Land Use Rights or equivalent legally valid documents; documents proving the investor's financial capacity, including one of the following: financial statements for the two most recent years of the investor; a commitment of financial support from the parent company; a commitment of financial support from a financial institution; a guarantee of the investor's financial capacity or other documents proving the investor's financial capacity; a document identifying the technology of the investment project for projects specified in Clause 15, Article 28 of this Decree, issued by a competent state agency as prescribed in Clause 16, Article 28 of this Decree;
b) Within 02 working days from the date of receiving a valid application as stipulated in point a of this clause, the Ministry of Finance and the investment registration agency shall send the application to the land management agency and other relevant agencies to obtain opinions on whether the conditions stipulated in Clause 5, Article 31 of the Investment Law and Clauses 9 and 15, Article 28 of this Decree are met;
c) Within 07 working days from the date of receiving the dossier, the consulted agency shall provide its opinion on whether the conditions stipulated in Clause 5, Article 31 of the Investment Law and Clauses 9 and 15, Article 28 of this Decree are met;
d) Within 14 working days from the date of receiving a valid application, the Ministry of Finance and the investment registration agency shall review the conditions for extending the operating period of the investment project as stipulated in Clause 5, Article 31 of the Investment Law and Clauses 9 and 15, Article 28 of this Decree, and prepare an appraisal report to be submitted to the agency approving the investment policy;
d) Within 03 working days from the date of receiving the report from the Ministry of Finance, the investment registration agency and the agency approving the investment policy shall decide to extend the operating period of the investment project;
e) For investment projects that have already received investor approval and are not subject to investment policy approval, the investor shall submit one set of documents as prescribed in point a of this clause, along with an electronic copy of the documents, to the investment registration authority. The investment registration authority shall carry out the procedures as prescribed in points b, c, d, and e of this clause to extend the operating period of the investment project;
g) For investment projects that have been granted an Investment Registration Certificate and are not subject to investment policy approval, the investor shall submit one set of documents as prescribed in point a of this clause, along with an electronic copy of the documents, to the investment registration authority. The investment registration authority shall carry out the procedures as prescribed in points b, c, d, and e of this clause to extend the operating period of the investment project.
3. For investment projects involving land use, at least six months before the expiration of the investment project's operating period, the investor shall carry out the procedures for extending the investment project's operating period as prescribed in Clause 2 of this Article.
Section 6. PROCEDURES FOR SUSPENDING OR TERMINATING INVESTMENT PROJECT OPERATIONS
Article 65. Conditions and procedures for ceasing operations of investment projects
1. Investment projects cease operations in the cases stipulated in Clauses 1, 2, and 3 of Article 35 of the Investment Law.
2. The total period of inactivity of an investment project shall not exceed 12 months. In cases where the investment project is suspended by a court judgment, arbitration award, or decision of a state investment management agency, the period of inactivity shall be determined according to the court judgment, arbitration award, or decision of the state investment management agency. If these documents do not specify the period of inactivity, the total period of inactivity shall not exceed the time stipulated in this clause.
3. The procedure for ceasing operations of an investment project is as follows:
a) In cases where the investor decides to cease operations of an investment project as stipulated in Clause 1, Article 35 of the Investment Law, the investor shall notify the investment registration authority within 05 working days from the date of the decision. Within 03 working days from the date of receiving the investor's notification, the investment registration authority shall receive and notify relevant agencies of the cessation of operations of the investment project;
b) In cases where the state investment management agency decides to suspend the operation of an investment project, that agency shall base its decision on the opinions of competent state agencies regarding the cases mentioned in Clause 2, Article 35 of the Investment Law to decide on suspending the entire or partial operation of the investment project and notify the relevant agencies and the investor. The state investment management agency or the competent agency in the fields specified in points a, b, c, and d of Clause 2, Article 35 of the Investment Law shall draw up a record before deciding to suspend or partially suspend the operation of the investment project. For the suspension of the operation of an investment project based on a court judgment, decision, or arbitration award, the state investment management agency shall base its decision on the legally effective court judgment, decision, or legally effective arbitration award to decide on suspending the entire or partial operation of the investment project;
c) For investment projects that harm or risk harming national defense, national security, or the environment, the provincial People's Committee shall notify the Ministry of Finance in writing. The notification shall include the following information: the investor implementing the project; the objectives, location, content of the project, and implementation process; an assessment of the impact or potential impact of the project on national defense and security; and a recommendation to completely or partially halt the investment project's operations. Based on the proposal of the provincial People's Committee, the Ministry of Finance shall seek opinions from the Ministry of National Defense, the Ministry of Public Security (regarding national defense and security), and the Ministry of Agriculture and Environment (regarding environmental aspects) to submit to the Prime Minister for a decision on completely or partially halting the investment project's operations.
Article 66. Conditions and procedures for terminating the operation of an investment project.
1. Investment projects cease operations in the cases stipulated in Clauses 1 and 2 of Article 36 of the Investment Law.
2. The termination of an investment project shall be carried out according to the following procedures:
a) In cases where the investor decides to terminate the investment project's operation as stipulated in point a, clause 1, Article 36 of the Investment Law, the investor shall notify and send the decision to terminate the investment project's operation, the decision approving the investment policy (if any), and the investment registration certificate (if any) to the investment registration authority within 15 working days from the date of the decision. Within 03 working days from the date of receiving the documents specified in this clause, the investment registration authority shall notify the relevant agencies of the termination of the investment project's operation;
b) In the event of termination of the investment project's operation according to the conditions stipulated in the contract, the company's charter, or the expiration of the investment project's operating period as prescribed in points b and c of Clause 1, Article 36 of the Investment Law, the investor shall notify and return the Decision approving the investment policy (if any) and the Investment Registration Certificate (if any) to the investment registration authority within 15 working days from the date of termination of the investment project's operation, along with a copy of the documents recording the termination of the investment project's operation. Within 03 working days from the date of receiving the documents specified in this clause, the investment registration authority shall notify the relevant agencies of the termination of the investment project's operation;
c) In the case of termination of investment project activities as prescribed in Clause 2, Article 36 of the Investment Law, the investment registration authority shall decide to terminate the investment project activities and simultaneously revoke the Decision approving the investment policy (if any) and the Investment Registration Certificate for investment projects that have been granted an Investment Registration Certificate;
d) The decision approving the investment policy (if any) and the investment registration certificate (if any) shall cease to be valid from the date the decision to terminate the investment project takes effect.
3. For investment projects operating under an Investment Certificate (which also serves as a Business Registration Certificate) or an Investment License, the investment registration authority may decide to terminate the investment project's operations without revoking the Investment Certificate (which also serves as a Business Registration Certificate) or the Investment License. In this case, the business registration details in the Investment Certificate (which also serves as a Business Registration Certificate) or the Investment License remain valid.
In cases where a business's business registration certificate is revoked in accordance with the law on enterprises, the business registration authority shall carry out the procedure to revoke the business registration content in the Investment Certificate (which also serves as the business registration certificate); the investment project content shall remain valid.
4. If the investor fails to carry out the procedures for terminating the investment project as prescribed in point b, clause 2 of this Article, the investment registration authority shall carry out the procedures for terminating the investment project as prescribed in point c, clause 2 of this Article.
5. In cases of termination of investment project activities as stipulated in points a, c, and e of Clause 2, Article 36 of the Investment Law, the investment registration authority shall prepare a record before deciding to terminate the investment project's activities. In cases of termination of investment project activities as stipulated in point d of Clause 2, Article 36 of the Investment Law, the investment registration authority shall decide to terminate the investment project's activities after the land revocation decision is issued.
6. In cases where the investor or the investment registration authority decides to terminate a part of the investment project's operations as stipulated in Clauses 1 and 2 of Article 36 of the Investment Law, the investor may continue to implement the part of the project that has not been terminated, while simultaneously carrying out the procedures for adjusting the investment project as prescribed in Articles 52, 53, 54, 55, and 56 of this Decree.
7. In the event that the investment project terminates its operations simultaneously with the termination of the economic organization's operations, the investment project shall terminate its operations in accordance with the provisions of this Article, and the investor shall carry out the procedures for terminating the economic organization's operations in accordance with the relevant laws applicable to each type of economic organization.
8. After the investment project ceases operation, the liquidation of the investment project shall be carried out as follows:
a) Investors shall liquidate the investment project themselves in accordance with the law on asset liquidation;
b) For investment projects where the State allocates land, leases land, or permits the conversion of land use purposes, the handling of land use rights and assets attached to the land shall be carried out in accordance with the provisions of the law on land and relevant laws;
c) During the liquidation process of an investment project, if the investor is an economic organization that is dissolved or goes bankrupt, the liquidation of the investment project shall be carried out in accordance with the law on the dissolution and bankruptcy of economic organizations.
Article 67. Termination of investment project activities in case the investment registration authority cannot contact the investor.
1. In cases where an investment project ceases operation and the investment registration authority is unable to contact the investor or their legal representative, the investment registration authority shall follow these procedures:
a) Prepare a report on the cessation of investment project operations and the inability to contact the investor;
b) Send a written request to the investor to contact the investment registration authority to resolve the termination of the investment project's operations to the address registered by the investor with the investment registration authority. If the investor does not contact the authority within 30 days from the date of sending the written request as stipulated in this point, the investment registration authority shall carry out the procedures stipulated in point c of this clause;
c) Send a written request for assistance in contacting the investor to the People's Committee of the commune where the investor resides (for domestic individual investors), or to the diplomatic representative office in Vietnam of the investor's country of nationality (for foreign investors), and simultaneously publish a notice on the National Investment Information Portal requesting the investor to contact the investment registration authority to resolve the termination of the investment project within 90 days.
2. After implementing the measures stipulated in Clause 1 of this Article and after 12 months from the date the investment project ceases operation without being able to contact the investor or their legal representative, the investment registration authority shall decide to terminate the operation of the investment project.
3. The management of investment project assets after the investment registration authority decides to terminate operations shall be carried out in accordance with the provisions of civil law on the management of assets of persons absent from their place of residence.
4. Within the scope of their functions and authority, competent state agencies shall perform the following tasks:
a) The investment registration authority shall appoint a person to supervise the management of assets of an investment project whose operation has been terminated in accordance with the provisions of this Article when requested by a competent state agency or a person with relevant rights and interests, except in cases where the law provides otherwise;
b) Tax and customs authorities are responsible for implementing measures in accordance with the law on tax administration and relevant laws to recover tax debts and other financial obligations of the investor to the State (if any);
c) The state land management agency shall carry out land recovery and handle assets attached to the land in cases where the investment project is subject to land recovery according to the provisions of the law on land;
d) State labor management agencies shall propose and guide support for workers who have lost their jobs and resolve related entitlements in accordance with labor laws;
d) Other competent state agencies shall carry out state management activities for investment projects within their functions and powers as prescribed by law.
5. Any claims or disputes between investors and individuals or organizations regarding rights and obligations related to investment projects as stipulated in this Article shall be resolved in court or arbitration according to the agreement between the parties and the provisions of Vietnamese law.
Article 68. Termination of investment project activities in cases where the investor conducts investment activities on the basis of fictitious civil transactions as stipulated by civil law.
1. The investment registration authority shall decide to terminate all or part of the investment project's operations in cases where the investor conducts investment activities on the basis of fictitious civil transactions as determined by the provisions of civil law, or on the basis of a valid judgment or decision of a court or arbitration award.
2. The investment registration authority, relevant agencies, organizations, and individuals have the right to request the competent court to declare invalid civil transactions due to falsification during the implementation of the investor's investment project, as a basis for terminating all or part of the investment project's operations.
3. The procedures for terminating an investment project shall be carried out in accordance with the provisions of Article 66 of this Decree.
Article 69. Termination of investment projects based on judgments, decisions of courts, and arbitration awards.
Based on legally effective judgments, decisions of courts, and arbitration awards regarding the termination of all or part of the investment project's operations, the investment registration authority shall carry out the procedures for terminating the investment project's operations as prescribed in Article 66 of this Decree.
Section 7. SOME REGULATIONS ON INVESTMENT ACTIVITIES IN INDUSTRIAL PARKS, EXPORT PROCESSING ZONES, HIGH-TECH PARKS, CONCENTRATED DIGITAL TECHNOLOGY PARKS AND ECONOMIC ZONES
Article 70. Investment in the construction and operation of infrastructure for industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, and economic zones.
1. Investment activities in the construction and operation of infrastructure in industrial parks, export processing zones, and concentrated digital technology zones must conform to the approved planning of these zones by competent authorities.
2. For areas with difficult socio-economic conditions, based on the specific conditions of the locality, the Provincial People's Committee shall submit to the Prime Minister for decision the establishment or assignment to a revenue-generating public service unit to act as the investor for the construction and business of infrastructure projects in industrial parks, export processing zones, and concentrated digital technology zones.
3. Investors undertaking investment projects for the construction and operation of infrastructure in industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, and functional zones within economic zones are permitted to carry out the following activities:
a) Construct factories, offices, and warehouses for sale or lease;
b) Determining land lease prices, sublease prices for land with built technical infrastructure; infrastructure usage fees; rental and sale prices for factories, offices, warehouses, and other service fees as prescribed by law and registering with the Management Board of industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, and economic zones regarding the price framework and infrastructure usage fees. Registration of the price framework and infrastructure usage fees shall be carried out periodically every 06 months or in case of adjustments to the registered price framework and infrastructure usage fees;
c) Collecting infrastructure usage fees;
d) Transferring land use rights, leasing land, and subleasing land with built technical infrastructure in industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, and functional zones within economic zones to other investors in accordance with the laws on land and real estate business;
d) Other activities as prescribed by the Investment Law, this Decree, Government regulations on industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, economic zones and relevant laws.
Article 71. Implementation of investment projects in industrial parks, export processing zones, high-tech zones, concentrated digital technology zones and economic zones.
For investment projects in industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, and economic zones, investors are permitted to carry out the following activities:
1. Rent or purchase existing factory buildings, offices, and warehouses to support production and business activities.
2. Paid use of technical infrastructure facilities and service facilities, including road systems, electricity supply, water supply, drainage, telecommunications, wastewater and waste treatment, and other public service and utility facilities (collectively referred to as infrastructure usage fees).
3. Transfer and receive the transfer of land use rights, land lease, and sublease of land with built technical infrastructure for the construction of factories, offices, and other facilities serving production and business activities in accordance with the laws on land and real estate business.
4. To lease or sublease factories, offices, warehouses, and other constructed buildings for production and business purposes in accordance with the laws on land and real estate business.
5. Other activities as prescribed by the Investment Law, this Decree, Government regulations on industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, economic zones and relevant laws.
Chapter V
ESTABLISHING ECONOMIC ORGANIZATIONS AND IMPLEMENTING INVESTMENT ACTIVITIES BY FOREIGN INVESTORS
Article 72. Establishment of economic organizations by foreign investors
1. In cases where a foreign investor establishes an economic organization before carrying out the procedures for granting or amending the Investment Registration Certificate, the foreign investor shall establish the economic organization in accordance with the law on enterprises or other laws corresponding to each type of economic organization.
After its establishment, the economic organization implementing the investment project shall follow the investment procedures prescribed by investment law and relevant international commitments.
2. In cases where a foreign investor completes the procedures for issuing or amending the Investment Registration Certificate before establishing an economic organization, the economic organization established by the foreign investor shall be the investor implementing the investment project as stipulated in the Investment Registration Certificate from the date of issuance of the Business Registration Certificate or other legally equivalent documents.
3. The dossier, procedures, and formalities for establishing an economic organization shall comply with the provisions of the law on enterprises or other relevant laws applicable to each type of economic organization. In cases where a foreign investor establishes an economic organization before completing the procedures for granting or amending the Investment Registration Certificate as stipulated in Clause 1 of this Article, the application for business registration shall include a commitment to meet the market access conditions for foreign investors as prescribed by law.
4. Within 12 months from the date of establishment of the economic organization as stipulated in Clause 1 of this Article, this economic organization must complete the procedures to obtain an Investment Registration Certificate to implement the investment project in accordance with the business lines and activities of the economic organization. It may only amend its business registration to add other investment and business lines after obtaining the Investment Registration Certificate. This economic organization may only implement the investment project after completing the procedures for issuing or amending the Investment Registration Certificate.
5. The charter capital of an economic organization established by a foreign investor to implement an investment project does not necessarily have to equal the investment capital of the investment project. The economic organization established by the foreign investor shall contribute capital and mobilize other sources of capital to implement the investment project according to the schedule stipulated in the Investment Registration Certificate.
Article 73. Implementation of investment projects and business investment activities of economic organizations with foreign investment capital.
1. After completing the procedures for issuing the Investment Registration Certificate, foreign-invested economic organizations have the right to adjust the business registration content at the business registration authority without necessarily having a new investment project. The addition of business lines and activities of foreign-invested economic organizations must be consistent with the market access conditions for foreign investors (if any).
2. After completing the procedures for issuing the Investment Registration Certificate, foreign-invested economic organizations may establish branches, representative offices, and business locations outside their head office without necessarily having a new investment project. The dossier, procedures, and process for establishing branches, representative offices, and business locations of economic organizations shall comply with the provisions of the law on enterprises and the relevant laws for each type of economic organization.
3. When investing in or trading securities on the stock market, foreign investors and economic organizations with foreign investment capital must comply with the provisions of securities law regarding investment procedures and the ratio of charter capital ownership, except in cases where international investment treaties stipulate otherwise regarding the ratio of charter capital ownership.
Article 74. Forms of capital contribution, share purchase, and equity purchase.
1. Investors may contribute capital to economic organizations in the following forms:
a) Purchasing shares issued in an initial public offering or additional shares issued by a joint-stock company;
b) Contributing capital to a limited liability company or a partnership;
c) Contributing capital to other economic organizations not falling under the cases specified in points a and b of this clause.
2. Investors may purchase shares or capital contributions of economic organizations in the following forms:
a) Purchase shares of a joint-stock company from the company or its shareholders;
b) Purchasing the capital contribution of a member of a limited liability company to become a member of the limited liability company;
c) Purchase the capital contribution of a contributing member in a partnership company to become a contributing member of the partnership company;
d) Purchasing capital contributions from members of other economic organizations not falling under the cases specified in points a, b, and c of this clause.
Article 75. Conditions and principles for carrying out investment activities in the form of capital contribution, share purchase, and equity purchase.
1. Domestic investors investing capital, purchasing shares, or acquiring capital contributions in established economic organizations in Vietnam must comply with the conditions and procedures stipulated in the Enterprise Law and relevant laws for each type of economic organization.
2. Capital contributions, share purchases, and acquisitions of capital contributions on the securities market shall be carried out in accordance with the provisions of the law on securities.
3. Enterprises wholly owned by the State, and representatives of the State's invested capital in these enterprises, must comply with the conditions and procedures stipulated by the law on the management and investment of State capital in enterprises; the law on the management and use of public assets; and other relevant laws when carrying out investment activities in the form of capital contribution, share purchase, purchase of capital contributions of economic organizations, or transfer of capital contributions or shares to other organizations or individuals.
4. Foreign investors contributing capital, purchasing shares, or acquiring capital contributions in economic organizations already established in Vietnam must meet the conditions stipulated in Clause 2, Article 21 of the Investment Law, including:
a) Market access conditions for foreign investors when contributing capital, purchasing shares, or acquiring capital contributions in established economic organizations in Vietnam as stipulated in Clause 3, Article 8 of the Investment Law and Articles 15, 16, and 17 of this Decree;
b) Conditions regarding national defense and security and land use conditions for economic organizations with foreign investors contributing capital, purchasing shares, or purchasing capital contributions in cases where such economic organizations have land use right certificates in islands and communes, wards, special zones in border areas; coastal communes and wards; and other areas affecting national defense and security, excluding economic organizations implementing investment projects in industrial parks, export processing zones, high-tech zones, and economic zones established according to government regulations.
5. Foreign organizations and individuals receiving shares or capital contributions in economic organizations established in Vietnam through exchange contracts, gifts, other ownership transfer contracts as prescribed by law, or through inheritance must meet the conditions specified in Clause 4 of this Article and follow the procedures prescribed for foreign investors investing in the form of capital contribution, share purchase, or capital contribution purchase.
Article 76. Procedures for carrying out investment activities in the form of capital contribution, share purchase, or purchase of capital contributions for foreign investors.
1. Investors contributing capital, purchasing shares, or acquiring capital contributions of economic organizations must meet the conditions and follow the procedures for changing members and shareholders as prescribed by law for each type of economic organization.
2. Except for the cases stipulated in Clause 3, Article 21 of the Investment Law, economic organizations with foreign investors investing in the form of capital contribution, share purchase, or purchase of capital contributions shall carry out the procedures for registering changes in members and shareholders at the business registration authority in accordance with the law on enterprises and other laws corresponding to each type of economic organization. If there is a need to register the capital contribution, share purchase, or purchase of capital contributions of an economic organization, the investor shall follow the provisions of Clause 3 of this Article.
3. Economic organizations with foreign investors contributing capital, purchasing shares, or acquiring capital contributions in the cases specified in Clause 3, Article 21 of the Investment Law shall submit one set of registration documents for capital contribution, share purchase, or acquisition of capital contributions to the investment registration authority where the economic organization is headquartered. The documents include:
a) The registration document for capital contribution, share purchase, or equity purchase includes the following contents: information on the business registration of the economic organization in which the foreign investor intends to contribute capital, purchase shares, or acquire equity; business lines and activities; list of owners, members, and founding shareholders; list of owners, members, and shareholders who are foreign investors (if any); the percentage of charter capital ownership by the foreign investor before and after contributing capital, purchasing shares, or acquiring equity in the economic organization; the expected transaction value of the capital contribution, share purchase, or equity purchase contract; information on the investment project of the economic organization (if any);
b) Documents regarding the legal status of individuals and organizations contributing capital, purchasing shares, or purchasing equity stakes, and economic organizations with foreign investors contributing capital, purchasing shares, or purchasing equity stakes;
c) A written agreement in principle regarding capital contribution, share purchase, or equity purchase between a foreign investor and an economic organization in which a foreign investor contributes capital, purchases shares, or acquires equity, or between a foreign investor and a shareholder or member of that economic organization;
d) Information on documents proving land use rights for competent state agencies to search in the database or a copy of the Land Use Right Certificate of economic organizations with foreign investors contributing capital, purchasing shares, or purchasing capital contributions (for cases stipulated in point b, clause 4, Article 75 of this Decree).
4. For cases stipulated in points a and b of Clause 3, Article 21 of the Investment Law, within 10 working days from the date of receiving a valid application as prescribed in Clause 2 of this Article, the investment registration authority shall consider whether the conditions for capital contribution, share purchase, or equity purchase as prescribed in Clause 2, Article 21 of the Investment Law and Clause 4, Article 75 of this Decree are met and notify the investor, except in cases stipulated in Clause 5 of this Article. The notification shall be sent to the foreign investor and the economic organization in which the foreign investor contributes capital, purchases shares, or acquires equity.
5. In cases where an economic organization has foreign investors contributing capital, purchasing shares, or purchasing capital contributions and possesses a Certificate of Land Use Rights in an area affecting national defense and security, the investment registration authority shall carry out the following procedures:
a) Within 02 working days from the date of receiving a valid application as prescribed in Clause 2 of this Article, the investment registration agency shall seek opinions from the Provincial Military Command and the Provincial Police Department regarding the fulfillment of the conditions prescribed in Point b, Clause 4, Article 75 of this Decree;
b) Within 05 working days from the date of receiving the request from the investment registration agency, the Provincial Military Command and the Provincial Police Department shall provide their opinions on whether the economic organization with foreign investors contributing capital, purchasing shares, or purchasing equity meets the conditions for ensuring national defense and security; if no opinion is given within the requested time limit, it shall be considered as having agreed to the fulfillment of the conditions for ensuring national defense and security for the economic organization with foreign investors contributing capital, purchasing shares, or purchasing equity;
c) Within 10 working days from the date of receiving a valid application, the investment registration authority shall review whether the conditions for capital contribution, share purchase, or equity purchase are met as stipulated in Clause 2, Article 21 of the Investment Law and Clause 4, Article 75 of this Decree, and based on the opinions of the Provincial Military Command and the Provincial Police Department, shall notify the investor. The notification shall be sent to the foreign investor and the economic organization in which the foreign investor contributes capital, purchases shares, or acquires equity.
6. After a foreign investor is approved to contribute capital, purchase shares, or acquire equity stakes as stipulated in Clauses 4 and 5 of this Article, the economic organization with the foreign investor contributing capital, purchasing shares, or acquiring equity stakes shall carry out the procedures for changing members and shareholders at the business registration authority in accordance with the law on enterprises and other relevant laws applicable to each type of economic organization. The rights and obligations of the foreign investor as a member or shareholder of the economic organization shall be established upon completion of the procedures for changing members and shareholders.
Article 77. Investment in the form of BCC contracts
1. BCC contracts signed between domestic investors are governed by civil law and other relevant laws.
2. BCC contracts signed between domestic and foreign investors, or between foreign investors, shall follow the procedures for issuing Investment Registration Certificates as prescribed in Articles 38 and 39 of this Decree.
3. The parties to the BCC contract shall establish a coordinating committee to implement the BCC contract. The functions, duties, and powers of the coordinating committee shall be agreed upon by the parties.
4. A BCC contract includes the following main contents:
a) Names, addresses, and authorized representatives of the parties involved in the contract; transaction address or location of the investment project;
b) Objectives and scope of investment and business activities;
c) Contributions of the parties to the contract and the distribution of investment and business results among the parties;
d) Contract progress and deadlines;
d) Rights and obligations of the parties involved in the contract;
e) Modification, assignment, and termination of contracts;
g) Liability for breach of contract, dispute resolution methods.
5. During the execution of a BCC contract, the parties to the contract may agree to use assets generated from the business cooperation to establish a business in accordance with the law on enterprises.
6. The parties to a BCC contract have the right to agree on other terms that do not contravene the provisions of the law.
Article 78. Establishment of a representative office of a foreign investor in a BCC contract.
1. Foreign investors in BCC contracts submit applications for the establishment of an operating office to the investment registration authority where the operating office is planned to be located.
2. The application dossier for establishing an executive office includes:
a) The registration document for establishing an executive office includes: the name and address of the foreign investor's representative office in Vietnam (if any) in the BCC contract; the name and address of the executive office; the content, duration, and scope of operation of the executive office; the full name, place of residence, and ID card number, Citizen Identification Card number, or Passport number of the head of the executive office;
b) The foreign investor's decision in the BCC contract regarding the establishment of an operating office;
c) A copy of the decision appointing the head of the executive office;
d) A copy of the BCC contract.
3. Within 10 working days from the date of receiving the documents specified in Clause 2 of this Article, the investment registration authority shall issue a Certificate of Registration for the operation of the executive office to the foreign investor in the BCC contract.
Article 79. Procedures for amending the Certificate of Registration of the Executive Office of a foreign investor in a BCC contract.
1. Foreign investors in BCC contracts shall carry out the procedure for amending the Certificate of Registration of the Executive Office in case of changes to the content of the Certificate of Registration of the Executive Office.
2. The file includes:
a) Request for amendment of the Certificate of Registration for the Executive Office;
b) Documents proving the changes to the Certificate of Registration of the Executive Office.
3. Within 07 working days from the date of receiving the application, the investment registration authority shall amend the Certificate of Registration of the investor's executive office.
Article 80. Termination of the operation of a foreign investor's executive office in a BCC contract.
1. Within 07 working days from the date of the decision to terminate the operation of the executive office, the foreign investor shall submit a notification dossier to the investment registration authority where the executive office is located.
2. The notification file for the termination of the executive office's operations includes:
a) Decision to terminate the operations of the executive office in the event that the executive office ceases operations before the scheduled date;
b) List of creditors and the amount of debt paid;
c) A list of employees, and their rights and benefits that have been addressed;
d) Confirmation from the tax authority that all tax obligations have been fulfilled;
d) Confirmation from the social insurance agency that social insurance obligations have been fulfilled;
e) Certificate of registration for the operation of the executive office;
g) A copy of the Investment Registration Certificate;
h) A copy of the BCC contract.
3. Within 10 working days from the date of receiving the documents specified in Clause 2 of this Article, the investment registration authority shall decide to revoke the Certificate of Registration of the Executive Office.
Chapter VI
INVESTMENT PROMOTION
Article 81. Content of investment promotion activities
1. Research potential, market, trends, and investment partners.
2. Building an image, promoting, and introducing the environment, policies, potential, opportunities, and investment connections.
3. Support, guide, and facilitate investment activities.
4. Develop information systems and databases to support investment promotion activities.
5. Develop a portfolio of projects to attract investment.
6. Develop publications and materials to support investment promotion activities.
7. Training, capacity building, and investment promotion activities.
8. Domestic and international cooperation in investment promotion.
Article 82. Methods of investment promotion
1. Investment promotion activities are carried out using the following methods:
a) Gathering information, compiling and researching to develop proposals, reports, and documents; building information systems and databases to support investment promotion activities; developing portals and websites on investment promotion;
b) Organizing survey and research delegations domestically and internationally; investment promotion delegations focusing on specific topics or partners;
c) Organizing forums, conferences, seminars, and discussion forums to promote investment both domestically and internationally;
d) Organizing dialogues between agencies, organizations, businesses, and investors;
d) Connecting investors with government agencies, with other investors, and with organizations and individuals;
e) Disseminating and promoting the investment environment, investment policies, and laws through domestic and foreign mass media;
g) Providing information and guidance to investors on investment procedures and other administrative procedures related to investment;
h) Synthesize proposals and recommendations from investors and provide support in resolving difficulties and obstacles during the implementation of investment and business activities.
2. Investment promotion activities may utilize one or more investment promotion methods depending on the content and requirements of each activity.
Article 83. Coordination of investment promotion activities
1. Methods for coordinating investment promotion activities:
a) To organize and arrange investment promotion activities effectively, in accordance with the domestic, international, regional, and local contexts, and the specific conditions at each given time;
b) Balance the content, time, deadlines, progress, composition of the investment promotion delegation, and budget for investment promotion activities to suit the requirements and practical implementation.
2. The Ministry of Finance is the focal agency assisting the Government in unifying and coordinating investment promotion activities. The Ministry of Finance is responsible for:
a) Guiding ministries, ministerial-level agencies, and provincial People's Committees in developing annual investment promotion programs in accordance with the national investment promotion plan and program;
b) Coordinate the development and implementation of the national investment promotion program;
c) Guiding and coordinating investment promotion programs of ministries, ministerial-level agencies, and provincial People's Committees.
3. Ministries, ministerial-level agencies, and provincial People's Committees are responsible for:
a) Coordinate the implementation of the investment promotion program of your unit;
b) Recommend to the Ministry of Finance to adjust the national investment promotion program;
c) Regularly review the implementation of investment promotion activities in accordance with the approved program and update information on the National Information System on Investment Promotion.
Article 84. Investment Promotion Agency
1. The Ministry of Finance is the agency that assists the Government in managing state affairs related to investment promotion activities nationwide. The Ministry of Finance has investment promotion representatives at Vietnamese representative offices abroad.
2. Ministries and sectors shall assign focal points to carry out investment promotion activities according to their respective industries and fields of function and authority.
3. The Department of Finance shall act as the focal point to assist the Provincial People's Committee in the state management of investment promotion activities.
4. Depending on specific needs and conditions, the Provincial People's Committee shall establish an investment promotion agency or department within its organizational structure and shall be responsible for providing facilities, working conditions, staffing, and operating funds. In the case of establishing an investment promotion agency directly under the Provincial People's Committee, the agreement of the Ministry of Interior and the Ministry of Finance must be obtained before submitting it to the Prime Minister for consideration and decision in accordance with the law.
Article 85. National Investment Promotion Program
1. The national investment promotion program is a collection of investment promotion activities on a national scale, with inter-regional and inter-sectoral scope, implemented by ministries and provincial People's Committees using state budget funds.
2. Develop a national investment promotion program:
a) The national investment promotion program is developed annually. The Ministry of Finance is the focal point for developing the national investment promotion program based on the consolidated proposals of the lead agencies;
b) Before May 20th, the lead agency shall submit a written proposal for the implementation of the National Investment Promotion Program for the following year to the Ministry of Finance and via the National Investment Promotion Information System. Proposals submitted after this deadline will be included in the National Investment Promotion Program for the following year;
c) Before June 20th, the Ministry of Finance shall notify the lead agency of any required adjustments or additions (if any) in writing and on the National Information System on Investment Promotion;
d) Before June 30th, the lead agency shall submit any requests for adjustments or additions (if any) to the Ministry of Finance in writing and via the National Information System on Investment Promotion;
d) Within 30 days of the Ministry of Finance announcing the budget expenditure estimates, the Ministry of Finance shall approve the National Investment Promotion Program for the following year and send it to the lead agencies in writing and on the National Information System on Investment Promotion;
e) Based on the approved National Investment Promotion Program, the state management agency for investment promotion under the Ministry of Finance signs contracts assigning tasks to implement investment promotion activities with the lead agencies; advances, settles, and finalizes the support funds according to the signed contracts.
3. Adjusting the National Investment Promotion Program:
a) In case adjustments to activities within the approved National Investment Promotion Program are required, the lead agency shall submit a written request to the Ministry of Finance and through the National Information System on Investment Promotion, clearly stating the reasons and proposing adjustment options;
b) Within 15 days from the date of receiving the proposal from the lead agency, the Ministry of Finance shall consider and decide on the adjustment of activities in the approved National Investment Promotion Program; and notify relevant agencies in writing and on the National Information System on Investment Promotion.
4. The Ministry of Finance shall prescribe the system of forms for developing and adjusting the national investment promotion program.
Article 86. Investment promotion programs of ministries, ministerial-level agencies, and provincial People's Committees.
1. Guidelines for developing an investment promotion program:
a) The Ministry of Finance shall develop investment promotion plans for each period of socio-economic development to guide investment promotion activities nationwide;
b) Based on specific requirements and conditions, the Ministry of Finance shall guide ministries, ministerial-level agencies, and provincial People's Committees in developing annual investment promotion programs.
2. Develop an investment promotion program:
a) Before May 30th, ministries, ministerial-level agencies, and provincial People's Committees shall submit their proposed investment promotion programs for the following year to the Ministry of Finance in writing and via the National Investment Promotion Information System. Proposed investment promotion programs submitted after this deadline will be included in the investment promotion program for the following year;
b) Before July 30th, the Ministry of Finance shall provide its written comments on the investment promotion programs for the following year of ministries, ministerial-level agencies, and provincial People's Committees, both in writing and on the National Information System on Investment Promotion;
c) Before August 30th, based on consensus with the Ministry of Finance, ministries, ministerial-level agencies, and provincial People's Committees shall approve the investment promotion program for the following year and submit it to the Ministry of Finance in writing and via the National Information System on Investment Promotion.
3. Based on the implementation of the investment promotion program and specific conditions, after consultation with the Ministry of Finance, ministries, ministerial-level agencies, and provincial People's Committees shall decide on adjustments to the investment promotion program; and notify the Ministry of Finance in writing and on the National Information System on Investment Promotion.
4. The Ministry of Finance shall prescribe the system of forms for developing and adjusting investment promotion programs of ministries, ministerial-level agencies, and provincial People's Committees.
Article 87. Investment promotion in high-level state foreign affairs activities.
1. For high-level state-level foreign affairs activities that include investment promotion, the lead agency is responsible for coordinating with the Ministry of Finance, the Ministry of Foreign Affairs, and other relevant agencies to develop an investment promotion plan.
2. The lead agency is responsible for organizing and implementing investment promotion activities according to the plan agreed upon with the Ministry of Finance, the Ministry of Foreign Affairs, or the agency designated as the focal point for organizing high-level state-level foreign affairs activities.
3. Ministries, provincial People's Committees, agencies, organizations, and individuals participating in investment promotion activities within the framework of high-level state foreign affairs activities have the following responsibilities:
a) Comply with the regulations, rules, requirements, and guidelines of the lead agency, the Ministry of Finance, the Ministry of Foreign Affairs, and the Ministry of Public Security, or the focal agency organizing high-level state-level foreign affairs activities;
b) Appoint representatives who meet the criteria and composition, and assume full responsibility for the selection of these representatives.
Article 88. Coordination between investment promotion and trade promotion, tourism, and economic diplomacy.
1. Ministries, ministerial-level agencies, and provincial People's Committees shall preside over the implementation of integrated investment promotion activities with trade, tourism, and economic diplomacy, and coordinate with the Ministry of Finance on investment promotion content during the program development and implementation process.
2. Content of collaboration:
a) Notify the Ministry of Finance 15 days in advance, in writing and through the national investment promotion information system, of the plan to organize integrated trade, tourism, and economic diplomacy activities that include investment promotion content;
b) If necessary, the Ministry of Finance shall provide written opinions on matters related to investment promotion.
Article 89. Investment promotion activities not using state budget funds.
1. Investment promotion activities not using state budget funds are carried out by agencies, organizations, and individuals in Vietnam and abroad using the funding sources specified in points b, c, and d of Clause 1, Article 90 of this Decree.
2. Agencies, organizations, businesses, and individuals conducting investment promotion activities abroad must comply with the regulations of foreign laws and Vietnamese law.
3. Agencies, organizations, businesses, and individuals conducting investment promotion activities must notify the Department of Finance at least 15 days before carrying out the activity and report the results no later than 15 days after completion. The notification before and after organizing investment promotion activities must be in writing and on the National Information System on Investment Promotion.
Article 90. Funding for investment promotion activities
1. Funding for investment promotion activities is allocated from the following sources:
a) State budget;
b) Contributions from participating organizations and businesses;
c) Funding from domestic and foreign organizations and individuals;
d) Other legitimate sources of funding as prescribed by law.
2. Prepare and allocate state budget funds for investment promotion activities of ministries and ministerial-level agencies:
a) Ministries and ministerial-level agencies shall consolidate budget estimates for investment promotion activities after consultation with the Ministry of Finance, along with the annual budget plan of the ministry, ministerial-level agency, or government agency, and submit them to the Ministry of Finance;
b) Based on the state budget's balancing capacity and the Ministry of Finance's consensus on investment promotion activities, the Ministry of Finance shall consider approving and allocating funds in the annual budget expenditure estimates of ministries, ministerial-level agencies, and government agencies to carry out investment promotion activities;
c) Ministries and ministerial-level agencies shall, based on the budget allocated by the Ministry of Finance, make detailed budget allocations to their subordinate units for investment promotion activities.
3. Regarding investment promotion activities of provincial People's Committees, based on the written opinion of the Ministry of Finance on the unified implementation of investment promotion activities, the provincial People's Committee shall, based on the local budget's balancing capacity, assign tasks and allocate funds to units carrying out investment promotion activities. Funding for investment promotion activities shall be included in the annual local budget estimates.
4. For investment promotion activities arising unexpectedly as part of the work program of the State leaders and the Government, based on the directives of the State leaders and the Government, the lead agency shall prepare a plan for investment promotion activities, a budget estimate, and a proposed budget, and submit it to the Ministry of Finance for consideration and decision in accordance with the provisions of the State Budget Law.
Chapter VII
STATE MANAGEMENT OF INVESTMENT
Section 1. DUTIES AND POWERS OF MINISTRIES, MINISTERIAL-LEVEL AGENCIES, PROVINCIAL PEOPLE'S COMMITTEES AND RELATED AGENCIES
Article 91. State management of investment activities in Vietnam
1. The Ministry of Finance assists the Government in unifying state management of investment in Vietnam; performs the tasks and powers of state management over investment activities as prescribed in Clause 2, Article 44 of the Investment Law and other tasks and powers as prescribed in this Decree and assigned by the Government and the Prime Minister.
2. Ministries and ministerial-level agencies shall perform the tasks and powers of state management regarding investment as prescribed in Clause 3, Article 44 of the Investment Law and the following tasks and powers:
a) The Ministry of Finance, in coordination with relevant state management agencies, shall appraise and provide opinions on financial matters related to investment projects; provide government guarantees for investment projects under the authority of the National Assembly and the Prime Minister to approve investment policies, and other infrastructure development projects;
b) The Ministry of Agriculture and Environment shall preside over and coordinate with relevant state management agencies to guide and inspect the implementation of regulations on resources and environmental protection related to investment activities; appraise and provide opinions on issues related to land and environmental protection of investment projects;
c) The Ministry of Science and Technology shall preside over and coordinate with relevant state management agencies to develop, submit to competent authorities for promulgation, guide, and inspect the implementation of regulations on investment activities in the field of science and technology; preside over the appraisal and provide coordinated opinions on issues related to science and technology of investment projects under the authority of the National Assembly and the Prime Minister to approve investment policies in accordance with the law on technology transfer and other relevant laws;
d) The Ministry of Construction shall preside over and coordinate with relevant state management agencies to develop, submit to competent authorities for promulgation, guide, and inspect the implementation of regulations on investment activities related to state management of construction; appraise and provide opinions on issues related to state management of construction of investment projects;
d) The Ministry of National Defence and the Ministry of Public Security, according to their functions and authority, shall develop, issue, or submit to competent authorities for issuance documents identifying areas affecting national defence and security in accordance with the Investment Law, this Decree, and laws on national defence and security; appraise and provide opinions on whether the areas meet the requirements for ensuring national defence and security as prescribed in this Decree;
e) The State Bank of Vietnam shall preside over and coordinate with relevant state management agencies to develop, submit to competent authorities for promulgation, guide and inspect the implementation of regulations on credit and foreign exchange management related to investment activities; appraise and provide opinions on issues related to credit and foreign exchange management of investment projects under the authority of the National Assembly and the Prime Minister to approve investment policies;
g) Other ministries and ministerial-level agencies shall perform the tasks and powers as prescribed in Clause 3, Article 44 of the Investment Law and other tasks and powers as prescribed in this Decree and relevant laws.
3. Duties and powers of the Provincial People's Committee:
a) Develop a plan to attract investment capital; prepare and publish a list of investment projects to be attracted to the locality;
b) Managing, supervising, guiding, and resolving difficulties in the implementation of investment activities in the locality according to functions and authority;
c) Directing, guiding, supervising, and inspecting the performance of tasks by investment registration agencies in issuing investment registration certificates and managing investment activities in the locality;
d) Directing investment registration agencies, business registration agencies, and state management agencies in land, environment, and construction to streamline procedures to facilitate investors in carrying out investment activities;
d) To perform the duties and powers as prescribed in Clause 4, Article 44 of the Investment Law and other duties and powers as prescribed in this Decree and relevant laws.
Article 92. Duties and powers of investment promotion agencies
1. Duties and powers of the Ministry of Finance:
a) To chair and coordinate with ministries, ministerial-level agencies, and provincial People's Committees in developing orientations, programs, and plans for investment promotion; to guide the development of annual investment promotion programs for ministries, ministerial-level agencies, and provincial People's Committees; to synthesize, develop, coordinate, and implement the National Investment Promotion Program;
b) To preside over and guide the allocation of funds from the state budget and the financial management regulations for investment promotion activities; to preside over and coordinate with ministries, ministerial-level agencies, and provincial People's Committees in developing plans and budget estimates for investment promotion activities under the National Investment Promotion Program, the Investment Promotion Programs of ministries, ministerial-level agencies, and provincial People's Committees, and to resolve difficulties and obstacles related to the allocation and use of funds from the state budget for investment promotion activities; to preside over and coordinate with the Ministry of Foreign Affairs in allocating state budget funds for investment promotion activities of overseas investment promotion units; to guide the preparation of budget estimates, allocation, use, and settlement of funds for investment promotion activities, and the collection and use of registration fees for the national information system on investment promotion;
c) Guidance on implementing the information and reporting regime for investment promotion activities;
d) Carry out investment promotion activities under the Investment Promotion Program as stipulated in point a of this clause;
d) Monitoring, compiling, and evaluating the investment promotion situation and supervising and inspecting the effectiveness of investment promotion activities;
e) Coordinate with the Ministry of Foreign Affairs and the Ministry of Interior to submit to the Prime Minister proposals for establishing and appointing focal points for investment promotion abroad; and manage state affairs regarding investment promotion for these focal points abroad;
g) Organizing training courses on investment promotion;
h) Periodically report to the Prime Minister on the situation and direction of investment promotion activities.
2. Duties and powers of the Ministry of Foreign Affairs:
a) Coordinate with the Ministry of Finance, other ministries and ministerial-level agencies, and provincial People's Committees to implement investment promotion programs and activities, integrating investment promotion activities into foreign affairs work;
b) Support and participate in approved investment promotion activities abroad as notified by the Ministry of Finance; in case of new investment promotion activities, Vietnamese representative agencies abroad are responsible for notifying and coordinating with the Ministry of Finance before implementation;
c) To preside over and guide Vietnamese representative agencies abroad in managing the activities of investment promotion focal points overseas;
d) To chair and coordinate with the Ministry of Finance and the Ministry of Interior to submit to the Prime Minister for decision the establishment and staffing of the focal point for overseas investment promotion;
d) Based on the proposal of the Ministry of Finance, decide on the appointment of diplomatic positions and the assignment of officials to work at investment promotion focal points abroad;
e) Arrange for appropriate facilities, transportation, working conditions, and operating funds for the overseas investment promotion focal point.
3. Duties and powers of ministries, ministerial-level agencies, and provincial People's Committees:
a) To chair and coordinate with the Ministry of Finance and relevant ministries and ministerial-level agencies in developing annual investment promotion programs and plans; to propose activities to be included in the National Investment Promotion Program;
b) Carry out investment promotion activities within their authority;
c) Coordinate with ministries, ministerial-level agencies, and provincial People's Committees in investment promotion activities.
Section 2. REPORTING REGIME FOR INVESTMENT ACTIVITIES, INVESTMENT PROMOTION AND OPERATION OF THE NATIONAL INVESTMENT INFORMATION SYSTEM
Article 93. Content and reporting period of state management agencies on investment.
1. The investment registration agency shall report the following information to the Provincial People's Committee:
a) Quarterly reports must be completed before the 15th of the first month of the quarter following the reporting quarter, and must include the following contents: Assessment of the situation regarding the receipt of applications, issuance, adjustment and revocation of Investment Registration Certificates, and the operational status of investment projects;
b) The annual report, to be completed before April 10th of the year following the reporting year, shall include the following contents: an assessment of the investment situation for the entire year, a projected plan for attracting and disbursing investment capital for the following year, and a list of investment projects currently attracting investor interest.
2. On a quarterly and annual basis, the People's Committee of the province shall compile reports from investment registration agencies under its management and report to the Ministry of Finance on the contents of the reports specified in Clause 1 of this Article, within 05 working days from the end of the reporting deadline of the investment registration agency.
3. State management agencies shall provide information to the Ministry of Finance in accordance with the following regulations:
a) Ministry of Finance: Periodically, on a quarterly basis, provides information on the issuance, adjustment, and revocation of Investment Registration Certificates or other equivalent documents for insurance companies and securities companies; periodically, on an annual basis, compiles the annual financial reports of foreign-invested economic organizations nationwide to report on indicators of import and export, financial situation, and contributions to the state budget by foreign-invested economic organizations. The deadline for quarterly reports is before the 12th of the first month of the quarter following the reporting quarter, and the deadline for annual reports is before May 31st of the year following the reporting year;
b) Ministry of Industry and Trade: Periodically, on a quarterly basis, report on the status of granting, adjusting, terminating operations, and the operational results of foreign investment projects in the field of oil and gas exploration and exploitation in Vietnam. The reporting deadline is before the 15th of the first month of the quarter following the reporting quarter;
c) Ministry of Justice: Periodically, on a quarterly basis, report on the status of granting, adjusting, terminating, and operational results of branches and law firms. The reporting deadline is before the 15th of the first month of the quarter following the reporting quarter;
d) State Bank of Vietnam: Periodically, on a quarterly basis, report on the status of granting, adjusting, terminating operations, and the operational results of commercial presences of foreign finance companies and credit institutions in Vietnam. The reporting deadline is before the 15th of the first month of the quarter following the reporting quarter;
d) Ministry of Interior: Annually report on the registration and licensing of foreign workers in foreign-invested economic organizations. The report must be submitted before April 15th of the year following the reporting year;
e) Ministry of Science and Technology: Periodically report annually on the status of technology transfer by foreign-invested economic organizations. The report must be submitted before April 15th of the year following the reporting year;
g) Provincial People's Committees: Annually report to the Ministry of Finance and the Ministry of Agriculture and Environment on the situation of land allocation, leasing, and use by foreign-invested economic organizations. The report must be submitted before April 15th of the year following the reporting year.
4. The Ministry of Finance shall periodically compile and report to the Prime Minister on the investment situation nationwide as prescribed in point d, clause 2, Article 47 of the Investment Law.
Article 94. Content and reporting period of economic organizations implementing investment projects.
1. Economic organizations implementing investment projects must report to the investment registration authority and the local state management agency for statistics.
2. Quarterly reports must be completed before the 10th of the first month of the quarter following the reporting quarter, and must include the following information: realized investment capital, net revenue, exports, imports, labor, taxes and other budget payments, and the situation regarding land and water use.
3. The annual report must be completed before March 31 of the year following the reporting year, and must include quarterly report indicators and indicators on profit, employee income, expenditures and investments in scientific research and technological development, environmental treatment and protection, and the origin of the technology used.
Article 95. Content and reporting period of investment promotion reports
1. Ministries and provincial People's Committees are responsible for monitoring progress, compiling, and reporting on the implementation of investment promotion activities under the national investment promotion program; and the investment promotion programs of their respective sectors and localities, including: implementation results, completion levels, and budget allocations, on an annual basis before January 31 of the following year.
2. The Ministry of Finance shall periodically compile and report to the Prime Minister on the investment situation (including investment promotion) nationwide, as stipulated in point d, clause 2, Article 47 of the Investment Law.
Article 96. Reporting format
1. Investment project report:
a) Economic organizations implementing investment projects submit reports online through the National Investment Information System;
b) The investment registration authority submits the report in writing and online through the National Investment Information System.
2. Report on investment promotion:
a) Ministries, ministerial-level agencies, and provincial People's Committees shall submit written reports to the Ministry of Finance and online reports on the National Information System on Investment Promotion;
b) Agencies responsible for investment promotion activities shall submit reports online through the National Information System on Investment Promotion.
3. The Ministry of Finance shall prescribe the system of forms and supervise and inspect the implementation of the reporting regime as prescribed in this Decree.
Article 97. Mechanism for coordinating the management and operation of the National Investment Information System
1. The Ministry of Finance shall preside over and coordinate with relevant state management agencies in developing and operating the National Investment Information System; and provide guidance on the management, operation, and utilization of the National Investment Information System.
2. Ministries, sectors, and provincial People's Committees are responsible for updating and providing information on investment activities within their respective areas of management to the National Investment Information System; and for organizing the exploitation and use of the National Investment Information System in accordance with the Investment Law, this Decree, and other relevant regulations.
3. The investment registration agency is responsible for using the National Investment Information System to perform tasks related to receiving, issuing, adjusting, and revoking investment registration certificates; monitoring, supervising, and evaluating the implementation of investment projects; implementing investment reporting requirements; and guiding economic organizations implementing investment projects using the National Investment Information System as prescribed in this Decree.
4. The agency managing and operating the National Investment Information System and the National Business Registration Information System is responsible for exchanging information on the registration status of businesses and cooperatives of economic organizations with foreign investment capital, the status of capital contributions, share purchases, and equity investments by foreign investors when carrying out the procedures stipulated in Articles 73 and 76 of this Decree, investment conditions applicable to foreign investors, the list of conditional investment and business sectors and investment and business conditions as prescribed.
5. The agency managing and operating the National Investment Promotion Information System is responsible for compiling information on the investment promotion situation nationwide; organizing the exploitation and provision of information and supporting agencies, organizations, and businesses in carrying out investment promotion and connection activities.
6. Economic organizations implementing investment projects are granted access accounts to the national investment information system to submit periodic reports as prescribed.
7. The Ministry of Finance shall provide detailed guidance on the management, operation, exploitation, and use of the National Investment Information System.
Article 98. Overall investment inspection, investment project inspection
The overall investment review and investment project review are carried out in accordance with the Government's regulations on investment inspection, supervision, and evaluation.
Chapter VIII
TERMS ENFORCEMENT
Section 1. AMENDING AND SUPPLEMENTING SOME DECREES RELATED TO INVESTMENT AND BUSINESS
Article 99. Amendments, additions, and repeal of certain articles of Decree No. 19/2026/ND-CP dated January 14, 2026, of the Government on the procedures for appraising nationally important projects and monitoring and evaluating investments.
1. Amend the legal basis for promulgating "Law on Investment No. 61/2020/QH14" to "Law on Investment No. 143/2025/QH15".
2. Article 18 is amended and supplemented as follows:
Article 18. Documents submitted for appraisal
The application dossier for approval of the investment policy for an investment project shall comply with the regulations in the Decree detailing and guiding the implementation of a number of articles of the Investment Law; in which, the investment project proposal must clearly explain the special mechanisms and policies that differ from the provisions of the law or resolutions of the National Assembly required to be applied to the project; the basis for the proposal and the conditions for application (if any).
3. Add clauses 4 and 5 after clause 3 of Article 20 as follows:
“4. At least 60 days before the opening of the National Assembly session, the Government shall submit to the National Assembly the dossier requesting approval of the investment policy.
5. The National Assembly shall consider and adopt a resolution on approving the investment policy, including the contents stipulated in Clause 1, Article 3 of the Investment Law.”
4. Article 21 is amended and supplemented as follows:
Article 21. Content of the assessment
1. Content of the appraisal for approval of investment policy, and content of the appraisal for approval of investment policy simultaneously with the approval of the project investor as stipulated in the Decree detailing and guiding the implementation of a number of articles of the Investment Law.
2. Special mechanisms and policies that differ from the provisions of laws and resolutions of the National Assembly for the project.”
5. Amend point b of clause 1, Article 31 as follows:
“b) Proposal for adjusted investment project or adjusted pre-feasibility study report;”.
6. To amend and supplement a number of clauses of Article 94 as follows:
a) Add point c after point b of clause 2 as follows:
“c) Quarterly reports on investment status as prescribed in points c and d, Clause 2, Article 47 of the Investment Law.”
b) Amend and supplement Clause 3 as follows:
3. The investment registration agency shall prepare and submit a report to the Provincial People's Committee and the Ministry of Finance:
a) Annual investment monitoring and evaluation report;
b) Report on the situation regarding the receipt, issuance, adjustment, and revocation of Investment Registration Certificates, and the operational status of investment projects under its management, on a quarterly basis as prescribed in point b, clause 2, Article 47 of the Investment Law.”
c) Add point a1 after point a of clause 8 as follows:
“a1) Quarterly reports on the implementation status of investment projects as prescribed in point a, clause 2, Article 47 of the Investment Law;”.
d) Amend the title and points a, b, c of clause 11 as follows:
11. Deadlines for investment monitoring and evaluation reports, and investment status reports:
a) Program organizer, project owner, and investor:
Submit quarterly reports before the 10th day of the first month of the quarter following the reporting quarter;
Submit the six-month report before July 10th of the reporting year; the reported data covers the period from January 1st to June 30th of the reporting year;
Submit annual reports before February 10th of the following year; the reported data covers the period from January 1st to December 31st of the reporting year;
Submit a report before making adjustments to the program or project.
b) Investment registration authority: Submit quarterly reports before the 15th of the first month of the quarter following the reporting quarter; annual reports before February 20th of the following year.
c) Ministries, sectors, localities, and state-owned enterprises: Submit quarterly reports before the 20th of the first month of the quarter following the reporting quarter; submit annual overall monitoring and evaluation reports before March 1st of the following year.”
7. Amend point d of clause 2, Article 95 as follows:
“d) Organizations and individuals using the System must use digital signatures as prescribed when submitting reports on the System;”.
8. Repeal “Section 4, Chapter IV on Dossier, Procedures and Content for Appraisal and Approval of Overseas Investment Policies” and “Section 8, Chapter IV on Dossier, Procedures and Content for Appraisal and Approval of Adjustments to Overseas Investment Policies”.
Section 2. TRANSITIONAL PROVISIONS
Article 100. Transitional provisions for special investment procedures
1. Valid dossiers of investment projects in industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, free trade zones, international financial centers, and functional zones within economic zones as stipulated in Clause 1, Article 28 of the Investment Law, and not falling under the fields specified in Article 36a of the 2020 Investment Law, which were received by the Management Board before the effective date of the Investment Law but have not yet been processed, shall be handled as follows:
a) Continue processing applications in accordance with the provisions of the 2020 Investment Law and Government Decree No. 31/2021/ND-CP dated March 26, 2021, detailing and guiding the implementation of a number of articles of the Investment Law;
b) In cases where the investor proposes to apply special investment procedures, the investor shall submit additional commitments as prescribed in Clause 2, Article 47 of this Decree for the Management Board to evaluate and issue an Investment Registration Certificate as prescribed in Clause 5, Article 47 of this Decree;
c) For dossiers currently being processed according to the provisions of Clause 7, Article 29 of Decree No. 31/2021/ND-CP, the provisions of Decree No. 31/2021/ND-CP shall continue to apply.
In cases where the investor's proposal to apply for special investment procedures is approved, the investor shall submit additional commitments and relevant documents as prescribed in Clause 2, Article 47 of this Decree to be granted an Investment Registration Certificate as prescribed in Clause 5, Article 47 of this Decree.
2. For investment projects falling under the provisions of Article 28 of the Investment Law that have received investment policy approval or been granted an Investment Registration Certificate before the effective date of the Investment Law, investors may choose to apply the following special investment procedures:
a) Investors shall submit investment registration dossiers as prescribed in Clause 2, Article 47 of this Decree, along with a report on the project implementation status up to the time of submission, to the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones.
In cases where an investment project comprises multiple phases, the investor may choose to apply special investment procedures to each phase;
b) The management board of industrial parks, export processing zones, high-tech zones, and economic zones shall carry out the corresponding procedures stipulated in Clause 2, Article 47 of this Decree to issue an Investment Registration Certificate or renew an Investment Registration Certificate in cases where the project has already been granted an Investment Registration Certificate;
c) The Investment Registration Certificate records the content of the investment project registered in accordance with points a and b of this clause. The investor may implement the investment project according to the Investment Registration Certificate issued or renewed in accordance with points a and b of this clause.
3. The issuance or renewal of the Investment Registration Certificate as prescribed in Clause 2 of this Article shall be carried out in cases where the investor is selected to apply for special investment procedures upon meeting the requirements as prescribed in Article 46 of this Decree.
In cases where special investment procedures are applied to a part or phase of an investment project, the investor shall carry out the project adjustment procedures as prescribed in Article 48 of this Decree. The amended investment registration certificate shall record the adjusted investment project content.
4. Projects that have received approval for environmental impact assessment reports, detailed planning, construction permits, and other approvals, authorizations, and permits in the fields of construction and fire prevention and fighting before the effective date of the Investment Law may continue to be implemented according to the issued documents or permits.
Article 101. Implementation of investment projects that were carried out before the effective date of the Investment Law.
1. Investors may continue to implement investment projects under Investment Licenses, Investment Incentive Certificates, Investment Certificates, Investment Registration Certificates, or other legally equivalent documents issued by competent state agencies before the effective date of the Investment Law, without having to go through the investment policy approval procedure as prescribed by the Investment Law and this Decree, except in cases of adjusting investment projects as prescribed in Clauses 1 and 3 of Article 102 of this Decree.
2. Investment licenses, investment incentive certificates, investment certificates, investment registration certificates, or other legally equivalent documents issued by competent state agencies before the effective date of the Investment Law shall have the same legal validity as an investment registration certificate.
3. Documents with equivalent legal validity as stipulated in Clause 1 of this Article are written documents and decisions of competent state agencies to decide on investment policies or to permit and approve investment projects in accordance with the laws on investment, land, construction, housing, urban planning, bidding, and enterprises, which are in effect at the time of issuance of these documents and decisions.
4. Point d, Clause 2, Article 35 of the Investment Law applies to cases where investors fail to comply with the contents of the Investment License, Investment Incentive Certificate, Investment Certificate, Investment Registration Certificate, or investment policy decision, investment policy approval, or investment approval as prescribed by the laws on investment, housing, urban development, and construction before the effective date of the Investment Law.
Article 102. Adjustment of investment projects implemented before the effective date of the Investment Law.
1. Investment projects stipulated in points b, c, and d of Clause 2, Article 52 of the Investment Law are not required to go through the procedure of approving the investment policy or adjusting the approval of the investment policy when adjusting the investment project, except for the following cases:
a) Changes or additions to the content or objectives that fall under the investment policy approval requirements stipulated in Article 24 of the Investment Law;
b) Expanding the scale of the investment project to the point where the project falls under the category requiring approval of investment policy as stipulated in Article 24 of the Investment Law;
c) Adjusting investment projects that include proposals for the State to allocate or lease land without auction or bidding, or to receive the transfer of land use rights or assets attached to the land, except for land allocation or leasing to households and individuals that do not require written approval from the provincial People's Committee as stipulated by land law;
d) Adjusting investment projects that include a request for the State to allow the change of land use purpose as stipulated in Clause 3, Article 35 of this Decree, except for cases where the change of land use purpose for households and individuals does not require written approval from the provincial People's Committee as prescribed by land law.
2. In case of adjustments to the provisions specified in points a, b, c, and d of Clause 1 of this Article, the investor shall carry out the procedures for adjusting the investment project in accordance with the corresponding provisions in Section 5, Chapter IV of this Decree. The competent state agency that approved the investment policy shall consider the adjustments to approve the investment policy.
3. In cases of adjusting investment projects as stipulated in point a, clause 2, Article 52 of the Investment Law, and where the adjustment falls under one of the cases specified in points a, b, c, d, and e, clause 3, Article 33 of the Investment Law, the procedure for adjusting the investment policy shall be carried out as follows:
a) The agency that approves the investment policy as stipulated in the Investment Law is the agency with the authority to amend the decision document on the investment policy, the approval document on the investment policy, or the investment approval document of that investment project, except as provided in point b of this clause;
b) In cases where the adjustment of an investment project was not subject to the Prime Minister's decision on investment policy, approval of investment policy, or approval of investment policy as stipulated by law before the Investment Law came into effect, but now falls under the Prime Minister's approval of investment policy as stipulated by the Investment Law, the Prime Minister shall approve the adjustment of investment policy in cases of expanding the scale of land use area or adding content or objectives subject to the Prime Minister's approval as stipulated in Clause 2, Article 25 of the Investment Law. In addition to the content subject to the Prime Minister's approval of investment policy adjustments as stipulated in this point, the Chairman of the Provincial People's Committee or the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones shall approve the adjustment of investment policy as stipulated in the Investment Law and this Decree when adjusting other contents as stipulated in points a, b, c, d, and e of Clause 3, Article 33 of the Investment Law;
c) Investors shall follow the procedures for adjusting investment policies as prescribed in Section 5, Chapter IV of this Decree when adjusting the contents stipulated in this clause, except for the cases specified in point d, clause 4 of this Article.
4. Investment projects for which competent state agencies have decided on investment policies, approved investment policies, or approved investments in accordance with the laws on investment, housing, urban development, and construction before the effective date of the 2020 Investment Law may have their progress adjusted according to the following regulations:
a) Investors may adjust the project implementation schedule in accordance with the Investment Law and this Decree if it falls under one of the cases specified in points a, b, c, d, e, f, and g of Clause 4, Article 33 of the Investment Law;
b) In cases where the investment policy decision, investment policy approval, or investment approval document does not specify the project implementation schedule or the schedule of project implementation phases, the investor may adjust the investment policy or investment approval to specify the project implementation schedule and the schedule of project implementation phases. The authority to adjust the investment project shall be in accordance with the provisions of Clause 3 of this Article, and the procedures for adjusting the investment policy shall be in accordance with the corresponding provisions in Section 5, Chapter IV of this Decree;
c) For investment projects with adjusted implementation schedules falling under one of the cases specified in points a, b, c, and d of Clause 4, Article 33 of the Investment Law, the investor is not required to go through the procedure of approving the adjustment of the investment policy when extending the project implementation schedule by more than 12 months. The investment registration authority shall carry out the procedure for adjusting the Investment Registration Certificate as prescribed in Article 56 of this Decree for projects that have already been granted an Investment Registration Certificate.
5. For projects subject to investment policy approval under the law before the effective date of the Investment Law, but not subject to investment policy approval under Clause 3, Article 52 of the Investment Law and this Decree, when adjusting the project, the investor is not required to carry out the investment policy adjustment procedure.
In case adjustments are needed, the investor shall follow the procedures for adjusting the investment policy as prescribed in Clause 3, Article 53 of this Decree for the investment project content falling under the cases specified in Clause 3, Article 33 of the Investment Law.
In cases where there is no need to adjust the approved investment policy, the investor is allowed to implement a project different from the content of the approved investment policy, but must ensure compliance with relevant legal regulations.
6. When adjusting an investment project, except for the cases specified in Clauses 1 and 3 of this Article, results in changes to the content of the Investment License, Investment Incentive Certificate, Investment Certificate, Investment Registration Certificate, or other legally equivalent documents issued before the effective date of the Investment Law, the investor shall follow the procedures corresponding to the procedure for adjusting the Investment Registration Certificate as prescribed in Article 56 of this Decree at the investment registration authority to obtain a new Investment Registration Certificate. The new Investment Registration Certificate shall specify the adjusted investment project content and record all the unadjusted investment project content currently in effect as prescribed in the Investment License, Investment Certificate, Investment Incentive Certificate, Investment Registration Certificate, and other legally equivalent documents.
7. In cases where the Investment License, Investment Certificate, or other legally equivalent document specified in Clause 6 of this Article also stipulates the business registration content, the investment registration authority shall issue an Investment Registration Certificate to the investor to replace the investment project content in the Investment License, Investment Certificate, or other legally equivalent document, in accordance with the principles stipulated in Clause 6 of this Article. The business registration content in the Investment License, Investment Certificate, or other legally equivalent document shall remain valid.
Article 103. Transfer of investment projects as prescribed in Clause 5, Article 52 of the Investment Law
1. The application dossier for the transfer of an investment project includes the documents specified in points a, b, c, d, e, and g of Clause 5, Article 57 of this Decree, and a copy of the Certificate of Land Use Rights, and documents/materials related to the investment project.
2. In cases where there is a need as stipulated in Clause 5, Article 52 of the Investment Law, the investor shall follow the following procedures:
a) The investor transferring the project shall submit one set of documents as prescribed in Clause 1 of this Article, along with an electronic copy of the documents, to the Department of Finance;
b) The Department of Finance shall review the conditions for transferring the investment project as stipulated in Clause 5, Article 52 of the Investment Law and report to the Chairman of the Provincial People's Committee for approval of the investment policy simultaneously with the approval of the investor for the transferee within 14 working days from the date of receiving a valid application, or consider granting the Investment Registration Certificate within 10 days from the date of receiving a valid application.
Within 03 working days from the date of receiving the report from the Department of Finance, the Chairman of the Provincial People's Committee shall consider and approve the investment policy simultaneously with the approval of the investor.
Article 104. Implementation of investment activities by economic organizations with foreign investment capital established before the effective date of the Investment Law.
1. Economic organizations specified in points a, b, and c of Clause 1, Article 20 of the Investment Law are not required to meet the conditions and follow the investment procedures prescribed for foreign investors under the Investment Law and this Decree if the establishment of another economic organization or investment in the form of capital contribution, share purchase, purchase of capital contributions of another economic organization, or investment in the form of a BCC contract by that economic organization was carried out before the effective date of the Investment Law.
2. From the effective date of the Investment Law, economic organizations established before the effective date of the Investment Law and falling under one of the cases specified in points a, b, and c of Clause 1, Article 20 of the Investment Law must meet the conditions and carry out investment procedures as prescribed for foreign investors in accordance with the Investment Law and this Decree when adjusting investment projects implemented before the effective date of the Investment Law; changing or supplementing investment and business sectors; establishing other economic organizations; investing in the form of capital contribution, share purchase, or purchase of capital contributions of other economic organizations; or investing in the form of BCC contracts.
3. When adjusting an investment project as stipulated in Clause 2 of this Article, the economic organization shall carry out the procedures for approving the investment policy or adjusting the investment policy, issuing the Investment Registration Certificate or adjusting the Investment Registration Certificate in accordance with the corresponding provisions of the Investment Law and this Decree. The investment registration authority shall only consider whether the investment conditions are met for the proposed adjustments and shall not review the contents of the ongoing project.
Article 105. Guarantees for the implementation of investment projects for investment projects implemented before the effective date of the Investment Law.
1. Investors who signed an escrow agreement with the investment registration authority before the Investment Law came into effect may continue to comply with the signed agreement.
2. In cases where the investor requests a change in the form of project performance guarantee to apply a deposit guarantee as prescribed by the Investment Law and this Decree, or to adjust the conditions for refunding the deposit, the investor shall negotiate with the investment registration authority to amend the signed Deposit Agreement in accordance with the provisions of the Investment Law and this Decree.
3. Investors who have not signed an escrow agreement in accordance with the law on investment before the effective date of the Investment Law and this Decree shall comply with the regulations on securing investment project implementation as stipulated in the Investment Law and this Decree.
4. In cases where adjustments to the objectives and implementation schedule of an investment project, or changes in the land use purpose of an investment project as stipulated in Clause 7, Article 52 of the Investment Law, result in the project being subject to the requirement of depositing a security deposit or having a guarantee for the security deposit obligation to ensure the implementation of the investment project as prescribed by the Investment Law and this Decree, the investor must deposit a security deposit or have a guarantee for the security deposit obligation as prescribed by the Investment Law and this Decree for the adjusted part of the project.
After the Decision approving the adjustment of the investment policy is issued, along with the approval of the investor, and before the issuance of the decision on land allocation, land lease, or permission to change the land use purpose for the adjusted part of the project (if any), the Investment Registration Authority and the investor shall agree on the time for implementing the investment project guarantee.
Article 106. Adjustment of projects with a commitment to transfer assets to the State of Vietnam or a Vietnamese Party without compensation.
1. For investment projects where foreign investors commit to transferring assets to the Vietnamese State or to a Vietnamese party without compensation (hereinafter referred to as Projects with a commitment to transfer assets without compensation), after the expiration of the investment project's operating period as stipulated in the Investment License, Investment Certificate, or Investment Registration Certificate, the foreign investor (in the case of foreign investors investing in the form of a business cooperation contract) or the foreign-invested economic organization is obligated to transfer the assets in their original state, under normal operating conditions, without compensation to the Vietnamese State or a Vietnamese party that is a state-owned enterprise.
2. Projects with a commitment to transfer assets without compensation shall not be considered for removal of the condition of transferring assets without compensation as stipulated in Clause 1 of this Article, and the content of the Project with a commitment to transfer assets without compensation shall not be adjusted in a way that changes the condition of transferring those assets, except in the cases stipulated in Clauses 3 and 4 of this Article.
3. In cases where the Vietnamese Party is a state-owned enterprise (hereinafter referred to as the Vietnamese Party) and is granted a delayed land transfer to contribute capital in the form of land use rights, the period of delayed land transfer to the Vietnamese Party shall not be included in the operating term of the Project with a commitment to transfer land without compensation.
4. In cases where a Vietnamese state-owned enterprise transfers all or part of its capital contribution in a foreign-invested enterprise, the value of the transferred capital contribution shall be determined through a public auction, applying the highest bid offered to the foreign party. If the foreign party does not purchase or does not purchase the entire capital contribution at that highest bid, the Vietnamese party's capital contribution shall be sold to the organization or individual that offered the highest bid.
The conditions, procedures, and formalities for transferring a part or the whole of the capital contribution of the Vietnamese party, which is a state-owned enterprise, shall be carried out in accordance with the law on the management and use of state capital invested in production and business in enterprises and the law on enterprises.
5. Any adjustment to a Project with a commitment to transfer without compensation as stipulated in Clauses 3 and 4 of this Article must be approved by the Prime Minister. The investor shall carry out the project adjustment procedures in accordance with the corresponding provisions in Section 5, Chapter IV of this Decree.
Article 107. Handling of assets after transfer without compensation to the State of Vietnam or the Vietnamese Party
1. The establishment of state ownership and management of the Project's assets, with a commitment to transfer assets without compensation (hereinafter referred to as transferred assets) to the State of Vietnam after the completion of operations, shall be carried out in accordance with the law on the management and use of public assets.
2. In cases where the transferee is a state-owned enterprise with 100% state capital, the handling of the transferred assets shall be decided by the agency representing the state-owned enterprise in accordance with the law on the management and investment of state capital in enterprises.
3. In cases where the transferee is a state-owned enterprise that has been privatized, the assets shall be transferred to the State of Vietnam. The handling of the transferred assets shall be carried out in accordance with the corresponding provisions in Clause 1 of this Article.
4. After the land use period expires, the handling of land use rights shall be carried out in accordance with the provisions of land law.
Article 108. Organization and operation of enterprises granted Investment Licenses and Investment Certificates (which also serve as Business Registration Certificates)
1. Enterprises operating under an Investment License may continue to organize and operate in accordance with the provisions of the Investment License and the Enterprise Charter. For matters not stipulated in the Investment License and the Enterprise Charter, the enterprise shall comply with the provisions of the Enterprise Law, the Investment Law, and relevant laws according to the following principles:
a) A wholly foreign-owned enterprise owned by a single foreign investor shall comply with the corresponding regulations applicable to a single-member limited liability company;
b) Enterprises with 100% foreign capital owned by two or more foreign investors and joint ventures shall comply with the corresponding regulations applicable to limited liability companies with two or more members;
c) Joint-stock companies with foreign investment capital established under Government Decree No. 38/2003/ND-CP dated April 15, 2003, on the conversion of some foreign-invested enterprises into joint-stock companies shall comply with the corresponding regulations applicable to joint-stock companies.
2. Enterprises operating under an Investment Certificate (which also serves as a Business Registration Certificate) may continue to organize and operate in accordance with the Investment Certificate (which also serves as a Business Registration Certificate) and the enterprise's charter. For matters not stipulated in the Investment Certificate (which also serves as a Business Registration Certificate) and the enterprise's charter, the enterprise shall comply with the provisions of the Enterprise Law, the Investment Law, and other relevant laws.
Article 109. Change of Investment Registration Certificate, Business Registration Certificate
1. Investors whose investment projects were granted Investment Licenses, Investment Incentive Certificates, Investment Certificates, or other legally equivalent documents before the effective date of the Investment Law may switch to operating under an Investment Registration Certificate according to the following procedures:
a) Investors shall submit one set of documents for the renewal of the Investment Registration Certificate to the investment registration authority, including a written request for renewal of the Investment Registration Certificate, a copy of the Investment License, Investment Incentive Certificate, Investment Certificate, or other legally equivalent documents;
b) The investment registration authority shall issue a revised Investment Registration Certificate to the investor within 03 working days from the date of receiving the application as stipulated in point a of this clause. The revised Investment Registration Certificate shall specify the content of the investment project as stated in the Investment License, Investment Incentive Certificate, Investment Certificate, or other legally equivalent documents. The business registration content in the Investment License, Investment Incentive Certificate, Investment Certificate, or other legally equivalent documents shall remain valid.
2. Businesses operating under Investment Licenses, Investment Certificates (which also serve as Business Registration Certificates), or other legally equivalent documents (hereinafter referred to as certificates) issued before the effective date of the Investment Law may continue to operate under the terms of those certificates without having to go through the procedure of exchanging them for Business Registration Certificates.
3. In cases where there is a simultaneous request to replace the Investment License, Investment Certificate (which also serves as the Business Registration Certificate), or other legally equivalent documents with the Investment Registration Certificate or Business Registration Certificate, the investor shall follow the following procedures:
a) Amend the Business Registration Certificate as prescribed in Clause 2 of this Article;
b) Renewal of the Investment Registration Certificate as prescribed in Clause 1 of this Article (the application for renewal of the Investment Registration Certificate includes a copy of the Enterprise Registration Certificate issued as prescribed in Clause 2 of this Article and the documents as prescribed in point a, Clause 1 of this Article).
4. Enterprises granted a Certificate of Business Registration in accordance with Clauses 2 and 3 of this Article shall continue to exercise all the rights and obligations of the enterprise as stipulated in the Investment License, Investment Certificate (which is also the Business Registration Certificate) or other legally equivalent documents from the date of issuance of the Certificate of Business Registration, including rights and obligations with respect to the investment project; investors as stipulated in the Investment License, Investment Certificate (which is also the Business Registration Certificate) or other legally equivalent documents shall exercise rights and obligations with respect to the investment project as members or shareholders in the enterprise.
5. Upon the expiration of the investment project's operating period or when the investment project is terminated, the enterprise operating under the Investment License, Investment Certificate (which also serves as the Business Registration Certificate), or other legally equivalent documents shall carry out the procedures for terminating the investment project's operation in accordance with the Investment Law and this Decree, without being required to terminate the enterprise's operations, except where otherwise provided by law.
Article 110. Changes to the business registration details in the Investment License, Investment Certificate (which also serves as the Business Registration Certificate)
1. Businesses operating under an Investment License, Investment Certificate (which also serves as a Business Registration Certificate), or other legally equivalent documents shall amend their business registration details at the business registration authority in accordance with the provisions of enterprise law.
2. In cases where both the business registration and investment project content are adjusted simultaneously, the economic organization shall carry out the procedure for adjusting the business registration content at the business registration authority to obtain a Business Registration Certificate as prescribed in Clause 1 of this Article. After obtaining the Business Registration Certificate, the economic organization shall adjust the investment project content at the investment registration authority to obtain an Investment Registration Certificate as prescribed in Article 102 of this Decree.
3. In cases where the registration details of a branch or representative office of an enterprise operating under an Investment License, Investment Certificate (which also serves as a Business Registration Certificate), or other legally equivalent documents issued before the effective date of the Investment Law need to be adjusted, the enterprise shall follow the procedures stipulated in the relevant provisions of the law on enterprises.
4. The procedures for suspending business operations, terminating activities, reorganizing, or dissolving enterprises operating under Investment Licenses or Investment Certificates (which also serve as Business Registration Certificates) are as follows:
a) Enterprises operating under an Investment License or Investment Certificate (which also serves as a Business Registration Certificate) shall carry out procedures for temporary suspension of business, termination of operations, reorganization, or dissolution at the business registration authority;
b) The dossier, procedures, and formalities for temporarily suspending business operations, terminating operations, reorganizing, and dissolving enterprises operating under Investment Licenses and Investment Certificates (which also serve as Business Registration Certificates) shall be carried out in accordance with the provisions of the law on enterprises.
Section 3. ENFORCEMENT CLAUSES
Article 111. Enforcement
1. This Decree shall take effect from the date of signing, except as provided in Clause 2 of this Article.
2. Articles 11 and 12 of this Decree shall take effect from July 1, 2026.
3. The following Decrees shall cease to be in effect from the date the Investment Law comes into force:
a) Decree No. 31/2021/ND-CP dated March 26, 2021, providing detailed regulations and guidance on the implementation of several articles of the Investment Law;
b) Decree No. 19/2025/ND-CP dated February 10, 2025, detailing the Law on Investment regarding special investment procedures;
c) Decree No. 239/2025/ND-CP dated September 3, 2025, amending and supplementing a number of articles of Decree No. 31/2021/ND-CP dated March 26, 2021, of the Government detailing and guiding the implementation of a number of articles of the Law on Investment.
Article 112. Responsible for implementing
1. The Ministry of Finance shall provide detailed regulations and guidance on the implementation of the assigned provisions as stipulated in the Investment Law and this Decree.
2. Ministries and ministerial-level agencies, within the scope of their functions and duties, are responsible for:
a) Submit to the Government for consideration the abolition, amendment, or supplementation of investment and business conditions for conditional investment and business sectors and professions that have already been abolished, amended, or supplemented according to the provisions of the Investment Law;
b) Submit to the Government for consideration and promulgation, amendment, and supplementation of other Decrees related to investment and business to ensure the implementation of the Investment Law and this Decree.
3. Ministers, heads of ministerial-level agencies, heads of government agencies, and chairpersons of provincial and centrally-administered city People's Committees, within their respective functions and duties, are responsible for guiding and implementing this Decree.
APPENDIX I
LIST OF INDUSTRIES AND PROFESSIONS WITH RESTRICTED MARKET ACCESS FOR FOREIGN INVESTORS
(Attached to Decree No. 96/2026/ND-CP dated June 31, 2026 of the Government)
A. SECTORS AND INDUSTRIES THAT ARE NOT YET ACCESSIBLE TO FOREIGN INVESTORS
1. Trading in goods and services included in the list of goods and services subject to state monopoly in the commercial sector.
2. Journalistic activities and news gathering activities in all forms.
3. Fishing or harvesting marine resources.
4. Investigation and security services.
5. Judicial administrative services, including forensic examination services, bailiff services, property auction services, notarization services, and services of insolvency administrators.
6. Services for sending workers abroad under contract.
7. Invest in the construction of cemetery and burial ground infrastructure for the purpose of transferring land use rights associated with the infrastructure.
8. Direct waste collection service from households.
9. Public opinion polling services (public opinion surveys).
10. Blasting services.
11. Importing and dismantling used ships.
12. Public postal services.
13. Import and export business.
14. Temporary import and re-export business.
15. Exercising export rights, import rights, and distribution rights for goods included in the List of goods that foreign investors and economic organizations with foreign investment capital are not allowed to export, import, or distribute.
16. Collection, procurement, and disposal of public assets at units belonging to the armed forces.
17. Business activities include providing industrial property representation services and intellectual property assessment services.
18. Services for establishing, operating, maintaining, and servicing maritime navigation aids, water areas, public waterways, and shipping routes; services for surveying water areas, public waterways, and shipping routes for the publication of maritime notices; services for surveying, constructing, and publishing nautical charts of water areas, seaports, waterways, and shipping routes; and the development and publication of maritime safety documents and publications.
19. Maritime safety regulation services in public waters, zones, and navigation channels; maritime electronic information services.
20. Inspection services (testing, certification) for transport vehicles (including systems, assemblies, equipment, and components of vehicles); inspection services and certification of technical safety and environmental protection for specialized vehicles, equipment, containers, and packaging equipment for hazardous goods used in transport; inspection services and certification of technical safety and environmental protection for vehicles and equipment for oil and gas exploration, exploitation, and transportation at sea; technical safety inspection services for machinery and equipment with strict occupational safety requirements installed on transport vehicles and vehicles and equipment for oil and gas exploration, exploitation, and transportation at sea; fishing vessel registration services.
21. Services for investigation, assessment and exploitation of natural forests (including logging and hunting, trapping of rare wild animals, management of gene pools of crops, livestock and microorganisms used in agriculture).
22. Researching and utilizing livestock genetic resources or producing and trading new livestock breeds and lines before they have been assessed, evaluated, approved, or recognized by the Ministry of Agriculture and Environment.
23. Business of travel services, excluding international travel services for international tourists visiting Vietnam.
B. SECTORS AND INDUSTRIES WITH CONDITIONAL MARKET ACCESS FOR FOREIGN INVESTORS
1. Production and distribution of cultural products, including video recordings.
2. Production, distribution, and screening of television programs and musical, theatrical, and cinematic works.
3. Providing radio and television broadcasting services.
4. Insurance; banking; securities trading and other services related to insurance, banking, and securities trading.
5. Postal and telecommunications services.
6. Advertising services.
7. Business of printing services (excluding printing of packaging without product labels) and business of publishing and distribution services.
8. Surveying and mapping services.
9. Aerial photography service.
10. Educational services.
11. Exploration, extraction and processing of natural resources, minerals, oil and gas.
12. Hydroelectric power, offshore wind power, and nuclear energy.
13. Transportation of goods and passengers by rail, air, road, river, sea, and pipeline.
14. Aquaculture.
15. Forestry and hunting.
16. Betting and casino business.
17. Security services.
18. Construction, operation and management of river ports, seaports and airports.
19. Real estate business.
20. Construction activities by foreign contractors.
21. Legal services.
22. Veterinary services.
23. Activities involving the buying and selling of goods and activities directly related to the buying and selling of goods by foreign service providers in Vietnam.
24. Technical inspection and analysis services.
25. Tourism services.
26. Health services and social services.
27. Sports and entertainment services.
28. Paper manufacturing.
29. Manufacturing of transport vehicles with more than 29 seats.
30. Developing and operating traditional markets.
31. Commodity Exchange Operations.
32. Domestic less-than-container load (LCL) cargo consolidation service.
33. Auditing, accounting, bookkeeping, and tax services.
34. Business valuation consulting services for equitization purposes.
35. Services related to agriculture, forestry, and fisheries.
36. Aircraft manufacturing and production.
37. Manufacturing and fabrication of railway locomotives and carriages.
38. Manufacturing and trading of tobacco products, tobacco raw materials, machinery, and equipment related to the tobacco industry.
39. Publishing house operations.
40. Shipbuilding and ship repair.
41. Waste collection services, environmental monitoring services.
42. Commercial arbitration services, arbitration mediation.
43. Logistics services business.
44. Coastal shipping.
45. Cultivating, producing, or processing rare crops; breeding rare wild animals; and processing or handling these animals or crops, including live animals and products derived from them.
46. Manufacture of building materials.
47. Construction and related engineering services.
48. Assembling a motorcycle.
49. Services related to sports, fine arts, performing arts, fashion shows, beauty and modeling contests, and other recreational activities.
50. Air transport support services; ground engineering services at airports; in-flight catering services; navigation and monitoring services; aviation meteorological services.
51. Ship agency services; ship towing services.
52. Services related to cultural heritage, copyright and related rights, photography, video recording, sound recording, art exhibitions, festivals, libraries, museums.
53. Services related to tourism promotion and marketing.
54. Representation services, recruitment and scheduling agency, and management for artists and athletes.
55. Services related to family.
56. Management and operation of intermediary e-commerce platforms, e-commerce social networks, and integrated e-commerce platforms.
57. Cemetery business, cemetery services and burial services.
58. Seed sowing and chemical spraying services using aircraft.
59. Maritime pilotage services.
60. Sectors and professions subject to investment under pilot mechanisms of the National Assembly, the Standing Committee of the National Assembly, the Government, and the Prime Minister.
61. Manufacturing and trading of weapons, explosives, and supporting tools.
62. Manufacturing military materials or equipment; trading in military uniforms and supplies for the armed forces, military weapons, equipment, technology, specialized military and police vehicles, components, parts, spare parts, supplies and specialized equipment, and specialized technology for manufacturing them.
APPENDIX II
LIST OF INDUSTRIES AND PROFESSIONS ELIGIBLE FOR INVESTMENT INCENTIVES
(Attached to Decree No. 96/2026/ND-CP dated June 31, 2026 of the Government)
A. SECTORS AND INDUSTRIES REQUIRING SPECIAL INVESTMENT INCENTIVES
I. HIGH TECHNOLOGY, STRATEGIC TECHNOLOGY, INFORMATION TECHNOLOGY, SUPPORTING INDUSTRIES, ENVIRONMENTAL INDUSTRIES
1. High-tech applications belonging to the List of High-Tech Technologies prioritized for investment and development as decided by the Prime Minister; strategic technology applications belonging to the List of Strategic Technologies as decided by the Prime Minister; and the production of strategic technology products belonging to the List of Strategic Technology Products as decided by the Prime Minister.
2. Production of products included in the List of High-Tech Products Encouraged for Development as decided by the Prime Minister.
3. Production of products included in the List of supporting industrial products prioritized for development as stipulated by the Government's regulations on the development of supporting industries.
4. Incubation of high-tech and strategic technologies; incubation of high-tech and strategic technology enterprises; venture capital investment for high-tech development; application, research, and development of high technology in accordance with the law on high technology; production of biotechnology products; training of high-tech human resources; provision of high-tech services; strategic technology enterprises; high-tech research and development centers; strategic technology research and development centers; high-tech and strategic technology incubation facilities; high-tech and strategic technology incubation facilities; high-tech and strategic technology enterprise incubation facilities.
5. Producing software products, manufacturing key digital technology products and providing digital technology services; producing cybersecurity products and providing cybersecurity services in accordance with the law on cybersecurity; producing products resulting from scientific and technological achievements as prescribed by the law on science and technology.
6. Production of renewable energy, new energy, clean energy, energy from waste disposal; development of hydrogen energy and green ammonia.
7. Production of composite materials, lightweight building materials, and rare earth materials.
8. Manufacturing products included in the list of key mechanical products as decided by the Prime Minister.
9. Production of key chemical industrial products in accordance with the law on chemicals.
10. Establishing an artificial intelligence data center; developing artificial intelligence systems; researching and developing, designing, manufacturing, packaging, and testing semiconductor chip products; constructing a dedicated data center for green finance.
11. Investment project for the construction and operation of infrastructure in a concentrated digital technology park.
12. Investment projects in the digital technology sector within concentrated digital technology zones.
13. Innovative startup projects in the digital technology industry.
14. Investment activities in the construction of digital technology industrial infrastructure.
15. Production of raw materials, equipment, machinery, and tools for the semiconductor industry, as listed in the Catalogue of raw materials, equipment, machinery, and tools for the semiconductor industry, is encouraged for investment in research and production.
16. Projects to develop industry clusters and value chains, attracting investment in modern management, with high added value, spillover effects, and connecting global production and supply chains.
II. AGRICULTURE
1. Planting, caring for, nurturing, protecting, and developing forests; developing production forests in barren lands and deforested hills; planting large timber forests and converting small timber plantations to large timber plantations; developing non-timber forest products; and restoring natural forests.
2. Cultivation, processing, and preservation of agricultural, forestry, and aquatic products; processing of non-timber forest products.
3. Production, propagation and breeding of plant varieties, animal breeds, forestry plant varieties, aquatic species, and development of high-tech forestry plant varieties.
4. Salt production, extraction, and refining.
5. Offshore fishing combined with the application of advanced fishing gear; fisheries logistics services; construction of fishing vessel shipbuilding facilities and fishing vessel construction.
6. Maritime rescue services.
7. Invest in research and production of biotechnology products for use in food.
8. Manufacture of wood products; manufacture of artificial boards, including: plywood, laminated boards, MDF boards.
III. ENVIRONMENTAL PROTECTION, INFRASTRUCTURE DEVELOPMENT
1. Centralized collection, treatment, recycling, and reuse of waste.
2. Construction and operation of infrastructure for industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, and functional zones within economic zones.
3. Investment in the development of water treatment plants, investment in the exploitation of water for domestic and industrial use, water supply and drainage systems; power plants; bridges and roads; investment in the development, operation, and management of railway infrastructure, railway transport business, railway industry, and railway human resource training; airports, seaports, inland waterway ports; airfields, railway stations, and other particularly important infrastructure projects as decided by the Prime Minister.
4. Develop public passenger transport in urban areas.
5. Investing in the construction, management, and operation of markets in rural areas.
6. Investing in the development, operation, and management of technical infrastructure facilities within industrial clusters.
IV. CULTURE, SOCIETY, SPORTS, HEALTH
1. Construction of social housing and resettlement housing.
2. Investing in the development of specialized and preventive healthcare; investing in businesses that implement hygiene and disease prevention measures.
3. Conduct scientific research on pharmaceutical technology and biotechnology for the production of new drugs, new veterinary drugs, vaccines, and biological products used in veterinary medicine.
4. Manufacturing of pharmaceutical raw materials and essential medicines, medicines for the prevention and control of social diseases, vaccines, medical biological products, herbal medicines, traditional medicines; medicines whose patents or related exclusive rights are about to expire; application of advanced technology and biotechnology to produce medicines for human use that meet international GMP standards; manufacturing of packaging that comes into direct contact with medicines.
5. Invest in Methadone production facilities.
6. Investing in and operating training centers for high-performance sports and training centers for people with disabilities; building sports facilities with equipment and means for training and competition that meet the requirements for organizing international tournaments; and professional sports training and competition facilities.
7. Investing in and operating centers for geriatrics, psychiatry, and treatment of patients affected by Agent Orange; centers for the care of the elderly, people with disabilities, orphans, and homeless children.
8. Investing in and operating social rehabilitation, education, and labor centers; tobacco addiction treatment centers; HIV/AIDS treatment centers; public drug addiction treatment centers; private drug addiction treatment centers; and community-based drug addiction counseling and support centers at the commune level.
9. Investing in and operating national-level museum services, ethnic cultural centers; ethnic song, dance, and music troupes; theaters, film studios, film production and processing facilities; art and photography exhibition halls; production, manufacturing, and repair of traditional musical instruments; maintenance and preservation of museums, ethnic cultural centers, and arts and culture schools; facilities and craft villages showcasing and developing traditional crafts; investing in and operating various forms of folk performing arts; investing in the National Library of Vietnam, provincial and centrally-administered city public libraries, and libraries playing important roles.
10. Invest in infrastructure to support the prevention and control of gender-based violence against sex workers in the community.
11. Research and development of technology, production or transfer of technology for the production of herbal medicines, traditional medicines from domestic medicinal sources, pharmaceutical substances, new drugs, original branded drugs, rare drugs, the first domestically produced generic drugs, high-tech drugs, vaccines, biological products; cultivation of medicinal plants in areas with difficult socio-economic conditions or areas with particularly difficult socio-economic conditions; research to conserve and develop valuable, rare, and endemic medicinal plant genetic resources in the country; creation of new varieties from medicinal plant genetic resources with high economic value, with investment projects for new establishment (including expansion of such new establishment projects) meeting the provisions of Clause 2, Article 8 of the Law on Pharmaceuticals.
V. OTHER PROJECTS
The project is included in the List of National Key Projects and Sectoral Projects approved by the Prime Minister.
B. SECTORS AND INDUSTRIES ELIGIBLE FOR INVESTMENT INCENTIVES
I. SCIENCE AND TECHNOLOGY, ELECTRONICS, MECHANICS, MATERIALS MANUFACTURING, INFORMATION TECHNOLOGY
1. Invest in research and development (R&D).
2. Production of steel billets from iron ore, high-grade steel, and alloys.
3. Production of coke and activated carbon.
4. Producing energy-efficient products.
5. Production of petrochemicals, pharmaceuticals, basic chemicals, and rubber.
6. Producing products with added value of 30% or more.
7. Manufacturing of automobiles, automobile parts, and shipbuilding.
8. Manufacture of electronic accessories, components, and sub-assemblies not listed in Category A of this Appendix.
9. Manufacture of machine tools, machinery, equipment, spare parts, machinery for agricultural, forestry, fishery, and salt production, food processing machinery, and irrigation equipment not included in Category A of this Appendix.
10. Production of substitute materials for asbestos.
11. Production of lightweight non-fired building materials (with a density less than 1.000 kg/m³).3).
12. Invest in utilizing waste heat from exhaust gases of construction material manufacturing facilities to generate electricity, thereby saving energy and protecting the environment.
13. Production of artificial crushed sand to replace natural sand.
14. Invest in processing and utilizing waste from thermal power plants, chemical fertilizer plants, and metallurgical plants for use as construction materials.
15. Invest in processing and utilizing household waste as fuel in the production of construction materials.
16. Investing in the production of equipment, materials, and spare parts for the cement, glass, tile, and refractory materials industries; investing in the production of building materials to replace those produced using outdated technology.
17. Producing environmentally friendly means of transportation.
18. Manufacturing and assembling diesel locomotives; freight cars with a payload of 30 tons or more; high-class passenger cars with a design speed of 100 km/hour; spare parts for locomotives and carriages in the railway sector.
19. Production and processing of minerals for use as building materials.
20. Production and business of products resulting from the scientific and technological achievements of science and technology enterprises.
21. Production of digital technology products.
22. Providing digital technology services.
23. Production of products belonging to the list of dual-use technologies as decided by the Prime Minister.
II. AGRICULTURE
1. Cultivating, growing, harvesting, and processing medicinal plants; protecting and conserving genetic resources and rare, endemic medicinal plant species.
2. Production and processing of animal feed and aquatic feed.
3. Scientific and technical services related to crop cultivation, animal husbandry, aquaculture, plant protection, and livestock.
4. Construction, renovation, and upgrading of: centralized industrial-scale slaughterhouses for livestock and poultry; facilities for preserving and processing livestock products; and facilities for auctioning livestock and livestock products.
5. Establish and develop concentrated raw material areas to serve the processing industry.
6. Fisheries exploitation.
7. Investing in the production of biological pesticides, organic fertilizers, and biofertilizers; conducting scientific research and technology transfer to develop biological pesticides, organic fertilizers, and biofertilizers.
8. Cultivating and processing agricultural, forestry, and aquatic products in the form of product chain linkages; cultivating and processing agricultural, forestry, and aquatic products in the form of organic agricultural production.
9. Production of handicrafts, rattan and bamboo products, ceramics, glass, textiles, yarn, embroidery, and basket weaving.
10. Scientific research and technological development in the field of agricultural science.
11. Maintaining original breeds of livestock, preserving the genetic resources of rare and valuable livestock breeds and native livestock breeds.
12. Production of raw materials for medicines and plant protection products, pesticides; prevention and treatment of diseases in animals and aquatic animals.
13. Production of veterinary drugs, raw materials for veterinary drugs, preservation of veterinary drugs; production of equipment and instruments used in veterinary medicine.
III. ENVIRONMENTAL PROTECTION, INFRASTRUCTURE DEVELOPMENT
1. Construction and development of industrial cluster infrastructure.
2. Construct apartment buildings for workers in industrial zones, export processing zones, high-tech zones, and economic zones; build student dormitories and housing for beneficiaries of social policies; invest in the construction of functional urban areas (including kindergards, schools, and hospitals) to serve workers.
3. Construct new, renovate, and upgrade wholesale markets.
4. Addressing oil spills, mitigating landslides, erosion of dikes, riverbanks, coastlines, dams, reservoirs, and other environmental incidents; applying technologies to reduce greenhouse gas emissions and ozone layer depletion.
5. Investing in and operating trade fair and exhibition centers, logistics centers, inland ports, warehouses, supermarkets, and shopping malls.
6. Manufacturing and supplying environmental monitoring equipment, on-site wastewater treatment equipment, and environmentally friendly products and services certified with the Vietnam Eco-label in accordance with the law on environmental protection.
7. Manufacturing of environmental industrial equipment and products included in the List of technologies, equipment and products for the environmental industry sector decided by the Prime Minister.
8. Invest in and operate technology incubation centers and science and technology enterprises in accordance with the law on technology.
9. Investing in and operating innovation centers and research and development centers.
10. Centralized domestic wastewater treatment plants with a design capacity of 2.500 m³ or more.3/day (24 hours) or more for urban areas of type IV and above.
11. Centralized collection, transportation, and treatment of ordinary solid waste.
12. Treatment of hazardous waste, co-treatment of hazardous waste.
13. Addressing and rehabilitating polluted environmental areas in public spaces.
14. Responding to and handling oil spills, chemical spills, and other environmental incidents.
15. Develop technical infrastructure for environmental protection in industrial zones, industrial clusters, and craft villages.
16. Relocate or transform the operations of facilities causing serious environmental pollution.
17. Environmental monitoring.
18. Invest in the construction of cemeteries, crematoriums, and electric crematoriums.
19. Environmental damage assessment; environmental health assessment; environmental assessment of imported goods, scrap materials, machinery, equipment, and technology.
20. The production and application of environmentally friendly inventions are protected by the State in the form of granting Patent Certificates or Utility Model Certificates.
21. Production of environmentally friendly products awarded the Vietnam Green Label by the Ministry of Agriculture and Environment; products from the recycling and treatment of solid waste by waste treatment facilities (household, industrial, and hazardous waste).
22. Production of gasoline, diesel fuel and biofuels certified as compliant; biochar; energy from wind, solar, tidal, geothermal and other forms of renewable energy.
23. Manufacturing and importing specialized machinery, equipment, and vehicles used directly in the collection, transportation, and treatment of waste; automatic and continuous wastewater and exhaust gas monitoring equipment; environmental measurement, sampling, and analysis equipment; renewable energy production; environmental pollution control; and environmental incident response and handling.
24. Production, business, and service activities of environmentally friendly establishments are certified with an eco-label by the Ministry of Agriculture and Environment.
25. Manufacturing products, equipment, and technologies that use water efficiently.
IV. EDUCATION, CULTURE, SOCIETY, SPORTS, HEALTHCARE
1. Investing in the business of educational infrastructure; investing in the establishment of private and independent educational institutions at all levels of education and training: preschool education, general education, vocational education, and higher education.
2. Manufacturing medical equipment, constructing pharmaceutical storage facilities, and stockpiling medicines for people to prepare for natural disasters, catastrophes, and dangerous epidemics.
3. Invest in facilities for biological testing and bioavailability assessment of drugs; pharmaceutical facilities that meet good practice standards in the production, storage, testing, and clinical trials of drugs.
4. Invest in research to prove the scientific basis of traditional Chinese medicine and herbal remedies, and establish standards for testing traditional Chinese medicine and herbal remedies.
5. Investing in and operating fitness centers, training facilities, sports clubs, stadiums, swimming pools; manufacturing, fabrication, and repair facilities for fitness equipment and training vehicles.
6. Investing in and operating public libraries at the commune level, specialized libraries, university libraries, libraries belonging to educational institutions, community libraries, and private libraries that serve the community and promote reading culture for lifelong learning.
7. Invest in the development of vocational education quality assurance organizations and the production of vocational education equipment.
8. Training human resources in the fields of science, technology, innovation, and national digital transformation.
V. OTHER INDUSTRIES AND PROFESSIONS
1. Operations of People's Credit Funds and Microfinance Institutions.
2. Activities related to publishing electronic publications.
3. Investing in business distribution chains for small and medium-sized enterprises (SMEs); investing in business incubators for SMEs; investing in business in technical support facilities for SMEs; investing in business in co-working spaces for innovative start-up SMEs in accordance with the law on supporting SMEs.
4. Investing in innovative startups.