Decree 324/2026/ND-CP amend Decree 51/2015/ND-CP on issuance of legal opinions

DECREE

Amending and supplementing a number of articles of the Government’s Decree No. 51/2015/ND-CP dated May 26, 2015, on issuance of legal opinions

Pursuant to the Law on Organization of the Government No. 63/2025/QH15;

Pursuant to the Law on Public Debt Management No. 20/2017/QH14, which was amended and supplemented by Law No. 90/2025/QH15 and Law No. 141/2025/QH15;

At the request of Minister of Justice;

The Government promulgates the Decree amending and supplementing a number of articles of the Government’s Decree No. 51/2015/ND-CP dated May 26, 2015, on issuance of legal opinions.

Article 1. Amending and supplementing a number of articles of the Government’s Decree No. 51/2015/ND-CP dated May 26, 2015, on issuance of legal opinions

1. Adding Clause 4 after Clause 3 Article 2 as follows:

“4. Agencies and organizations related to the issuance of legal opinions (related agencies and organizations) include:

a) The managing agencies of programs, projects and non-project activities funded by official development assistance (ODA) or foreign concessional loans in accordance with the law regulations on the management and use of ODA and foreign concessional loans, in case of issuance of legal opinions for the subjects specified in Clause 1 or Clause 2 Article 5 of this Decree;

b) The agency granting Government guarantees, in case of issuance of legal opinions for the subjects specified in Clause 3 Article 5 of this Decree.”.

2. Adding Clause 4 after Clause 3 Article 3 as follows:

“4. A legal opinion shall be issued on the basis of the following assumptions:

a) The document under consideration for issuance of a legal opinion has been negotiated, signed, ratified, approved and promulgated by the foreign contracting party in accordance with its regulations;

b) All documents and materials related to the document under consideration for issuance of a legal opinion have been signed and promulgated by the related parties in accordance with regulations, and form and contents of the copies conform to those of the originals;

c) The information and materials provided to the Ministry of Justice for issuance of a legal opinion are complete, accurate and truthful;

d) Other specific assumptions stated in the legal opinion.”.

3. To amend and supplement Article 5 as follows:

“Article 5. Subjects eligible for issuance of legal opinions

The Ministry of Justice shall consider issuing legal opinions on:

1. Treaties on ODA and foreign concessional loans.

2. Agreements on ODA loans and foreign concessional loans entered into in the name of the Government.

3. Letters of Government guarantee for Government-guaranteed foreign loans or letters of Government guarantee for Government-guaranteed international bond issuances.

4. Agreements on issuance of the Government’s international bonds.

5. Other special cases as assigned by the Government or the Prime Minister.”.

4. To amend and supplement Article 6 as follows:

“Article 6. Agencies and organizations entitled to request issuance of legal opinions

1. The state agencies assuming the prime responsibility for negotiating and signing treaties on ODA and foreign concessional loans or agreements on ODA loans and foreign concessional loans in the name of the Government.

2. The guaranteed organization, in respect of a letter of Government guarantee for a Government-guaranteed foreign loan or a letter of Government guarantee for a Government-guaranteed international bond issuance.

3. The agencies organizing the issuance of the Government’s international bonds.”.

5. To amend and supplement Article 8 as follows:

“Article 8. Refusal to issue legal opinions

The Ministry of Justice shall refuse to issue legal opinions in the following cases:

1. The dossier of request for issuance of a legal opinion fails to satisfy the conditions for issuance specified in Article 7 of this Decree.

2. The dossier of request for issuance of a legal opinion does not contain sufficient information and documents specified in Article 12 of this Decree and the supplementation, revision or clarification under Clause 2 Article 13 or Article 14 of this Decree is not carried out.

3. The dossier sent by a related agency or organization as specified in Article 12a of this Decree does not contain sufficient information and documents or fails to satisfy the conditions required in Article 19a of this Decree.

4. The foreign party requests the inclusion in the legal opinion of contents that violate the principles for issuance of legal opinions specified in Clause 1 and Clause 3 Article 3 of this Decree.

5. For the cases specified in Clauses 1, 2, 3 and 4 of this Article, within 05 working days from the date of receipt of the dossier, the Ministry of Justice shall notify in writing the agency or organization requesting issuance of a legal opinion of its refusal to issue the legal opinion and clearly state the reason for such refusal.”.

6. To amend and supplement Article 11 as follows:

“Article 11. Requesting issuance of legal opinions

After the document under consideration for issuance of a legal opinion has been signed, approved or ratified, the agency or organization shall send 01 dossier of request for issuance of a legal opinion specified in Article 12 of this Decree to the Ministry of Justice. The dossier shall be in electronic or paper form. In case the dossier of request for issuance of a legal opinion contains contents classified as state secrets, the information system does not support the sending and receipt of electronic dossiers, or the information system encounters an incident, the dossier shall be sent in paper form.”.

7. To amend and supplement Article 12 as follows:

“Article 12. Dossiers of request for issuance of legal opinions

1. A dossier of request for issuance of a legal opinion on a treaty on ODA or foreign concessional loans shall comprise:

a) An official letter requesting the Ministry of Justice to issue a legal opinion;

b) The signed treaty;

c) The document on approval of the policy on negotiation and signing of the treaty on ODA or foreign concessional loans;

d) The document on authorization of the negotiation and signing of the treaty (if any);

dd) The Government’s approval of a Government-level treaty or the ratification by the President or the National Assembly of a State-level or Government-level treaty (if any);

e) The assessment opinion of the agency or organization requesting issuance of a legal opinion on the lawfulness of the documents under consideration for issuance of the legal opinion;

g) The assessment opinion of the related agency or organization on the legality of the documents under consideration for issuance of the legal opinion and other documents specified in Clause 1 Article 12a of this Decree. In case the agency or organization requesting issuance of a legal opinion is the managing agency of a program, project or non-project activity using ODA or foreign concessional loans, the dossier shall not include the assessment opinion of the related agency or organization on the legality of the documents under consideration for issuance of the legal opinion;

h) Vietnamese translations of the above-mentioned documents where such documents are made in a foreign language.

2. A dossier of request for issuance of a legal opinion on an agreement on an ODA loan or foreign concessional loan entered into in the name of the Government shall comprise:

a) An official letter requesting the Ministry of Justice to issue a legal opinion;

b) Agreements on ODA loans and foreign concessional loans already entered into in the name of the Government;

c) The Prime Minister’s approval of the signing of the agreement on an ODA loan or foreign concessional loan in the name of the Government;

d) The assessment opinion of the agency or organization requesting issuance of a legal opinion on the lawfulness of the documents under consideration for issuance of the legal opinion;

dd) The assessment opinion of the related agency or organization on the legality of the documents under consideration for issuance of the legal opinion and other documents specified in Clause 1 Article 12a of this Decree. In case the agency or organization requesting issuance of a legal opinion is the managing agency of a program, project or non-project activity using ODA or foreign concessional loans, the dossier shall not include the assessment opinion of the related agency or organization on the legality of the documents under consideration for issuance of the legal opinion;

e) Vietnamese translations of the above-mentioned documents where such documents are made in a foreign language.

3. A dossier of request for issuance of a legal opinion on a letter of Government guarantee for a Government-guaranteed foreign loan or a letter of Government guarantee for a Government-guaranteed international bond issuance shall comprise:

a) An official letter requesting the Ministry of Justice to issue a legal opinion;

b) The assessment opinion of the agency or organization requesting issuance of a legal opinion on the lawfulness of the documents under consideration for issuance of the legal opinion;

c) The letter of Government guarantee;

d) The Prime Minister’s written approval of the policy on the Government guarantee;

dd) Documents authorizing or proving the competence of the person signing the letter of guarantee;

e) The signed loan agreement or the approved bond issuance scheme;

g) The assessment opinion of the related agency or organization on the lawfulness of the documents under consideration for issuance of the legal opinion;

h) Vietnamese translations of the above-mentioned documents where such documents are made in a foreign language.

4. A dossier of request for issuance of a legal opinion on an agreement on the Government’s international bond issuance shall comprise:

a) An official letter requesting the Ministry of Justice to issue a legal opinion;

b) The bond issuance agreement;

c) The international bond issuance scheme and the Government’s document on approval of the international bond issuance scheme;

d) The Prime Minister’s decision on the international bond issuance for each issuance;

dd) Documents authorizing or proving the competence of the person signing the bond issuance agreement;

e) The assessment opinion of the agency or organization requesting issuance of a legal opinion on the lawfulness of the documents under consideration for issuance of the legal opinion;

g) Vietnamese translations of the above-mentioned documents where such documents are made in a foreign language.

5. A dossier of request for issuance of a legal opinion on another document as assigned by the Government or the Prime Minister shall comprise:

a) An official letter requesting the Ministry of Justice to issue a legal opinion;

b) The document under consideration by the Ministry of Justice for issuance of a legal opinion;

c) The document of the Government or the Prime Minister assigning the Ministry of Justice to issue a legal opinion;

d) Documents proving that the negotiation, signing and promulgation of the document under consideration for issuance of a legal opinion comply with law regulations;

dd) The document on authorization of the negotiation, signing and promulgation of the document under consideration for issuance of a legal opinion in accordance with law regulations (if any);

e) The assessment opinion of the agency or organization requesting issuance of a legal opinion on the lawfulness of the documents under consideration for issuance of the legal opinion;

g) Other documents necessary for issuance of the legal opinion;

h) Vietnamese translations of the above-mentioned documents where such documents are made in a foreign language.

6. The assessment opinion of the agency or organization requesting issuance of a legal opinion on the lawfulness of the document under consideration for issuance of the legal opinion must be specific and detailed with respect to each legal issue and clearly state the conformity or non-conformity between the contents of the document under consideration for issuance of the legal opinion and the articles, clauses and points of Vietnamese legal normative documents.”.

8. Adding Article 12a after Article 12 as follows:

“Article 12a. Dossiers sent by related agencies or organizations to the agencies or organizations requesting issuance of legal opinions

1. In case of issuance of a legal opinion for a subject specified in Clause 1 or Clause 2 Article 5 of this Decree, the dossier sent by the related agency or organization to the agency or organization requesting issuance of a legal opinion shall comprise:

a) The document or commitment on provision of ODA or foreign concessional loans and related documents (if any);

b) The loan proposal, project proposal and decision on approval of the project or non-project document;

c) The assessment opinion on the lawfulness of the document under consideration for issuance of a legal opinion.

2. In case of issuance of a legal opinion for a subject specified in Clause 3 Article 5 of this Decree, the dossier sent by the related agency or organization to the agency or organization requesting issuance of a legal opinion shall comprise: The assessment opinion of the related agency or organization on the lawfulness of the documents under consideration for issuance of the legal opinion.

3. The dossier shall be in electronic or paper form. In case the dossier contains contents classified as state secrets, the information system does not support the sending and receipt of electronic dossiers, or the information system encounters an incident, the dossier shall be sent in paper form.”.

9. To amend and supplement Article 14 as follows:

“Article 14. Revision and clarification of dossiers of request for issuance of legal opinions

1. In case the contents of a dossier of request for issuance of a legal opinion are found not to conform to the law regulations at the time of dossier submission, the Ministry of Justice shall issue an official letter requesting the agency or organization requesting issuance of the legal opinion to revise or clarify the contents of the dossier within 05 working days from the date of receipt of the complete dossier of request for issuance of the legal opinion.

In case the dossier of request for issuance of a legal opinion contains complex contents, the time limit for the Ministry of Justice to issue an official letter requesting revision or clarification of the contents of the dossier may be extended but shall not exceed 10 working days from the date of receipt of the complete dossier of request for issuance of the legal opinion.

2. The agency or organization requesting issuance of a legal opinion shall be responsible for studying, clarifying and revising the dossier as requested by the Ministry of Justice within 10 working days from the date of receipt of the request of the Ministry of Justice. In case an extension of the time limit is required, a written notice must be sent to the Ministry of Justice, clearly explaining the reason and specifying the time limit for completion of the dossier revision.”.

10. To amend and supplement Article 19 as follows:

“Article 19. Responsibilities of agencies and organizations requesting issuance of legal opinions

1. To request related agencies and organizations to provide dossiers specified in Article 12a of this Decree; to prepare complete dossiers of request for issuance of legal opinions specified in Article 12 of this Decree.

2. To fully and promptly provide the Ministry of Justice with information and documents related to the documents under consideration for issuance of legal opinions at the request of the Ministry of Justice in accordance with this Decree.

3. To ensure the time limit for submission of dossiers of request for issuance of legal opinions in accordance with this Decree and the requirements for implementation of treaties on ODA and foreign concessional loans or agreements on ODA loans and foreign concessional loans entered into in the name of the Government.

4. To ensure and take responsibility for the accuracy, lawfulness and authenticity of their dossiers of request for issuance of legal opinions submitted to the Ministry of Justice.

5. In case the provided information or documents are inaccurate, incomplete, unlawful or unauthentic, the agency or organization requesting issuance of a legal opinion shall bear full responsibility for the consequences of such provision of information.”.

11. Adding Article 19a after Article 19 as follows:

“Article 19a. Responsibilities of related agencies and organizations

1. To prepare and send fully and promptly dossiers specified in Article 12a of this Decree to agencies and organizations requesting issuance of legal opinions for the latter to consolidate and prepare dossiers requesting the Ministry of Justice to issue legal opinions in accordance with regulations.

2. To provide explanations and supplement dossiers at the request of the Ministry of Justice or agencies and organizations requesting issuance of legal opinions.”.

Article 2. Effect

1. This Decree takes effect on October 01, 2026.

2. For valid dossiers of request for issuance of legal opinions sent to the Ministry of Justice before the effective date of this Decree, the issuance of legal opinions shall continue to comply with the Government’s Decree No. 51/2015/ND-CP dated May 26, 2015 on issuance of legal opinions. For invalid dossiers of request for issuance of legal opinions sent to the Ministry of Justice before the effective date of this Decree, the issuance of legal opinions shall comply with this Decree.

3. Lenders and foreign donors may choose to use legal services of lawyers or law-practicing organizations for the provision of legal opinions in accordance with law regulations on lawyers in lieu of obtaining legal opinions from the Ministry of Justice, except for the cases where the subject eligible for issuance of a legal opinion or the dossier of request for issuance of a legal opinion contains contents classified as state secrets in accordance with law regulations on protection of state secrets.