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

DECREE

Detailing the Law on Investment regarding special investment procedures

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

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

At the proposal of the Minister of Planning and Investment;

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

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation and subjects of application

1. Scope of regulation

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

b) Contents concerning investment activities other than those specified in Article 36a of the Law on Investment and this Decree shall comply with the Law on Investment, 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 relevant provisions

If there are any different provisions on the same matters between this Decree and other regulations issued by the Government before January 15, 2025, the provisions of Article 36a the Law on Investment and this Decree shall prevail.

Article 2. Sectors of applying special investment procedures

1. Sectors of applying special investment procedures shall comply with Clause 1 Article 36 of the Law on Investment The operational objectives of investment projects applying special investment procedures under this Decree must be in the sectors prescribed in this Clause.

2. Projects invested in hi-tech parks must meet rules and criteria set out for projects for implementing high technology activities under 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. An application dossier for grant of an investment registration certificate shall comply with Clause 2 Article 36a of the Law on Investment and Clause 2 of this Article.

2. The investor's commitment in the written request for implement an investment project must contain the following information:

a) Relevant conditions, technical regulations and standards as specified in the law on construction, environmental protection, fire prevention and fighting;

b) Preliminary assessment of the project's compliance with the conditions, standards and technical regulations specified at Point a of this Clause;

c) Commitments to satisfy conditions, technical regulations and standards specified at Point a of this Clause, not to perform prohibited acts under the law on construction, environmental protection, fire prevention and fighting, and take full responsibility for the failure to properly follow such commitments.

3. The investor shall submit one set of the application dossier for grant of an investment registration certificate specified in Clause 1 of this Article to the Management Board of the industrial park, export processing zone, hi-tech park, or economic zone (hereinafter referred to as the Management Board). The Management Board shall review, assess and grant an investment registration certificate in accordance with Clause 4 Article 36a of the Law on Investment. The investment registration certificate enclosed with the investor's commitments shall be concurrently sent to the competent state agency in charge of construction order management, environmental protection, fire prevention and fighting in the locality.

4. The project's compliance with the master plan specified at Point b Clause 3 Article 36a of the Law on Investment shall be assessed as follows:

a) Assessment of the project's compliance with the zoning master plans of the industrial parks, export processing zones, hi-tech parks, centralized information technology zones and free trade zones. In case where the project proposed in the area is not subject to zoning master plan preparation, or the zoning master plan is subject to modification and has not yet been approved by the competent authority, the assessment of the project's compliance with the approved general master plan of the city; town; new urban area; district or commune shall be carried out, except for the cases specified at Point c of this Clause;

b) In case where the project is proposed to be implemented in the functional zone within the economic zone, the assessment of the project's compliance with the approved general master plan of the economic zone or general master plan of the city or town shall be carried out, except for the cases specified at Point c of this Clause;

c) For industrial parks, export processing zones, hi-tech parks, centralized information technology zones, free trade zones and functional zones within economic zones with zoning master plans effective under the Law on Urban and Rural Planning, the assessment of the project's compliance with the zoning master plans shall be carried out.

5. For projects proposing the land lease or permission for land use change by the State, the assessment of the ability to meet the conditions for land lease or land use change under the land law; the conformity between the land use demand with the objectives, scale, investment capital, location and implementation schedule of the project.

6. Contents of the investment registration certificate shall comply with Article 40 of the Law on Investment, including the investor’s commitments.

7. Economic institutions established by foreign investors under Clause 5 Article 36a of the Law on Investment must have their business investment sectors and trades registered in accordance with Clause 1 Article 36a of the Law on Investment, and shall only have their enterprise registration contents modified to add other business investment sectors and trades after obtaining investment registration certificates under Clause 3 of this Article.

Article 4. Procedures for security for implementation of investment projects

The security for implementation of investment projects shall comply with specific cases and requirements, 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. The investor shall make deposits or submit a credit institution’s guarantee commitment for the deposit obligation after being granted the investment registration certificate and prior to the implementation of the approved compensation, support, and resettlement plan by the competent authority (in cases where the investor does not advance the compensation, support, and resettlement funds); or before the issuance of the decision on land lease or land use change approval (in cases where the investor has advanced the compensation, support, and resettlement funds); or within 30 days from the date of issuance of the investment registration certificate (in cases where the project land has been subject to compensation, support, resettlement, and land recovery by the State).

2. Return of the project implementation security obligation

a) Refund of 50% of the deposit amount or reduction of 50% of the deposit guarantee amount at the time the investor submits a commencement notification to the Management Board, accompanied by the documents stipulated in Clause 8 Article 36a of the Law on Investment;

b) Refund of the remaining deposit amount and any accrued interest from the deposits (if applicable) or termination of the deposit guarantee obligation at the time the investor submits the completion acceptance record of the construction work to the Management Board for operation.

Article 5. Adjustment of investment projects

1. The adjustment of operational objectives of investment projects shall comply with corresponding provisions of Clause 3 of this Article. A dossier for adjustment of a project must comprise:

a) A written request for investment project adjustment, including commitments to meet conditions, technical regulations and standards as prescribed by the law on construction, environmental protection, fire prevention and fighting;

b) Explanation or provision of documents relating to the adjustment of operational objectives of the project;

c) A report on the project’s implementation up to the time of adjustment.

2. The adjustment of investment projects in cases other than those specified in Clause 1 of this Article shall comply with corresponding provisions of the Law on Investment and the Government’s Decree No. 31/2021/ND-CP dated March 26, 2021, detailing and guiding the implementation of a number of articles of the Law on Investment, in which, the adjustment dossier must comprise the commitments to meet conditions, technical regulations and standards as prescribed by the law on construction, environmental protection, fire prevention and fighting.

3. The adjusted investment project’s objectives must belong to the sectors specified in Clause 1 Article 36a of the Law on Investment.

Article 6. Commencement notification

1. For investment projects with construction components, no later than 30 days prior to the commencement of construction, the investor shall be responsible for notifying the competent state agency in charge of local construction order management and the Management Board, in accordance with Clause 8 Article 36a of the Law on Investment.

2. The technical and 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 implementation phase in the case of investment phasing. However, it must be consistent with the Investment registration certificate issued by the competent agency. The technical and economic report on construction investment for a component project or implementation phase must include the required contents of a technical and economic report as prescribed by the law on construction, ensuring the overall synchronization of the entire project.

Article 7. Implementation of investment projects

1. The investor shall implement the project in accordance with the investment registration certificate, commitments in terms of construction, environmental protection, fire prevention and fighting, and shall take responsibility for the failure to follow its/his/her commitments.

In case where the project fails to meet the committed conditions, technical regulations and standards, the competent state agency shall consider and handle administrative violations, suspend, or terminate operations, or take other handling forms as prescribed by the law.

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

a) Carry out procedures for grant of an environmental license prior to the construction commencement at the state agency competent to approve the appraisal results of the environmental impact assessment report in case where the project requires the preparation of the environmental impact assessment report in accordance with the law on environmental protection;

b) The order and procedures for grant of an environmental license shall comply with the law on environmental protection applicable to the investment projects not subject to environmental impact assessment.

3. For projects subject to environmental registration, the investors shall make environmental registration in accordance with Point b Clause 6 article 49 of the Law on Environmental Protection.

4. Monitoring and evaluation of investment projects

a) The investor shall conduct self- supervision and assessment of the investment project; the Management Board, state management agency and specialized state management agency shall supervise and assess the investment project within their ambit of functions, tasks and powers;

b) The supervision and assessment of an investment project specified at Point a of this Clause shall comply with the law on investment and relevant laws.

5. The Management Board shall perform its tasks and powers as prescribed by law, and shall:

a) Notify in writing to the investor issues arising before the commencement and during the implementation of the investment project;

b) Settle under the competence, or notify the competent state agency for timely handling issues arising in the implementation of the investment project;

c) Coordinate with competent state agencies, or conduct the authorized inspection, supervision and assessment of the investors’ commitments in terms of construction, environmental protection, technology transfer, fire prevention and fighting as prescribed by law.

Chapter III

IMPLEMENTATION PROVISIONS

Article 8. Amending and supplementing a number of articles of the Government’s Decree No. 31/2021/ND-CP dated March 26, 2021, detailing and guiding the implementation of a number of articles of the Law on Investment

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

“d) Master plans specified at Point a Clause 3 Article 33 of the Law on Investment are determined as master plans concerning to the operational objectives and proposed contents of the investment projects;

dd) Assessment of the investment projects’ compliance with national master plans, sectoral master plans and provincial master plans shall be carried out as follows:

Assessment of the projects’ compliance with development orientations, objectives, arrangements and spatial distributions of economic and technical activities according to the master plans’ contents and requirements.”.

2. To add to the end of Point a Clause 4 Article 33 the following content:

For investment projects on building and commercial operation of infrastructure of industrial parks or export processing zones, investors or competent state agencies shall submit dossiers to the Management Boards of industrial parks, export processing zones, hi-tech park, and economic zones, or provincial-level Departments of Planning and Investment, in case where such Management Boards have not yet been established.

3. To add to the end of Clause 1 Article 45 the following content:

For investment projects on building and commercial operation of infrastructure of industrial parks or export processing zones, investors or competent state agencies shall submit dossiers to the Management Boards of industrial parks, export processing zones, hi-tech park, and economic zones, or provincial-level Departments of Planning and Investment, in case where such Management Boards have not yet been established.

Article 9. Transitional provisions

1. For valid dossiers of investment projects in sectors specified in Clause 1 Article 36a of the Law on Investment which have been received by the Management Boards before January 15, 2025, but their results have not yet been returned:

a) They shall continue to be processed in accordance with the Law on Investment and Decree No. 31/2021/ND-CP dated March 26, 2021, detailing and guiding the implementation of a number of articles of the Law on Investment;

b) In case where the proposed investors select to apply special investment procedures, the investors shall submit additional commitments under Clause 2 Article 3 of this Decree for the Management Boards to assess and grant investment registration certificates under Article 3 of this Decree;

c) For dossiers undergone processing under Clause 7 Article 29 of Decree No. 31/2021/ND-CP, they shall continue to comply with Decree No. 31/2021/ND-CP.

c) In case where the approved investors propose to select to apply special investment procedures, the investors shall submit additional commitments and relevant documents under Clause 2 Article 3 of this Decree for the grant investment registration certificates under Article 3 of this Decree.

2. The grant or renewal of investment registration certificates under Point c Clause 2 Article 6 of the Law No. 57/2024/QH14 shall be carried out in case where the investors select to apply special investment procedures for the entire investment projects.

In case of applying special investment procedures for a part or a phase of the investment project, the investor shall carry out procedures for adjustment of the project in accordance with the corresponding provisions of Article 5 of this Decree. The modified investment registration certificate must specify the adjustments of the investment project.

3. For projects of which the environmental impact assessment reports and detailed master plans have been approved, the construction permits have been granted, and the written approvals and permits concerning to construction, fire prevention and fighting have been issued before the effective date of the Law No. 57/2024/QH14, they shall continue to comply with the issued documents or granted permits.

Article 10. Effect

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

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