Decree 19/2025/ND-CP detailing the Law on Investment regarding special investment procedures

DECREE

Detailing the Law on Investment regarding special investment procedures^[1]

Pursuant to the June 19, 2015 Law on Organization of the Government; and the November 22, 2019 Law Amending and Supplementing a Number of Articles of the Law on Organization of the Government and the Law on Organization of Local Administration;

Pursuant to the June 17, 2020 Law on Investment; and the November 29, 2024 Law Amending and Supplementing a Number of Articles of the Planning Law, Investment Law, Law on Investment in the Form of Public-Private Partnership and Bidding Law;

At the proposal of the Minister of Planning and Investment;

The Government promulgates the Decree detailing the Law on Investment regarding special investment procedures.

Chapter I

GENERAL PROVISIONS

Articles 1. Scope of regulation and subjects of application

1. Scope of regulation

a/ This Decree stipulates in detail special investment procedures specified in Article 36a of the Investment Law, which is amended and supplemented under Clause 8, Article 2 of Law No. 57/2024/QH15 Amending and Supplementing a Number of Articles of the Planning Law, Investment Law, Law on Investment in the Form of Public-Private Partnership and Bidding Law;

b/ The contents related to investment activities which are not specified in Article 36a of the Investment Law and this Decree must comply with the Investment Law, Decree No. 31/2021/ND-CP and guiding documents.

2. Subjects of application

This Decree applies to investors, competent state agencies, and organizations and individuals involved in special investment procedures.

3. Application of this Decree and related regulations

In case there remains divergence between this Decree and the Government’s other regulations issued before January 15, 2025, on the same issues, Article 36a of the Investment Law and this Decree shall prevail.

Article 2. Sectors eligible for application of special investment procedures

1. The sectors eligible for special investment procedures are specified in Article 36a of the Investment Law. The operation objectives of projects eligible for application of special investment procedures under this Decree must fall into the sectors specified in this Clause.

2. Investment projects in hi-tech parks must adhere to the principles and meet the criteria on projects involving hi-tech activities in accordance with the Law on High Technologies and the Government’s regulations on hi-tech parks.

Chapter II

PROCEDURES FOR GRANT AND MODIFICATION OF INVESTMENT REGISTRATION CERTIFICATES

Article 3. Procedures for registration for grant of investment registration certificates

1. A dossier of application for an investment registration certificate must comply with Clause 2, Article 36a of the Investment Law and Clause 2 of this Article.

2. An investor’s commitment in a proposal for implementation of an investment project must include the following contents:

a/ Relevant conditions, standards and technical regulations as prescribed by the laws on construction, environmental protection, and fire prevention and fighting;

b/ Preliminary assessment of the project’s conformity with the conditions, standards and technical regulations specified at Point a of this Clause;

c/ Commitments to meeting the conditions, standards and technical regulations specified in Point a of this Clause, refraining from performing prohibited acts in accordance with the laws on construction, environmental protection, and fire prevention and fighting, and taking full responsibility in case of failure to fulfill the commitments.

3. An investor shall submit 1 set of dossier of application for an investment registration certificate under Clause 1 of this Article to the management board of the industrial park, export processing zone, hi-tech park, or economic zone (below referred to as the Management Board). The Management Board shall review, evaluate, and grant an investment registration certificate as specified in Clause 4, Article 36a of the Investment Law. The investment registration certificate, enclosed with the investor’s commitment, shall be sent simultaneously to competent state management agencies in charge of construction order management, environmental protection, and fire prevention and fighting in the locality.

4. The assessment of the project’s conformity with relevant master plans specified at Point b, Clause 3, Article 36a of the Investment Law shall be carried out as follows:

a/ To assess the project’s conformity with the zoning master plan of the industrial park, export processing zone, hi-tech park, concentrated information technology zone, or free trade zone. In case the project is proposed to be implemented in an area which is not subject to formulation of a zoning master plan or for which the zoning master plan has to be adjusted but has not been approved by a competent authority, to assess the investment project’s conformity with the approved general master plan of the city, town, township, new urban area, district or commune, except the case specified at Point c of this Clause;

b/ In case the project is proposed to be implemented in a functional area of an economic zone, to assess the project’s conformity with the approved general master plan of the economic zone or the general master plan of the city or town, except the case specified at Point c of this Clause;

c/ In case the project is proposed to be implemented in an industrial park, export processing zone, hi-tech park, concentrated information technology zone, free trade zone or functional area of an economic zone included in the valid zoning master plan in accordance with the Law on Urban and Rural Planning, to assess the project’s conformity with the zoning master plan.

5. For projects that request the State to lease land or permit land repurposing, it is required to assess the projects’ capacity to meet the conditions for land lease and land repurposing in accordance with the land law; and the suitability of land use demands with the objectives, scale, investment capital, location, and implementation progress.

6. The contents of the investment registration certificate must comply with Article 40 of the Investment Law, including the investor’s commitments.

7. Economic organizations established by foreign investors under Clause 5, Article 36a of the Investment Law shall register their business investment sectors in accordance with Clause 1, Article 36a of the Investment Law and may only adjust the contents of their enterprise registration to add new business investment sectors after being granted an investment registration certificate under Clause 3 of this Article.

Article 4. Procedures for performance of security for investment project implementation

The security for implementation of investment projects must comply with the regulations applicable to each type of project as well as the requirements and conditions specified in Article 43 of the Law on Investment, Articles 25 and 26 of Decree No. 31/2021/ND-CP, and the following provisions:

1. An investor shall make a deposit or submit a guarantee commitment issued by a credit institution regarding its/his/her deposit obligation after being granted the investment registration certificate and before implementing the compensation, support, and resettlement plan approved by a competent authority (in case the investor has not made an advance payment for the compensation, support, and resettlement) or before the issuance of the land lease decision or the decision approving land repurposing (in case the investor has made an advance payment for the compensation, support, and resettlement) or within 30 days after the issuance of the investment registration certificate (in case the State has completed compensation, support, resettlement, and land recovery for the land area where the project is to be implemented).

2. Refund of the obligation to secure project implementation

a/ To refund 50% of the deposit amount or reduce by 50% the guarantee amount for the deposit obligation at the time the investor submits to the Management Board a notice of construction commencement, enclosed with the documents specified in Clause 8, Article 36a of the Law on Investment;

b/ To refund the remaining deposit amount and interest amount (if any) on such deposit amount, or invalidate the deposit obligation guarantee at the time the investor submits the acceptance testing minutes to the Management Board for putting the construction work into operation.

Article 5. Adjustment of investment projects

1. The adjustment of a project’s operation objectives must comply with Article 3 of this Decree. The dossier of request for adjustment must comprise:

a/ A written request for project adjustment, including a commitment to complying with the applicable conditions, standards, and technical regulations as prescribed in the laws on construction, environmental protection, and fire prevention and fighting;

b/ An explanatory report or documents related to the adjustment of the project’s operation objectives;

c/ A report on the implementation of the investment project by the time of adjustment.

2. The adjustment of investment projects in the cases other than those specified in Clause 1 of this Article must comply with the Law on Investment and Decree No. 31/2021/ND-CP of March 26, 2021, detailing and guiding the implementation of a number of articles of the Law on Investment, in which the dossier of request for adjustment must include a commitment to complying with the applicable conditions, standards, and technical regulations as prescribed in the laws on construction, environmental protection, and fire prevention and fighting.

3. The post-adjustment objectives of the investment project must fall within the sectors specified in Clause 1, Article 36a of the Law on Investment.

Article 6. Notification of construction commencement

1. For an investment project with a construction component, no later than 30 days prior to the commencement of construction, the investor shall notify the construction commencement to the local state agency in charge of construction order management and the Management Board according to Clause 8, Article 36a of the Law on Investment.

2. The techno-economic report on construction investment specified at Point a, Clause 8, Article 36a of the Law on Investment shall be prepared for the entire investment project or for each component project or project implementation phase, in case the project is divided into phases, but must be consistent with the investment registration certificate granted by the competent agency. The techno-economic report of a component project or project phase must include all details of the project’s techno-economic report as prescribed by the construction law, ensuring the overall synchrony of the project.

Article 7. Implementation of investment projects

1. An investor shall implement a project according to the investment registration certificate and the commitments on construction, environmental protection, and fire prevention and fighting, and take responsibility for failure to comply with such commitments.

In case the project fails to meet the conditions, standards or technical regulations as committed, the competent state agency shall consider imposing administrative sanctions, suspending, terminating the project’s operation, or applying other handling measures in accordance with law.

2. For an investment project subject to environmental impact assessment as prescribed by the Law on Environmental Protection, when carrying out investment registration under Article 36a of the Law on Investment, the investor is not required to formulate an environmental impact assessment report. In case the project is subject to environmental licensing, the investor shall:

a/ Carry out the procedures to apply for an environmental license before construction commencement with the state agency competent to approve the environmental impact assessment report appraisal results as in the case the project is subject to formulation of environmental impact assessment reports in accordance with the law on environmental protection;

b/ Carry out the procedures  to apply for an environmental license in accordance with the relevant legal provisions on environmental protection in case the project is not subject to environmental impact assessment.

3. For projects subject to environmental registration, investors shall carry out environmental registration under Point b, Clause 6, Article 49 of the Law on Environmental Protection.

4. Monitoring and evaluation of investment projects

a/ Investors shall organize monitoring and evaluation of their investment projects; the Management Boards,  state management agencies in charge of investment, and specialized state management agencies shall monitor and evaluate investment projects within the ambit of their functions, tasks and powers;

b/ The monitoring and evaluation of investment projects specified at Point a of this Clause must comply with the Law on Investment and other relevant laws.

5. The Management Boards shall perform their tasks and exercise their powers as prescribed by law and shall:

a/ Notify in writing investors of any arising issues prior to the commencement and during the implementation of the investment projects;

b/ Handle issues arising during the implementation of the investment projects according to their competence or notify thereof to competent state agencies for timely handling;

c/ Coordinate with competent state agencies or carry out, as authorized, the inspection, monitoring and evaluation of the investors’ commitments on construction, environmental protection, technology transfer, and fire prevention and fighting in accordance with law.

Chapter III

IMPLEMENTATION PROVISIONS

Article 8. To amend and supplement a number of articles of the Government’s Decree No. 31/2021/ND-CP of March 26, 2021, detailing a number of articles of the Law on Investment

1. To add Points d and dd below Point c, Clause 7, Article 31 as follows:

“d/ The master plan specified at Point a, Clause 3, Article 33 of the Law on Investment is identified as the master plan related to the operation objectives and proposal contents of investment projects;

dd/ The assessment of an investment project’s conformity with the national, regional, and provincial master plan shall be carried out as follows:

To assess the project’s conformity with the objectives, development orientations, and spatial organization of socio-economic activities according to the contents and requirements of the relevant master plan.”.

2. To add the following paragraph at the end of Point a, Clause 4, Article 33:

For an investment project involving the construction and commercial operation of infrastructure of an industrial park or export processing zone, the investor or competent state agency shall submit the dossier to the Management Board of the industrial park, export processing zone, hi-tech park, or economic zone, or to the provincial-level Department of Planning and Investment in case the Management Board has not yet been established.

3. To add the following paragraph at the end of Clause 1, Article 45:

For an investment project involving the construction and commercial operation of infrastructure of an industrial park or export processing zone, the investor shall submit the dossier to the Management Board of the industrial park, export processing zone, hi-tech park, or economic zone, or to the provincial-level Department of Planning and Investment in case the Management Board has not yet been established.

Article 9. Transitional provisions

1. Cases in which the Management Board has received a valid dossier of an investment project in any of the sectors specified in Clause 1, Article 36a of the Law on Investment before January 15, 2025, but the investor has not yet been informed of the dossier-processing results, shall be handled as follows:

a/ The dossier shall continue to be processed under the Law on Investment and Decree No. 31/2021/ND-CP of March 26, 2021, detailing and guiding a number of articles of the Law on Investment;

b/ In case of proposing the application of the special investment procedures, the investor shall additionally submit the commitments specified in Clause 2, Article 3 of this Decree for the Management Board to evaluate and grant an investment registration certificate under Article 3 of this Decree;

c/ In case the dossier is being processed under Clause 7, Article 29 of Decree No. 31/2021/ND-CP, it shall continue to be processed under Decree No. 31/2021/ND-CP.

In case the investor’s proposal for the application of the special investment procedures is approved, the investor shall additionally submit the commitments and relevant documents specified in Clause 2, Article 3 of this Decree so as to be granted an investment registration certificate under Article 3 of this Decree.

2. The grant or renewal of an investment registration certificate specified at Point c, Clause 2, Article 6 of Law No. 57/2024/QH14 shall be carried out in case the investor chooses to apply the special investment procedures to the entire investment project.

In case the special investment procedures are applied only to part or a phase of the investment project, the investor shall carry out the procedures to adjust the project under Article 5 of this Decree. The modified investment registration certificate must state the contents of the adjusted investment project.

3. Projects of which environmental impact assessment reports and detailed master plans had been approved, and for which construction permits and other written approvals, acceptance letters or permits related to construction and fire prevention and fighting had been granted before the effective date of Law No. 57/2024/QH14, shall continue to be implemented under the granted documents or permits.

Article 10. Implementation provisions

1. This Decree takes effect on the date of its signing.

2. Ministers, heads of ministerial-level agencies, heads of government-attached agencies, and chairpersons of provincial-level People’s Committees shall, within the ambit of their functions and tasks, guide and implement this Decree.-

On behalf of the Government
For the Prime Minister
Deputy Prime Minister
NGUYEN HOA BINH