Decree 96/2026/ND-CP detailing the Law on Investment

DECREE

Detailing and guiding the implementation of a number of articles of the Law on Investment¹

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

Pursuant to Law No. 143/2025/QH15 on Investment;

Pursuant to Law No. 59/2020/QH14 on Enterprises, which is 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 promulgates the Decree detailing and guiding the implementation of a number of articles of the Law on Investment.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation and subjects of application

1. This Decree details Articles 6, 7 and 8; Clause 2, Article 10; and 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 Law on Investment, and provides measures for organising and guiding the implementation of the Law on Investment regarding business investment conditions; sectors, trades and market access conditions applicable to foreign investors; business investment guarantee; investment incentives and support; investment procedures; investment promotion; reporting regime; and state management of business investment activities in Vietnam.

2. This Decree applies to investors and competent state agencies; and organisations and individuals involved in business investment activities in Vietnam.

Article 2. Interpretation of terms

In this Decree, the terms below are construed as follows:

1. Valid copy means a copy issued from the master register or a copy certified from the original by a competent agency or organisation, or a copy extracted from a national database in case the primary-source information is stored in the national databases on population, enterprise registration, and investment, and specialised databases in accordance with law.

2. National Investment Portal means a component of the national information systems on investment, that is used for performance of procedures for issuance or modification of investment registration certificates and outward investment registration certificates; publish and update legal documents, policies and market access conditions for foreign investors; and update and exploit information on investment promotion, foreign investment in Vietnam, outward investment, development of industrial parks and economic zones, and state management of investment activities.

3. Investment incentive-applying agency means a tax authority, finance agency, customs authority or another competent agency corresponding to each type of investment incentives.

4. Investment treaty means a treaty effective for Vietnam to which the State or the Government of the Socialist Republic of Vietnam is a contracting party, defining the rights and obligations of the State or the Government of the Socialist Republic of Vietnam in relation to investment activities of investors of countries or territories that are the contracting parties to such treaty; investment treaties include:

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 Organisation (WTO), signed on November 7, 2006;

d/ Other treaties defining the rights and obligations of the State or the Government of the Socialist Republic of Vietnam in relation to investment activities.

5. Valid dossier means a dossier that comprises all documents specified in this Decree, with the contents of such documents fully declared in accordance with law.

6. Dossier for performance of investment procedures means a dossier prepared by an investor or a competent state agency, including the electronic version of the dossier as specified in Clause 5, Article 6 of this Decree, for performing procedures for approval or modification of investment policy; and issuance or modification of investment registration certificates; and other relevant procedures for carrying out investment activities in accordance with the Law on Investment and this Decree.

7. Areas affecting national defence and security specified in Clause 9, Article 24 of the Law on Investment include islands, and communes, wards and special zones in border areas; coastal communes and wards; and other areas affecting national defence and security.

8. Other areas affecting national defence and security means areas identified in accordance with the law on national defence and security, including:

a/ Areas embracing defence and security works, military zones, prohibited areas, protected areas, and safety corridors of defence works and military zones as specified by the law on protection of defence works and military zones;

b/ Areas adjacent to important targets in terms of politics, economy, diplomacy, science and technology, culture and social affairs, which are guarded and protected by the People’s Police forces in accordance with the law on guard forces;

c/ Important works relating to national security and protection corridors thereof as specified by the law on protection of important works relating to national security;

d/ Defence-economic zones under the Government’s regulations on combination of national defence with socio-economic activities and socio-economic activities with national defence;

dd/ Security industry zones and dual-use security industry zones as specified by the law on the national defence and security industry and industrial mobilisation;

e/ Areas with military defence and national defence value under the Prime Minister’s decision approving the overall master plan on national defence disposition in combination with socio-economic development;

g/ Areas where foreign organisations and individuals are not allowed to own houses in order to ensure national defence and security in accordance with the law on housing.

9. Law on Enterprises means Law No. 59/2020/QH14 passed on June 17, 2020, by the 14 National Assembly of the Socialist Republic of Vietnam at its 9 session, which has a number of articles amended and supplemented under Law No. 03/2022/QH15 and Law No. 76/2025/QH15.

10. Law on Investment means Law No. 143/2025/QH15 passed on December 11, 2025, by the 15 National Assembly of the Socialist Republic of Vietnam at its 10 session.

11. The 2020 Law on Investment means Law No. 61/2020/QH14 passed on June 17, 2020, by the 14 National Assembly of the Socialist Republic of Vietnam at its 9 session, which has a number of articles amended and supplemented under Law No. 72/2020/QH14, 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, Law No. 43/2024/QH15, Law No. 57/2024/QH15, and Law No. 90/2025/QH15.

12. Sectors and trades in which Vietnam has not yet made market access commitments means sectors and trades for which, under investment treaties, Vietnam has no commitments, has not yet made commitments, or has reserved the right to adopt measures inconsistent with the market access obligation, the national treatment obligation or other obligations on non-discrimination between domestic investors and foreign investors as provided in such treaties.

13. Document on legal status of investor means a valid copy of the personal identification paper or paper certifying the establishment and operation of an economic organisation, or information that can be exploited from databases having equivalent legal validity; these documents include:

a/ Personal identification number, for Vietnamese citizens;

b/ A valid copy of a valid passport or another personal identification paper, for foreign nationals;

c/ Enterprise identification number, for enterprises established and operating in accordance with the Law on Enterprises;

d/ A valid copy of one of the following papers: business registration certificate, establishment certificate, establishment and operation licence, establishment decision, or another document of equivalent legal validity, for other organisations.

14. Rural area means an area within the boundaries of the administrative unit of a commune or special zone (excluding special zones where local administrations perform the tasks and exercise the powers corresponding to those of local administrations in wards).

Article 3. The State’s guarantees for implementation of investment projects

1. Based on socio-economic development conditions and investment attraction needs in each period, as well as objectives, scale and nature of an investment project, the Prime Minister shall consider and decide on the form and content of the State’s guarantees for the implementation of the investment project, for investment projects subject to investment policy approval by the National Assembly or the Prime Minister, and other important infrastructure development investment projects at the proposal of ministries, ministerial-level agencies and provincial-level People’s Committees.

2. The State’s guarantees for the implementation of investment projects as specified in Clause 1 of this Article may be considered for application in the following forms:

a/ Partial support for foreign currency balancing on the basis of foreign exchange management policies and foreign currency-balancing capacity in each period;

b/ Other forms of the State’s guarantees as decided by the Prime Minister.

3. Investors and project enterprises making investment in the form of public-private partnership may be considered for the application of the forms of investment guarantee in accordance with Chapter II of the Law on Investment and the law on investment in the form of public-private partnership.

Article 4. Assurance of investment incentives in case of changes in law

1. In case a legal document contains provisions that lead to a change in the investment incentives applicable to investors before the effective date of such document, the investors are entitled to assurance of investment incentives under Article 12 of the Law on Investment.

2. Investment incentives assured in accordance with Clause 1 of this Article include:

a/ Investment incentives stated in investment licences, business licences, investment incentive certificates, investment certificates, investment registration certificates, documents on investment policy decision, investment policy approval decisions, or other documents issued by competent persons or competent state agencies, which shall be applied in accordance with law;

b/ Investment incentives to which investors are entitled in accordance with law other than those specified in Point a of this Clause.

3. When wishing to apply the investment guarantee measures specified in Clause 4, Article 12 of the Law on Investment, an investor shall submit an application to the investment registration agency, accompanied with one of the following papers: investment licence, business licence, investment incentive certificate, investment certificate, investment registration certificate, document on investment policy decision, and investment policy approval decision, or another document issued by the competent state agency or competent person, that has provisions on investment incentives (if any). Such application must have the following contents:

a/ Name and address of the investor;

b/ Investment incentives applied under the relevant legal document issued before the effective date of the new legal document, specifying the type of incentives, conditions for enjoying the incentives, and incentive level (if any);

c/ Contents of the promulgated or amended and supplemented legal document that has provisions leading to a change in the investment incentives previously applied to the investor as specified in Point b of this Clause;

d/ The investor’s proposal on the application of investment guarantee measures specified in Clause 4, Article 12 of the Law on Investment.

4. Within 30 days after receiving a valid dossier specified in Clause 3 of this Article, the investment registration agency shall consider and decide on the application of investment guarantee measures proposed by the investor. For cases falling beyond its competence, the investment registration agency shall submit them to a competent state agency for consideration and decision.

Article 5. Languages used in dossiers for performance of investment procedures

1. Dossiers for performance of investment procedures, and documents and reports to be submitted to competent state agencies shall be made in Vietnamese.

2. In case dossiers for performance of investment procedures have foreign-language documents, such documents shall be accompanied by Vietnamese translations.

3. In case papers and documents in dossiers for performance of investment procedures are made in both Vietnamese and a foreign language, the Vietnamese versions shall be used for the performance of investment procedures.

4. Investors shall bear responsibility for any discrepancy between translations or copies and the originals, and for any discrepancy between the Vietnamese versions and the foreign-language versions.

Article 6. Receipt of dossiers and settlement of procedures related to investment activities

1. Receipt of a dossier and settlement of procedures related to investment activities of an investor:

a/ The investor shall be held responsible before law for the legality, accuracy and truthfulness of the contents of the dossier and documents submitted to competent state agencies;

b/ The dossier-receiving agency shall examine the validity of the dossier and may not request the investor to submit additional documents other than components of a dossier as specified in the Law on Investment and this Decree;

c/ For the investor’s dossier requesting investment policy approval as specified in Points c and d, Clause 6, Article 30, or investment registration dossier as specified in Article 47 of this Decree, the investment registration agency shall, within 2 working days after receiving a valid dossier from the first investor, notify such receipt on its Portal and at its division for receiving and settling administrative procedures. The to-be-disclosed information includes: project name, objectives and location, name of the investor and time of dossier receipt;

d/ In case of requesting modification and supplementation of the dossier, the dossier-receiving agency shall send to the investor a notice of all contents that need to be modified or supplemented. The notice must clearly state grounds, contents and time limit for dossier modification and supplementation. The investor shall modify and supplement the dossier within the time limit stated in the notice. In case the investor fails to do so, the Ministry of Finance or the investment registration agency shall consider stopping the dossier processing and notify such in writing to the investor;

dd/ When requesting the investor to clarify contents of the dossier, the Ministry of Finance or the investment registration agency shall send a notice to the investor, stating the time limit for providing clarification. In case the investor fails to provide clarification as requested, the Ministry of Finance or the investment registration agency shall consider notifying in writing the investor of the stoppage of the dossier processing;

e/ The time for modification and supplementation of the dossier or for the investor to clarify the dossier’s contents under Points d and dd of this Clause, and the time for handling administrative violations in the field of investment (if any), shall not be included in the time for settlement of procedures as specified in the Law on Investment and this Decree;

g/ In case of refusing to issue or modify the decision on investment policy approval, the investor approval decision, the investment registration certificate, and other administrative documents on investment in accordance with the Law on Investment and this Decree, the Ministry of Finance or the investment registration agency shall notify such refusal in writing to the investor, clearly stating the reason.

2. The investment registration agency shall send a notice to the investor, clearly stating the reason, when stopping the dossier processing or refusing to issue or modify the decision on investment policy approval, the investor approval decision, the investment registration certificate, and other administrative documents on investment in the following cases:

a/ The investor fails to modify or supplement the contents or components of the dossier, or fails to provide clarification as requested within the time limit notified by the Ministry of Finance or the investment registration agency;

b/ The proposed modifications of the project, or the request for issuance or modification of the investor approval decision, the investment registration certificate, and other administrative documents fail(s) to meet the law-specified requirements and conditions;

c/ The investor submits the dossier beyond the time limit specified in Article 33 of this Decree, in case two or more investors simultaneously submit valid dossiers of request for the implementation of an investment project in the same location.

3. Investors may choose to submit dossiers by hand-delivery or by post for the settlement of administrative procedures.

In case the national information systems on investment or the information system for performance of business investment procedures meet the operation requirements, investors may choose to submit dossiers online.

4. The Ministry of Finance or the investment registration agency shall exploit and use information available in databases as substitutes for components of a dossier for settlement of administrative procedures as specified in this Decree. In case it is impossible to exploit information or the exploited information is incomplete or inaccurate, the Ministry of Finance or the investment registration agency shall request the applicant to supplement dossier components for settlement of administrative procedures.

5. When carrying out administrative procedures in accordance with the Law on Investment and this Decree, an investor shall enclose a dossier with its electronic version according to the following provisions:

a/ The electronic dossier must bear a digital signature in accordance with the law on e-transactions (unless foreign investors or economic organisations specified in Clause 1, Article 20 of the Law on Investment implement investment projects before establishing economic organisations), and is as legally valid as the paper dossier submitted to the Ministry of Finance or the investment registration agency;

b/ The investor shall be held responsible for the accuracy, consistency and completeness of the paper dossier and the electronic dossier submitted to the Ministry of Finance or the investment registration agency. In case there is any discrepancy between the two dossiers, the paper dossier shall be used. The Ministry of Finance or the investment registration agency shall not be held responsible for inconsistencies between the paper dossier and the electronic dossier;

c/ The Ministry of Finance or the investment registration agency shall publicly disclose addresses and methods for receiving electronic dossiers from investors on the National Investment Portal, the Ministry of Finance’s Portal, and portals of the state management agencies in charge of investment in localities.

6. Consultation with state agencies during the settlement of a dossier for performance of investment procedures:

a/ The consulting agency shall determine the matters put for consultation in conformity with the functions and tasks of the consulted agency(ies) and specify the time limit for response in accordance with the Law on Investment and this Decree;

b/ Within the time limit specified in Point a of this Clause, a consulted agency shall provide its responses and be held responsible for the contents of its responses within the ambit of its functions and tasks; if failing to provide a response within the required time limit, the consulted agency shall be deemed having consented to the matters put for consultation and shall take responsibility for the matters under its management.

7. For documents evidencing the financial capacity of an investor in the dossier for performance of administrative procedures, it is neither required to audit the investor’s financial statements for the last 2 years nor required to set a time limit of the commitment or guarantee relating to the financial support commitment of the parent company, the financial support commitment of the financial institution, or guarantee of the investor’s financial capacity, unless otherwise provided by law.

8. Competent agencies/persons shall only be held responsible for the matters they are assigned to accept, appraise or approve, or settle other procedures related to investment activities in accordance with the Law on Investment and this Decree; they shall not be held responsible for the matters previously accepted, appraised, approved or settled by other competent agencies or persons.

9. The Ministry of Finance, investment registration agencies and other state management agencies shall not settle disputes between investors and disputes between investors and related organisations or individuals arising in the course of implementation of investment activities.

10. Investors shall take responsibility in accordance with law and for all damage caused by their failure to comply or improper compliance with procedures specified in the Law on Investment, this Decree and relevant laws.

Article 7. Handling of falsified dossiers

1. When a competent agency, organisation or person as defined by law detects that a dossier for performance of investment procedures contains falsified contents, the investment registration agency shall:

a/ Notify in writing the investor of the violation;

b/ Revoke, or report to a competent agency or person for considering revocation of, the decision on investment policy approval, the investor approval decision, the investment registration certificate, and other relevant documents (below collectively referred to as documents and papers), or revoke the contents of documents and papers recorded on the basis of falsified information;

c/ Restore documents and papers on the basis of the latest valid dossiers, and concurrently handle, or report to a competent agency or person for handling, the matter in accordance with law.

2. Investors shall take responsibility in accordance with law and for all damage caused by the act of falsifying contents of dossiers and documents.

Article 8. Responsibility for disclosure and provision of information on investment projects

1. Investment registration agencies, state management agencies in charge of planning, natural resources and environment, and construction, and other state management agencies shall fully and publicly announce master plans and lists of investment projects in accordance with law.

2. In case an investor requests the provision of information on planning and lists of investment projects and other information related to investment projects, the agencies specified in Clause 1 of this Article shall provide such information within their competence to the investor within 5 working days after receiving the investor’s request.

3. Investors may use the information in accordance with Clauses 1 and 2 of this Article for the preparation of dossiers and the implementation of investment projects.

Article 9. Mechanisms for addressing obstacles facing investors and preventing disputes between the State and investors

1. In the course of carrying out business investment activities, investors may report obstacles and make recommendations relating to law application and enforcement to competent state agencies.

2. Competent state agencies shall address obstacles facing and recommendations made by investors in accordance with law.

3. Investors may lodge complaints or denunciations, or initiate lawsuits in accordance with the law on complaints and denunciations; and initiate administrative lawsuits in accordance with the administrative procedure law when there are grounds to believe that certain administrative decisions or administrative acts are unlawful and infringe upon their lawful rights and interests.

4. In case obstacles, recommendations, complaints, denunciations or lawsuits are likely to become international investment disputes, the state agency that has detected such likelihood shall promptly notify such in writing to the Ministry of Finance, the Ministry of Justice and the Ministry of Foreign Affairs for coordination in handling the matter and preventing disputes.

5. In case an international investment dispute arises, the coordination in dispute resolution must comply with the Prime Minister’s Decision on the regulation on coordination in the resolution of international investment disputes and relevant regulations.

6. The Ministry of Finance shall guide the processing and updating of information and reporting on obstacles and recommendations specified in Clause 1 of this Article.

Chapter II

BUSINESS INVESTMENT SECTORS AND TRADES

Section 1

SECTORS AND TRADES BANNED FROM BUSINESS INVESTMENT AND SECTORS AND TRADES SUBJECT TO CONDITIONAL BUSINESS INVESTMENT

Article 10. Sectors and trades banned from business investment

1. Investors may not carry out business investment activities in the sectors and trades banned from business investment as specified in Article 6 of the Law on Investment.

2. Production and use of the products specified in Points a, b and c, Clause 1, Article 6 of the Law on Investment for the purposes of analysis, testing, scientific research, healthcare, pharmaceutical production, crime investigation, and protection of national defence and security:

a/ Narcotic substances that may be produced and used under permission by competent state agencies in accordance with the Government’s regulations on the list of narcotic drugs and precursors and the 1961 Single Convention on Narcotic Drugs and the 1988 United Nations Convention Against Illicit Traffic in Narcotic Drugs and Psychotropic Substances;

b/ Chemicals and minerals banned under the Law on Investment that may be produced and used under permission by competent state agencies in accordance with the Government’s regulations on the management of chemicals subject to control under the Convention on the Prohibition of the Development, Production, Stockpiling and Use of Chemical Weapons and on their Destruction, and the implementing instruments of the Rotterdam Convention on the Prior Informed Consent Procedure for Certain Hazardous Chemicals and Pesticides in International Trade;

c/ Specimens of wild fauna and flora species, specimens of forest flora and fauna species, and endangered, precious and rare aquatic species of Group I originating from natural exploitation, that are prohibited under the Law on Investment, but may be exploited under permission by competent state agencies in accordance with the law on forestry, the law on biodiversity, the law on fisheries, other relevant laws, and the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES).

3. The review, proposal for amendment and supplementation, and assessment of the implementation, of regulations on sectors and trades banned from business investment as specified in Article 6 of the Law on Investment must comply with the corresponding order and procedures applicable to sectors and trades subject to conditional business investment as specified in Articles 13 and 14 of this Decree.

Article 11. Sectors and trades subject to conditional business investment and business investment conditions

1. Investors may conduct business in sectors and trades subject to conditional business investment as provided in Appendix IV to the Law on Investment when satisfying the conditions specified by law, and must maintain the satisfaction of such conditions throughout the course of carrying out investment and business activities.

2. Investors that satisfy the required business investment conditions may have documents issued in the forms specified in Points a, b, c and d, Clause 5, Article 7 of the Law on Investment (below collectively referred to as licences), or may carry out business investment activities when satisfying the conditions specified in Point dd, Clause 5, Article 7 of the Law on Investment. In case of refusal to issue, renew or modify and supplement a licence, the competent state agency shall send a notice to the investor, clearly stating the reason.

Article 12. Review, summarisation and announcement of business investment conditions

1. The Ministry of Finance shall assume the prime responsibility for, and coordinate with ministries and ministerial-level agencies in, reviewing and summarising business investment conditions for announcement on the National Business Registration Portal.

2. Business investment conditions to be announced in accordance with Clause 1 of this Article include:

a/ Sectors and trades subject to conditional business investment as provided in Appendix IV to the Law on Investment;

b/ Bases for the application of business investment conditions for the sectors and trades specified in Point a of this Clause;

c/ Conditions that individuals and economic organisations are required to satisfy in order to carry out business investment activities under Clause 2, Article 11 of this Decree.

3. In case business investment conditions are changed under laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, the Government’s decrees, and investment treaties, within 5 working days from the date such laws, ordinances, resolutions or decrees are promulgated or from the date such investment treaties are concluded, ministries and ministerial-level agencies shall update the business investment conditions or update the changed contents thereof, including the contents specified in Clause 2 of this Article, to the National Business Registration Portal, and send a notice thereof to the Ministry of Finance for monitoring and summarisation.

4. Annually, the Ministry of Finance shall assume the prime responsibility for, and coordinate with ministries and ministerial-level agencies in, reviewing, and reporting to the Government for announcement, the List of sectors and trades subject to conditional business investment requiring licences or certificates before business investment activities are commenced, and the List of sectors and trades subject to conditional business investment requiring a shift in the management method from licensing or certification to announcement of requirements and conditions for post-licensing management.

Article 13. Review and assessment of the implementation of regulations on sectors and trades subject to conditional business investment

1. Annually, based on socio-economic development conditions, state management requirements in each period and investment treaties, ministries and ministerial-level agencies shall review and assess the implementation of regulations on sectors and trades subject to conditional business investment and business investment conditions falling within the scope of their management functions.

2. The review and assessment must cover:

a/ Assessment of the implementation of regulations on sectors and trades subject to conditional business investment and business investment conditions falling within the management functions of ministries and ministerial-level agencies and remaining effective at the time of review and assessment;

b/ Assessment of the effectiveness and efficiency of the implementation of regulations on sectors and trades subject to conditional business investment and business investment conditions; and obstacles arising in the course of implementation;

c/ Assessment of changes (if any) in socio-economic, technical and technological conditions, sector-specific management requirements, and other conditions affecting the implementation of regulations on sectors and trades subject to conditional business investment and business investment conditions;

d/ Recommendations (if any) on amendment and supplementation of regulations on sectors and trades subject to conditional business investment and business investment conditions.

Article 14. Proposals on modification and supplementation of sectors and trades subject to conditional business investment and business investment conditions

1. Before June 30 every year or as directed by competent authorities, based on contents of the review and assessment of the implementation of regulations on sectors and trades subject to conditional business investment specified in Clause 2, Article 13 of this Decree, ministries and ministerial-level agencies shall send their proposals to the Ministry of Finance for summarisation.

On the basis of proposals of ministries and ministerial-level agencies, the Ministry of Finance shall report to the Prime Minister for assigning the Ministry of Finance to modify and supplement the List of sectors and trades subject to conditional business investment provided in the Law on Investment, or for assigning ministries and ministerial-level agencies to modify or supplement the List of sectors and trades subject to conditional business investment provided in other relevant laws.

2. Proposals on modification and supplementation of sectors and trades subject to conditional business investment or business investment conditions shall be made in the course of formulation of legal documents in accordance with the Law on Promulgation of Legal Documents, and must include the following contents:

a/ Sectors and trades subject to conditional business investment or business investment conditions proposed for modification and supplementation;

b/ Analysis of the necessity and purposes of the modification and supplementation of sectors and trades subject to conditional business investment or business investment conditions in accordance with Clause 1, Article 7 of the Law on Investment;

c/ Grounds for modifying and supplementing sectors and trades subject to conditional business investment or business investment conditions, and compliance obligors;

d/ Assessment of the reasonability and feasibility of the modification and supplementation of sectors and trades subject to conditional business investment or business investment conditions, and their conformity with investment treaties;

dd/ Assessment of the impacts of the modification and supplementation of sectors and trades subject to conditional business investment or business investment conditions on state management and business investment activities of compliance obligors.

Section 2

SECTORS, TRADES AND MARKET ACCESS CONDITIONS FOR FOREIGN INVESTORS

Article 15. Sectors and trades subject to market access restrictions for foreign investors

1. Sectors and trades subject to market access restrictions for foreign investors and the corresponding market access restrictions for those sectors and trades are specified in laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, the Government’s decrees, and investment treaties. The List of sectors and trades subject to market access restrictions for foreign investors is provided in Appendix I to this Decree.

2. Market access conditions for foreign investors shall be applied in the forms specified in Clause 3, Article 8 of the Law on Investment and shall be published and updated under Article 18 of this Decree.

3. In addition to the market access conditions for the sectors and trades specified in Clauses 1 and 2 of this Article, foreign investors and foreign-invested economic organisations must, when carrying out business investment activities in Vietnam, satisfy the following conditions (if any):

a/ Conditions on labour employment and use of land, natural resources and minerals;

b/ Conditions on the production and provision of public goods and services or goods and services subject to state monopoly;

c/ Conditions on housing and real estate ownership and business;

d/ Conditions on the application of forms of the State’s support and subsidies for certain sectors and fields or for region- or territory-based development;

dd/ Conditions on the participation in programmes and plans on equitisation of state enterprises;

e/ Other conditions as specified in laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, the Government’s decrees and investment treaties that contain the provisions not permitting or restricting market access for foreign-invested economic organisations.

Article 16. Subjects of application of the List of sectors and trades subject to market access restrictions

1. The List of sectors and trades subject to market access restrictions shall apply to:

a/ Foreign investors specified in Clause 19, Article 3 of the Law on Investment;

b/ Economic organisations specified in Points a, b and c, Clause 1, Article 20 of the Law on Investment when investing in the establishment of other economic organisations; contributing capital, or purchasing shares or capital contributions of other economic organisations; or making investment under BCCs.

(In this Section, the subjects specified in Points a and b of this Clause are below collectively referred to as foreign investors, unless otherwise provided in this Decree).

2. For business investment activities carried out in Vietnam, an investor who is a Vietnamese citizen concurrently holding a foreign nationality may choose to apply market access conditions and investment procedures for either domestic investors or foreign investors. If choosing to apply the market access conditions and investment procedures for domestic investors, such investor may neither exercise the rights nor perform the obligations of foreign investors.

Article 17. Principles for application of market access restrictions for foreign investors

1. Except the sectors and trades on the List of sectors and trades subject to market access restrictions for foreign investors provided in Appendix I to this Decree, foreign investors will be entitled to market access like domestic investors.

2. Foreign investors may not invest in sectors and trades not yet open to market access as specified in Section A, Appendix I to this Decree.

3. For sectors and trades subject to conditional market access for foreign investors as specified in Section B of Appendix I to this Decree, foreign investors must satisfy the market access conditions published under Article 18 of this Decree.

4. Market access conditions for sectors and trades in which Vietnam has not made commitments on market access for foreign investors shall be applied as follows:

a/ In case laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, and the Government’s decrees (below collectively referred to as Vietnam’s law) do not provide market access restrictions for such sectors and trades, foreign investors will be entitled to market access like domestic investors;

b/ In case Vietnam’s law has provisions on market access restrictions for foreign investors for such sectors and trades, the provisions of Vietnam’s law shall apply.

5. In case laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, and the Government’s decrees (below collectively referred to as newly promulgated documents) provide market access conditions for foreign investors for sectors and trades in which Vietnam has not yet made commitments as specified in Clause 4 of this Article, such conditions shall be applied as follows:

a/ Foreign investors that commence applying market access conditions under Clause 4 of this Article before the effective date of the newly promulgated documents may continue to carry out investment activities under those conditions. In case of establishing new economic organisations, implementing new investment projects, acquiring investment projects, contributing capital, or purchasing shares or capital contributions of other economic organisations, making investment under contracts, or modifying or supplementing business objectives, sectors or trades for which, under the newly promulgated documents, it is required to satisfy market access conditions for foreign investors, the foreign investors must satisfy such conditions. In this case, competent state agencies shall not re-examine market access conditions for sectors and trades already approved for the investors;

b/ Foreign investors carrying out investment activities after the effective date of the newly promulgated documents must satisfy market access conditions in accordance with such documents.

6. Foreign investors carrying out investment activities in different sectors and trades specified in Appendix I to this Decree must satisfy all market access conditions for such sectors and trades.

7. When carrying out investment activities in Vietnam, foreign investors from countries or territories that are not WTO members may apply market access conditions as for investors from countries or territories that are WTO members, unless otherwise provided by Vietnam’s law or treaties between Vietnam and such countries or territories.

8. In case investment treaties provide market access conditions for foreign investors that are more favourable than those provided by Vietnam’s law, the market access conditions under those treaties shall apply.

9. In case investment treaties have different provisions on market access conditions for foreign investors, foreign investors may choose to apply the market access conditions for all business sectors and trades under one of such treaties. If a foreign investor has chosen to apply market access conditions under an investment treaty (which is a newly signed treaty or which is amended and supplemented after its effective date and which applies to such investor), the foreign investor shall exercise its rights and perform its obligations in accordance with that treaty.

10. Restrictions on foreign investors’ holding rate under investment treaties:

a/ In case multiple foreign investors contribute capital to, or purchase shares or capital contributions in, an economic organisation and are regulated by one or more than one investment treaty, the total holding rate of all foreign investors in such economic organisation must not exceed the highest rate stated in any treaty that provides the holding rate of foreign investors in a specific sector or trade;

b/ In case multiple foreign investors from the same country or territory contribute capital to, or purchase shares or capital contributions in, an economic organisation, the total holding rate of such investors must not exceed the holding rate stated in the investment treaty applicable to those investors;

c/ For public companies, securities companies, securities investment fund management companies, securities investment funds or securities investment companies as defined by the law on securities, in case the law on securities otherwise provides the holding rate of foreign investors, the law on securities shall apply;

d/ In case an economic organisation is engaged in multiple sectors and trades for which an investment treaty has different provisions on the holding rate of foreign investors, the holding rate of foreign investors in such economic organisation must not exceed the limit of foreign holding rate for sectors and trades subject to foreign holding rate limits.

Article 18. Posting and updating of market access conditions for foreign investors

1. The Ministry of Finance shall assume the prime responsibility for, and coordinate with ministries and ministerial-level agencies in, reviewing and summarising market access conditions for foreign investors in the sectors and trades provided in Appendix I to this Decree for posting on the National Investment Portal.

2. The contents to be posted under Clause 1 of this Article include:

a/ Sectors and trades subject to market access restrictions for foreign investors as specified in Appendix I to this Decree;

b/ Bases for the application of market access conditions for foreign investors as specified in Clause 1, Article 15 of this Decree;

c/ Market access conditions for foreign investors as specified in Clause 3, Article 8 of the Law on Investment.

3. In case laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, the Government’s decrees and investment treaties provide market access conditions for foreign investors but such conditions have not yet been updated to the List of sectors and trades subject to market access restrictions for foreign investors or to the to-be-posted contents specified in Clause 2 of this Article, the provisions of such laws, resolutions, ordinances and decrees shall apply. The updating of the contents specified in Clause 2 of this Article must comply with Clause 3, Article 12 of this Decree.

4. The review, summarisation, posting, proposal for modification and supplementation, and assessment of the implementation of the List of sectors and trades subject to market access restrictions for foreign investors must comply with the corresponding provisions on the List of sectors and trades subject to conditional business investment of Articles 12, 13 and 14 of this Decree.

Chapter III

INVESTMENT INCENTIVES AND SUPPORT

Article 19. Objects eligible for investment incentives

Objects eligible for investment incentives as specified in Clause 1, Article 14 of the Law on Investment include:

1. Investment projects in sectors and trades eligible for investment incentives or in sectors and trades eligible for special investment incentives provided in Appendix II to this Decree.

2. Investment projects in geographical areas with difficult socio-economic conditions or geographical areas with extremely difficult socio-economic conditions as specified in Point a, Clause 2, Article 15 of the Law on Investment and Article 22 of this Decree.

3. Investment projects each with an investment capital amount of VND 6 trillion or more and satisfying the following conditions:

a/ Having disbursed at least VND 6 trillion within 3 years from the date of issuance of the investment registration certificate, the decision on investment policy approval concurrently with investor approval (for projects not subject to issuance of investment registration certificate), or the decision on investor approval (for projects not subject to issuance of investment registration certificate);

b/ Having earned a total annual revenue of at least VND 10 trillion within 3 years from the year in which revenue is generated, or employing an average of 3,000 or more employees on a regular basis in a year in accordance with the labour law within 3 years from the year in which revenue is generated.

4. Social housing investment projects as specified in the law on housing.

5. Investment projects in rural areas each employing an average of 500 or more employees on a regular basis in a year in accordance with the labour law (excluding part-time employees and employees working under labour contracts of a term shorter than 12 months).

6. Investment projects each employing persons with disabilities accounting for 30% or more of the average annual regular workforce in accordance with the law on persons with disabilities and the labour law.

7. Hi-tech enterprises, science and technology enterprises, science and technology organisations; projects involving transfer of technologies on the List of technologies promoted for transfer; technology incubators and science and technology enterprise incubators; enterprises manufacturing or supplying technologies, equipment, products and services serving environmental protection and satisfying the conditions provided in the laws on science and technology, high technology, technology transfer and environmental protection; strategic technology enterprises; hi-tech research and development centres; strategic technology research and development centres; hi-tech and strategic technology incubators and hi-tech enterprise and strategic technology enterprise incubators.

8. The Vietnam National Innovation Centre established under the Prime Minister’s decision.

9. Other innovation centres that are established by agencies, organisations or individuals to implement and support innovation and innovative start-up activities, and recognised based on their capacity and performance in accordance with the law on science, technology and innovation.

10. Innovative start-up investment projects, including:

a/ Projects on manufacture of products created under inventions, utility solutions, industrial designs, semiconductor integrated circuit layout designs, computer software, mobile phone applications and cloud computing; production of new livestock strains and breeds, new plant varieties, new aquatic breeds and new forest cultivars; and technical advances for which protection titles have been issued in accordance with the laws on intellectual property and copyright, or with recognised international applications in accordance with treaties to which Vietnam is a contracting party, or recognised by competent state agencies;

b/ Projects on production of products derived from pilot production projects, sample products and technology improvement; and production of products that have won awards in national start-up or innovation start-up contests or science and technology awards in accordance with regulations on science and technology awards;

c/ Projects of enterprises operating in innovation centres or research and development centres;

d/ Projects on production of cultural industry products created under copyright and related rights for which protection titles have been issued in accordance with the law on intellectual property or with recognised international applications in accordance with treaties to which Vietnam is a contracting party.

11. Projects on the establishment of research and development centres.

12. Product distribution chains of small- and medium-sized enterprises that are networks of intermediaries distributing products of small- and medium-sized enterprises to consumers, and satisfying the following conditions:

a/ Small- and medium-sized enterprises participating in the chains account for at least 80%;

b/ There are at least 10 locations for distributing goods to consumers;

c/ At least 50% of the chains’ revenue is generated by the participating small- and medium-sized enterprises.

13. Small- and medium-sized enterprise incubators; technical facilities supporting small- and medium-sized enterprises; and co-working spaces supporting innovative start-up small- and medium-sized enterprises that are established in accordance with the law on support for small- and medium-sized enterprises.

14. Core defence industrial facilities and core security industrial facilities defined in the law on the national defence and security industry and industrial mobilisation.

15. Projects on development of industrial clusters and value chains, attracting modern governance investment, generating high added value, having spill-over effects, and connecting global production and supply chains.

16. Projects on the Prime Minister-approved List of national important and key sectoral works and projects.

Article 20. Principles of application of investment incentives

1. Investment projects specified in Clause 3, Article 19 of this Decree are entitled to investment incentives as investment projects in geographical areas with extremely difficult socio-economic conditions.

2. Investment projects specified in Clauses 5 and 6, Article 19 of this Decree are entitled to investment incentives as investment projects in geographical areas with difficult socio-economic conditions.

3. Investment projects in sectors and trades eligible for investment incentives that are implemented in geographical areas with difficult socio-economic conditions are entitled to investment incentives as investment projects in geographical areas with extremely difficult socio-economic conditions.

4. Specific incentive levels for the investment projects specified in Clauses 1, 2 and 3 of this Article shall be applied in accordance with the laws on tax, accounting and land.

5. In case an investment project satisfies the conditions for enjoyment of different levels of investment incentives in the same period, the investor may choose to apply the highest incentive.

6. Investment incentives in case of division, splitting, consolidation, merger or transformation of economic organisations (below collectively referred to as reorganisation of economic organisations); and division, splitting, merger and transfer of investment projects:

a/ An economic organisation formed from the reorganisation of another economic organisation, or an investor acquiring an investment project may take over the investment incentives applicable to the investment project (if any) before the reorganisation or transfer, provided that it/he/she still satisfies the conditions for enjoyment of investment incentives;

b/ An investment project formed from the division or splitting of a project will be entitled to the level of incentives for which it qualifies, for the remaining incentive period of the project before the division or splitting;

c/ An investment project formed from the merger of projects may continue to apply investment incentives based on the conditions applicable to each project before the merger, provided that it still satisfies the required conditions. In case the merging project satisfies the conditions for enjoyment of different investment incentives, the investor will be entitled to investment incentives corresponding to such conditions for the remaining incentive period.

7. In case an industrial park, an export processing zone or a digital technology park established in accordance with the Government’s regulations is removed from the relevant master plan or is repurposed as approved by the competent authority, or in case the investment project on construction and commercial operation of infrastructure of an industrial park, an export processing zone or a digital technology park terminates its operation in accordance with the law on investment, the investment projects implemented in such park or zone may continue to enjoy investment incentives as stated in the investment licences, business licences, investment incentive certificates, investment certificates, investment registration certificates, documents on investment policy decision, decisions on investment policy approval or other documents issued by competent state agencies that provide investment incentives, or as specified by the regulations effective at the time of investment in such park or zone.

Article 21. Special investment incentives and support

1. Objects eligible for special investment incentives and support as specified in Clause 1, Article 17 of the Law on Investment include:

a/ Investment projects (including expansion thereof) on the establishment of innovation centres or research and development centres; investment projects on the construction of big data centre infrastructure, cloud computing infrastructure, 5G- or next-generation mobile infrastructure and other digital infrastructure facilities in strategic technology sectors as decided by the Prime Minister; and investment projects in strategic technology sectors and manufacture of strategic technology products as decided by the Prime Minister, each with the total investment capital of VND 3 trillion or more and having disbursed at least VND 1 trillion within 3 years from the date of issuance of investment registration certificates or approval of investment policy; and the Vietnam National Innovation Centre established under the Prime Minister’s decision;

b/ Investment projects on manufacture of key digital technology products; projects on research and development, design, manufacture, packaging and testing of semiconductor chips; and projects on construction of artificial intelligence data centres in accordance with the law on the digital technology industry, each with a total investment capital of VND 6 trillion or more and having disbursed at least VND 6 trillion within 5 years from the date of issuance of investment registration certificates or investment policy approval;

c/ Investment projects (including new investment projects and expanded investment projects) in sectors and trades eligible for special investment incentives, each with a total investment capital of VND 30 trillion or more and having disbursed at least VND 10 trillion within 3 years from the date of issuance of investment registration certificates or investment policy approval.

2. Levels and duration of special incentives regarding corporate income tax, and land and water surface rental must comply with the law on corporate income tax and the land law.

3. Special investment incentives and support shall be applied to the Vietnam National Innovation Centre established under the Prime Minister’s decision and all its affiliated facilities located outside its headquarters.

4. An investor proposing the application of special investment incentives must commit to satisfying the conditions on sectors and trades, total registered investment capital, disbursement level and disbursement schedule specified in Clause 1 of this Article and other conditions stated in the investment registration certificate, the decision on investment policy approval or the written agreement with the competent state agency under the Prime Minister’s decision.

5. The Prime Minister shall decide on levels and duration of special investment incentives based on criteria relating to high technology, technology transfer, participation of Vietnamese enterprises in domestic production value chains for the investment projects specified in Clause 1 of this Article.

Article 22. Determination of geographical areas eligible for investment incentives

1. The List of geographical areas eligible for investment incentives, including geographical areas with extremely difficult socio-economic conditions and geographical areas with difficult socio-economic conditions, shall be determined under Clauses 2 and 3 of this Article.

2. Geographical areas with extremely difficult socio-economic conditions include:

a/ Region-II and Region-III communes in ethnic minority and mountainous areas as specified in the regulations on determination of ethnic minority and mountainous areas;

b/ Commune-level administrative units under the district level that were classified as geographical areas with extremely difficult socio-economic conditions before the rearrangement of administrative units and organisation of two-tier local administrations;

c/ Commune-level administrative units established from multiple commune-level administrative units in geographical areas with different socio-economic conditions before the rearrangement of administrative units and organisation of two-tier local administrations, which shall be determined under Points a, b and d, Clause 4 of this Article.

3. Geographical areas with difficult socio-economic conditions include:

a/ Region-I communes in ethnic minority and mountainous areas as specified in regulations on determination of ethnic minority and mountainous areas;

b/ Commune-level administrative units under the district level that were classified as geographical areas with difficult socio-economic conditions before the rearrangement of administrative units and organisation of two-tier local administrations;

c/ Commune-level administrative units established from multiple commune-level administrative units in geographical areas with different socio-economic conditions before the rearrangement of administrative units and organisation of two-tier local administrations, which shall be determined under Points a and c, Clause 4 of this Article.

4. Commune-level administrative units established from multiple commune-level administrative units in geographical areas with different socio-economic conditions before the rearrangement of administrative units and organisation of two-tier local administrations shall be determined as follows:

a/ The newly established commune-level administrative units shall be classified as geographical areas eligible for investment incentives based on the majority of the commune-level administrative units currently eligible for the incentives;

b/ In case the number of commune-level administrative units in geographical areas with extremely difficult socio-economic conditions and that in geographical areas with difficult socio-economic conditions are equal, the newly established commune-level administrative units shall be classified as geographical areas with extremely difficult socio-economic conditions;

c/ In case the number of commune-level administrative units in geographical areas with difficult socio-economic conditions and that in geographical areas ineligible for investment incentives are equal, the newly established commune-level administrative units shall be classified as geographical areas with difficult socio-economic conditions;

d/ In case the number of commune-level administrative units in geographical areas with extremely difficult socio-economic conditions and that in geographical areas ineligible for investment incentives are equal, the newly established commune-level administrative units shall be classified as geographical areas with extremely difficult socio-economic conditions.

5. For commune-level administrative units established under the National Assembly Standing Committee’s resolutions on the basis of division, splitting or upgrading of existing administrative units in geographical areas eligible for investment incentives, or as a result of the rearrangement or adjustment of boundaries of commune-level administrative units in geographical areas with different socio-economic conditions, geographical areas eligible for investment incentives shall be determined under Clause 4 of this Article.

6. In case an investment project is implemented in a locality with two or more commune-level administrative units in geographical areas with different socio-economic conditions, the project’s geographical area eligible for investment incentives shall be determined based on the commune-level administrative unit where the majority of the project’s land area is located. In case the project’s land areas in different communes are equal, the determination shall be based on the commune-level administrative unit eligible for higher incentives.

7. Geographical areas eligible for investment incentives for industrial parks, cottage industry zones, export processing zones, hi-tech parks, hi-tech agricultural zones, digital technology parks, free trade areas, the international financial centre, and economic zones:

a/ Economic zones, hi-tech parks, hi-tech agricultural zones, digital technology parks, free trade areas and the international financial centre shall be classified as geographical areas eligible for investment incentives as geographical areas with extremely difficult socio-economic conditions as specified in Clause 2 of this Article;

b/ Industrial parks, cottage industry zones and export processing zones shall be classified as geographical areas eligible for investment incentives as geographical areas with difficult socio-economic conditions as specified in Clause 3 of this Article.

8. Provincial-level People’s Committees shall determine and announce commune-level geographical areas eligible for investment incentives under Clauses 1 thru 5 of this Article and send information thereon to the Ministry of Finance for monitoring and summarisation.

Article 23. Adjustment of investment incentives

1. Investment projects currently enjoying investment incentives and additionally satisfying the conditions to be eligible for higher incentives or additional incentives in new forms will be entitled to higher incentives or additional incentives in new forms for the remaining incentive period.

2. An investor will not be entitled to incentives specified in the investment registration certificate or decision on investment policy approval, or incentives determined by the investor in case the investment project does not satisfy the conditions for enjoying the incentives specified in the investment registration certificate, decision on investment policy approval, decision on investment policy approval concurrently with investor approval, or decision on investor approval, or does not satisfy the conditions for enjoying the incentives determined by the investor. In case the investment project satisfies other conditions for enjoying incentives, the investor will be entitled to incentives under those conditions.

3. During the incentive period, if an investment project no longer satisfies the conditions for enjoying incentives for a certain time, the investor will not be entitled to incentives for that time.

Article 24. Procedures for application of investment incentives

1. The decision on investment policy approval, investment registration certificate or decision on investor approval must specify forms, bases and conditions for the application of investment incentives under Articles 14 and 15 of the Law on Investment and Article 19 of this Decree.

2. Based on the investment incentives stated in the decision on investment policy approval, investment registration certificate or decision on investor approval, the investor shall carry out procedures for enjoying investment incentives at the investment incentive-applying agency corresponding to each type of incentive.

3. Bases for the application of investment incentives to certain enterprises and investment projects specified in Clause 7, Article 19 of this Decree include:

a/ Science and technology enterprise certificate, for science and technology enterprises;

b/ Document of confirmation in accordance with the law on high technology, for hi-tech enterprises;

c/ Letter of confirmation of incentives for manufacture of supporting industry products, for supporting industry projects;

d/ Certificate of transfer of technologies promoted for transfer under the Prime Minister’s regulations, for projects involving transfer of technologies on the List of technologies promoted for transfer.

4. For investment projects not falling into the cases specified in Clauses 2 and 3 of this Article, investors shall, based on the objects eligible for investment incentives specified in Article 19 of this Decree and relevant regulations, determine investment incentives and carry out procedures for enjoying investment incentives at the investment incentive-applying agency corresponding to each type of incentive.

Article 25. Promulgation, modification and supplementation of the List of sectors and trades eligible for investment incentives and the List of geographical areas eligible for investment incentives

1. Based on the socio-economic development conditions, investment attraction need in each period and proposals of ministries, ministerial-level agencies and provincial-level People’s Committees, the Ministry of Finance shall propose to the Government the modification and supplementation of the List of sectors and trades eligible for investment incentives in accordance with this Decree.

In case of modification and supplementation of geographical areas eligible for investment incentives, provincial-level People’s Committees shall send information thereon to the Ministry of Finance for monitoring and summarisation.

2. Ministries, ministerial-level agencies, and People’s Councils and People’s Committees at all levels may not promulgate policies on investment incentives and support that are contrary to the Law on Investment, this Decree, the laws on tax, the state budget, and land, and other relevant laws.

Chapter IV

IMPLEMENTATION OF INVESTMENT PROJECTS

Section 1

GENERAL PROVISIONS ON IMPLEMENTATION OF INVESTMENT PROJECTS

Article 26. Security for implementation of investment projects by investors

1. Except the cases specified in Points a, b, c, d and dd, Clause 1, Article 30 of the Law on Investment, investors shall pay a deposit or obtain a guarantee for the deposit payment obligation from a credit institution or foreign bank branch established in accordance with Vietnam’s law (below collectively referred to as credit institution) to secure the implementation of investment projects for which the State allocates land, leases land or grants permission for land use repurposing.

2. In case of providing guarantee for the deposit payment obligation, a credit institution shall pay the deposit amount payable by the investor in the case specified in Clause 13, Article 27 of this Decree.

3. The conclusion and implementation of agreements on guarantee for the deposit payment obligation between credit institutions and investors must comply with the laws on civil matters, credit and bank guarantee and other relevant laws.

Article 27. Procedures for securing the implementation of investment projects by investors

1. The obligation to secure the implementation of investment projects by investors under Clause 1, Article 26 of this Decree shall be performed on the basis of a written agreement between investment registration agencies and investors. An agreement on security for the implementation of an investment project must have the following principal contents:

a/ Name, objectives, location, scale, investment capital, implementation schedule and operation duration of the investment project in accordance with the decision on investment policy approval, decision on investment policy approval concurrently with investor approval, decision on investor approval, or investment registration certificate;

b/ Measures for securing the implementation of the investment project (deposit payment or guarantee for the deposit payment obligation as specified in Clause 1, Article 26 of this Decree);

c/ The amount as security for the implementation of the investment project, which shall be determined under Clauses 2, 3 and 4 of this Article;

d/ Time and duration of security for the implementation of the investment project as specified in Clauses 5, 6 and 7 of this Article;

dd/ Conditions for refund, adjustment and termination of security for the implementation of the investment project as specified in Clauses 9, 10 and 11 of this Article;

e/ Handling measures, for the cases specified in Clause 12 of this Article;

g/ Other rights, obligations and responsibilities of the parties related to the contents specified in Points a, b, c, d, dd and e of this Clause;

h/ Other contents as agreed by the parties, which are not contrary to the Law on Investment, this Decree and relevant laws.

2. The level of security for the implementation of an investment project shall be calculated as percentage of the project’s investment capital by the partially progressive method, specifically as follows:

a/ Three per cent, for the capital amount of up to VND 300 billion;

b/ Two per cent, for the capital amount exceeding VND 300 billion but not exceeding VND 1 trillion;

c/ One per cent, for the capital amount exceeding VND 1 trillion.

3. The investment capital of a project used as a basis for calculating the level of security for the implementation of the investment project as specified in Clause 2 of this Article is exclusive of land use levy or land rental payable to the State and expenses for construction of the project’s works that the investor is obliged to hand over to the State after they are completed (if any).

At the time of concluding the agreement on security for the implementation of the investment project, if it is not yet possible to accurately determine the expenses for construction of the works to be handed over to the State, the investment registration agency shall, based on estimated costs in the project proposal prepared by the investor, determine the amount as security for the implementation of the investment project.

4. Except projects ineligible for investment incentives as specified in Clause 7, Article 14 of the Law on Investment, investors will be entitled to reduction of the amount as security for project implementation as follows:

a/ A 25% reduction for investment projects in sectors and trades eligible for investment incentives provided in Appendix II to this Decree; or investment projects in areas with difficult socio-economic conditions as specified in Clause 3, Article 22 of this Decree;

b/ A 50% reduction for investment projects in sectors and trades eligible for special investment incentives provided in Appendix II to this Decree; projects located in areas with extremely difficult socio-economic conditions as specified in Clause 2, Article 22 of this Decree; or projects in sectors and trades eligible for investment incentives in areas with difficult socio-economic conditions.

5. Time and duration of security for the implementation of a project:

a/ The investor shall pay a deposit or submit the credit institution’s guarantee commitment for the deposit payment obligation after obtaining the decision on investment policy approval concurrently with investor approval or the decision on investor approval, and before implementing the approved compensation, support and resettlement plan (in case the investor does not make advance payment of the compensation, support and resettlement amount), or before the issuance of the decision on land allocation, land lease, or grant of permission for land repurposing (in case the investor has made advance payment of the compensation, support and resettlement amount). The investment registration agency and the investor shall agree on the time of security for project implementation;

b/ For an investment project specified in Article 28 of the Law on Investment that is implemented according to special investment procedures, the investor shall pay a deposit or submit the credit institution’s guarantee commitment for the deposit payment obligation after obtaining the investment registration certificate and before implementing the approved compensation, support and resettlement plan (in case the investor does not make advance payment of the compensation, support and resettlement amount), or before the issuance of the decision on land allocation, land lease, or grant of permission for land repurposing (in case the investor has made advance payment of the compensation, support and resettlement amount), or within 30 days from the date of issuance of the investment registration certificate (in case compensation, support and resettlement and land recovery have been carried out by the State for the land area for project implementation);

c/ The duration of security for project implementation shall be counted from the time the obligation specified in Point a of this Clause is performed to the time the deposit amount is refunded to the investor or remitted into the state budget or the time the guarantee expires.

6. For an investment project implemented in phases, the payment or refund of the deposit amount or the payment, adjustment or termination of the guarantee may be made for each phase as stated in the agreement on security for project implementation. The investor may carry forward the remaining deposit amount of the previous phase or extend the validity period of the guarantee commitment as security for project implementation for the subsequent phase without having to refund the remaining deposit amount or terminate the validity of the guarantee of the previous phase, and shall additionally pay the difference (if any) between the deposit or guarantee amount for the subsequent phase and that for the previous phase.

7. In case the investor makes advance payment of the compensation, support and resettlement amount to the competent state agency to implement the approved compensation, support and resettlement plan:

a/ If the advanced amount is equal to or larger than the level of security for project implementation specified in Clause 2 of this Article, the investor is not required to immediately pay a deposit or submit the credit institution’s guarantee commitment at the time specified in Point a, Clause 5 of this Article;

b/ If the advanced amount is smaller than the level of security for project implementation specified in Clause 2 of this Article, the investor shall pay a deposit or submit the credit institution’s guarantee commitment that is equal to the difference between the advanced amount and the level of security for project implementation specified in Clause 2 of this Article at the time specified in Point a, Clause 5 of this Article;

c/ In the case specified in Point a or b of this Clause, the investor shall pay the deposit to the investment registration agency under this Article if the project is delayed as compared with the schedule stated in the decision on investment policy approval, the decision on investment policy approval concurrently with investor approval or the investment registration certificate, and may not choose the form of submitting a guarantee commitment for the deposit payment obligation, unless the delay is due to a force majeure event or due to the performance of administrative procedures by the competent state agency or due to project adjustment at the request of the competent state agency in case of a change in the relevant master plan.

In case the competent state agency has issued the decision on land allocation, land lease or grant of permission for land repurposing and issued a licence or another approval document for the investor for carrying out construction activities (if any) under Point a, Clause 9 of this Article, the investor is required to pay only 50% of the required deposit amount as specified in this Clause.

8. The amount as security for project implementation shall be paid into the investment registration agency’s account opened at a commercial bank established in accordance with Vietnam’s law and selected by the investor. The investor shall bear costs related to the opening and maintenance of such account and related to transactions on such account. If implementing multiple projects and having to sign agreements on security for project implementation with the same investment registration agency, the investor may agree with such agency on the use of a single account for receiving the amount as security for project implementation, for the projects implemented in the locality falling under such agency’s management.

9. Refund of the amount as security for project implementation or termination of the security obligation:

a/ Half of the paid deposit amount shall be refunded or half of the guarantee amount for the deposit payment obligation shall be reduced in case the competent state agency has issued the decision on land allocation, land lease or grant of permission for land use repurposing and issued a licence or another approval document for the investor for carrying out construction activities (if any);

b/ The remaining deposit amount and interest thereon (if any) shall be refunded, or the validity of the deposit payment obligation shall be terminated, in case the investor has completed the acceptance testing for the whole construction work, for projects with construction works, or has completed the whole project according to the approved schedule;

c/ In case of reduction of the project’s investment capital, the investor will be entitled to refund of the deposit amount, or reduction of the guarantee amount for the deposit payment obligation corresponding to the reduced investment capital amount compared to that stated in the decision on investment policy adjustment approval or the modified investment registration certificate;

d/ In case it is impossible to continue implementing the project due to a force majeure event or due to the performance of administrative procedures by the competent state agency or due to the project adjustment at the request of the competent state agency in case of a change in the relevant master plan, the investor may be considered for refund of the amount as security for project implementation or termination of the security obligation;

dd/ For a domestic investor for which/whom the investment policy has been approved and that/who is not subject to issuance of investment registration certificate, if wishing to adjust the project not subject to investment policy adjustment under this Decree while the adjustments lead to a change in the agreement on security for project implementation, the investor shall send a notice to the investment registration agency before project adjustment. The investment registration agency and the investor shall adjust the agreement on security for project implementation in consistency with the modified contents of the project.

10. Refund of the project implementation security obligation for the investment projects specified in Article 28 of the Law on Investment that are implemented according to special investment procedures:

a/ Half of the paid deposit amount shall be refunded or half of the guarantee amount for the deposit payment obligation shall be reduced in case the investor has sent to the management unit a notice of construction commencement accompanied with the documents specified in Point b, Clause 4, Article 49 of this Law;

b/ The remaining deposit amount and interest thereon (if any) shall be refunded, or the validity of the guarantee commitment for the deposit payment obligation shall be terminated, in case the investor has sent to the management unit a minutes of acceptance testing of the completed construction work for being put into operation or use.

11. Adjustment of the project implementation security obligation:

a/ In case of an increase in the project’s investment capital, the investor shall additionally pay the deposit amount or the guarantee amount for the deposit payment obligation correspondingly to the increased capital amount compared to that stated in the decision on investment policy adjustment approval or the modified investment registration certificate;

b/ The investor is not required to additionally pay the deposit amount or the guarantee amount for the deposit payment obligation under Point a of this Clause in case of an increase in investment capital for a project not subject to deposit payment as specified in Clause 1, Article 30 of the Law on Investment, or at the time of request for capital increase, the decision on land allocation, land lease or grant of permission for land repurposing has been issued for the whole land area for project implementation;

c/ For a project not subject to deposit payment as specified in Clause 1, Article 30 of the Law on Investment, in case the investment capital increase makes the project be subject to deposit payment as specified in Article 30 of the Law on Investment, the investor shall additionally pay the deposit amount or the guarantee amount for the deposit payment obligation under Point a of this Clause correspondingly to the increased capital amount to implement the adjusted part of the investment project.

12. The amount as security for project implementation not yet refunded (excluding interest thereon, if any) shall be remitted into the state budget in accordance with law in case the project is subject to operation termination under Clause 2, Article 36 of the Law on Investment, except the case specified in Point a, Clause 2, Article 35 of the Law on Investment.

13. In case the credit institution guarantees the investor’s deposit payment obligation, on the last day of the validity period of the guarantee commitment, if the investor is not granted extension of the guarantee commitment and fails to obtain the investment registration agency’s opinion on invalidation of the guarantee commitment, the credit institution shall transfer the guarantee amount into the account of the investment registration agency.

14. For an investment project subject to investment policy approval by 2 or more chairpersons of provincial-level People’s Committees and falling into a case subject to investment project implementation security as specified in Article 30 of the Law on Investment, the investment registration agency in the locality where the procedures for investment policy approval are performed and the investor shall agree on security for project implementation in accordance with this Article.

Article 28. Schedule and operation duration of investment projects

1. The schedule and operation duration of an investment project specified in Clause 1 or 2, Article 31 of the Law on Investment shall be determined as follows:

a/ The operation duration of an investment project shall be counted from the date the investor obtains the decision on investor approval, the decision on investment policy approval concurrently with investor approval, or the investment registration certificate for the first time;

b/ For an investment project for which the State allocates land, leases land or permits land repurposing, its operation duration and schedule shall be counted from the date the investor obtains the decision on land allocation, the decision on land lease or the decision on permission for land repurposing;

c/ In case the investor has obtained the decision on land allocation, the decision on land lease or the decision on permission for land repurposing but the land handover is delayed, the operation duration and schedule of the investment project shall be counted from the date of handover of land on the field.

2. If the schedule or operation duration of an investment project is affected in the cases specified in Points a, b, c and d, Clause 4, Article 33 of the Law on Investment, or is affected by the inspection or examination process carried out by the competent state agency, the delay period shall not be included in the schedule or operation duration of the investment project.

Except the cases specified in Clauses 4, 5, 8 and 9 of this Article, the adjustment of the schedule or operation duration of a project in the cases specified in this Clause must comply with the relevant provisions of Articles 52, 53, 54, 55 and 56 of this Decree.

3. Depending on subjective and objective causes and the extent of impact on the schedule and operation duration of an investment project in the cases specified in Clause 2 of this Article and Points d, e, and g, Clause 4, Article 33 of the Law on Investment, the investment policy-approving agency or the investment registration agency shall consider and approve the investor’s proposal on adjustment of the project’s schedule or operation duration in these cases.

4. In case the State’s land allocation, land lease, permission for land repurposing, or land handover for an investor is delayed, the investor is not required to carry out procedures for adjusting the issued decision on investment policy approval, decision on investment policy approval concurrently with investor approval or investment registration certificate. The period stated in the competent state agency’s land allocation decision, land lease decision, decision permitting land repurposing or land handover document for the investor shall serve as a basis for determining the operation duration and schedule of the investment project under Points b and c, Clause 1 of this Article.

5. In case an investor wishes to have the decision on investment policy approval, the decision on investment policy approval concurrently with investor approval or the investment registration certificate adjusted in order to update information on the schedule and operation duration of the investment project falling into the case specified in Clause 4 of this Article, the investor shall carry out investment project adjustment procedures as follows:

a/ For an investment project for which investment policy has been approved, the order and procedures for the adjustment must comply with Clause 3, Article 53 or Clause 5, Article 54 of this Decree;

b/ For an investment project for which the investment registration certificate has been issued and which is not subject to investment policy approval, the order and procedures for the adjustment must comply with Clause 1, Article 56 of this Decree.

6. In the course of implementation of an investment project, the investor may increase or reduce the project’s operation duration. The project’s adjusted operation duration must not exceed the duration specified in Clauses 1 and 2, Article 31 of the Law on Investment.

7. Based on objectives, scale, location and operation requirements of an investment project, the investment policy-approving agency and the investment registration agency shall consider and decide on, or adjust, the operation duration of the investment project under Clauses 1 and 6 of this Article.

8. For an investment project with its operation duration shorter than 50 years or 70 years as specified in Clauses 1 and 2, Article 31 of the Law on Investment, within 12 months prior to the expiration of the project’s operation duration, the investor may choose one of the following type of procedures:

a/ Procedures for adjusting the operation duration of the project as specified in Clause 1, Article 64 of this Decree;

b/ Procedures for extending the operation duration of the project as specified in Clause 2, Article 64 of this Decree.

9. For an investment project with its operation duration of 50 years or 70 years as specified in Clauses 1 and 2 of Article 31 of the Law on Investment, within 12 months prior to the expiration of the project’s operation duration, if the investor wishes to continue implementing the investment project, the investment policy-approving agency or the investment registration agency shall consider and decide on extension of the operation duration of the project if it satisfies the following conditions:

a/ It does not fall into the cases specified in Points a and b, Clause 5, Article 31 of the Law on Investment;

b/ It is in line with one of the master plans within the planning system in accordance with the planning law;

c/ It satisfies the conditions for land allocation or land lease specified by the land law (for cases of requesting extension of land use duration).

10. The to-be-extended operation duration of an investment project specified in Clause 9 of this Article shall be considered on the basis of objectives, scale, location and operation requirements of the project and must not exceed the maximum duration specified in Clauses 1 and 2, Article 31 of the Law on Investment.

11. In case an investment project satisfies the conditions for extension of the operation duration specified in Points a and c, Clause 9 of this Article but does not satisfy the conditions specified in Point b, Clause 9 of this Article, the investment policy-approving agency or the investment registration agency shall consider extending the operation duration of the project on an annual basis until a commune-level annual land use plan is approved in accordance with the land law. The investor shall only carry out procedures for extension of the operation duration of the project for the first year of extension and may enjoy an automatic extension for subsequent years until a commune-level annual land use plan is approved.

12. The determination of the operation duration of an investment project involving a commitment on non-compensation transfer of the investor’s assets to the Vietnamese State or the Vietnamese side upon the expiration of the operation duration must comply with Clause 3, Article 106 of this Decree.

13. The determination of land-related financial obligations towards the State in case of adjustment or extension of the operation duration of investment projects must comply with the land law and other relevant laws.

14. Procedures for adjustment or extension of the operation duration of investment projects must comply with Article 64 of this Decree.

15. Investment projects using outdated technologies, posing the risk polluting the environment or being resource-intensive, that are not eligible for extension of the operation duration under Point a, Clause 5, Article 31 of the Law on Investment, are those falling into one of the following cases:

a/ Projects with technological lines that fail to comply with the national technical regulation on energy safety and conservation and environmental protection during operation; or with technological lines with the remaining capacity (calculated based on the quantity of products turned out from technological lines per unit of time) or the remaining performance of smaller than 85% of the designed capacity or performance; or with the ratio of consumption of raw materials, materials or energy exceeding 15% of the designed ratio.

In case there is no national technical regulation on energy safety and conservation and environmental protection related to a project’s technological line, it is recommended to apply technical norms of a relevant national standard of Vietnam or a national standard of one of the G7 countries or of the Republic of Korea regarding energy safety and conservation and environmental protection;

b/ Projects using machinery or equipment not installed in technological lines for manufacturing goods under HS headings of Chapters 84 and 85 of Vietnam’s Nomenclature of Exports and Imports that fail to comply with the national technical regulation on energy safety and conservation and environmental protection during operation, or with the remaining capacity or performance of machinery or equipment smaller than 85% of the designed capacity or performance, or with the ratio of consumption of raw materials, materials or energy exceeding 15% of the designed ratio. In case there is no national technical regulation on energy safety and conservation and environmental protection related to a project’s machinery and equipment, it is recommended to apply technical norms of a relevant national standard of Vietnam or a national standard of one of the G7 countries or of the Republic of Korea regarding energy safety and conservation and environmental protection;

c/ Projects using technologies on the list of technologies banned from transfer from abroad into Vietnam and within the territory of Vietnam in accordance with the law on technology transfer.

16. Identification of investment projects using outdated technologies, posing the risk of polluting the environment or being resource-intensive specified in Clause 15 of this Article:

a/ The Ministry of Science and Technology shall assume the prime responsibility for, and coordinate with related agencies in, organising the identification of technologies used by investment projects subject to investment policy approval by the National Assembly or the Prime Minister;

b/ Specialised agencies in charge of science and technology under provincial-level People’s Committees shall assume the prime responsibility for, and coordinate with related agencies in, organising the identification of technologies used by investment projects other than those specified in Point a of this Clause;

c/ Funds for identification of technologies shall be allocated from the state budget. In case an investment project has its operation duration extended, the investor shall pay all expenses for identification of technologies;

d/ Dossiers, order and procedures for identification of investment projects that use outdated technologies and pose the risk of polluting the environment or being resource-intensive must comply with the Prime Minister’s regulations.

Article 29. Valuation of investment capital; assessment of investment capital value; assessment of machinery, equipment and technological lines

1. Capital registered for the implementation of an investment project shall be determined on the basis of:

a/ Capital contributed by investors in cash, machinery, equipment, value of intellectual property rights, technology, technical know-how, value of land use rights, and other assets as specified by the civil law and investment treaties;

b/ Capital mobilised for the implementation of the investment project;

c/ Profits (if any) retained by the investor for reinvestment.

2. Implemented capital of an investment project shall be determined on the basis of capital contributed or mobilised by the investor and profits retained for reinvestment in the course of project implementation. The investor shall determine by itself/himself/herself the value of implemented capital of the investment project after the project is put into operation.

3. The independent assessment of investment capital value or quality and value of machinery, equipment and technological lines after an investment project is put into operation under Clause 3, Article 32 of the Law on Investment shall be carried out in the following cases:

a/ The state management agency in charge of investment or the tax administration agency has grounds to believe that the investor has made untruthful, inaccurate and incomplete declarations of investment capital value in accordance with the tax and tax administration laws;

b/ The state management agency in charge of investment or the state management agency in charge of science and technology has grounds to believe that the investor shows a sign of violation of regulations on technology application and transfer in the course of implementation of the investment project in accordance with the law on technology transfer.

4. For a case specified in Point a, Clause 3 of this Article, the tax administration agency shall carry out assessment to determine tax amounts payable by the investor; the state management agency in charge of investment shall hire an independent assessment organisation to assess investment capital value of the project.

5. For a case specified in Point b, Clause 3 of this Article:

a/ The Ministry of Science and Technology shall assume the prime responsibility for, and coordinate with related agencies in, organising the assessment of quality and value of machinery, equipment and technological lines of projects subject to investment policy approval by the National Assembly or the Prime Minister;

b/ Specialised agencies in charge of science and technology under provincial-level People’s Committees shall assume the prime responsibility for, and coordinate with related agencies in, organising the assessment of quality and value of machinery, equipment and technological lines of projects other than those specified in Point a of this Clause;

c/ The assessment of quality and value of machinery, equipment and technological lines shall be carried out by consulting a technology evaluation, appraisal and assessment council or an independent assessment organisation or expert for machinery, equipment and technologies used in the course of implementation of investment projects;

d/ Dossiers, order and procedures for assessment of machinery, equipment and technological lines must comply with the Prime Minister’s regulations.

6. Expenses for assessment under Clauses 4 and 5 of this Article shall be covered by the state budget. In case assessment results lead to an increase in the tax obligations towards the State, investors shall bear assessment expenses.

Section 2

INVESTMENT POLICY APPROVAL AND INVESTOR SELECTION

Article 30. Investment policy approval and investor selection

1. Agencies competent to approve investment policy are specified in Article 25 of the Law on Investment (below referred to as investment policy-approving agencies). In case an investment project has objectives and contents subject to investment policy approval by different investment policy-approving agencies in accordance with the Law on Investment, the agency with the highest competence shall approve investment policy for the whole project.

2. For an investment project subject to investment policy approval specified in Article 24 of the Law on Investment, the investment policy-approving agency shall consider and approve investment policy and decide on the forms of investor selection for project implementation below:

a/ Auction of land use rights in case land is allocated or leased for implementation of an investment project subject to auction of land use rights in accordance with the land law. In this case, the investment policy-approving agency shall assign a competent state agency to organise the auction of land use rights in accordance with the land law for selection of an investor to implement the project.

For an investment project implemented in an economic zone and subject to auction of land use rights, the Management Board of the economic zone shall report such to the Chairperson of the provincial-level People’s Committee for assigning a competent agency or organisation to organise the auction of land use rights;

b/ Bidding for investor selection for an investment project subject to bidding for investor selection in accordance with the land law and relevant specialised laws. The investment policy-approving agency shall assign a competent state agency to organise bidding for investor selection for project implementation in accordance with the bidding law;

c/ Investment policy approval concurrently with approval of the investor to implement the project not through auction of land use rights or bidding for investor selection, for the investment projects specified in Clause 6 of this Article.

3. For projects subject to information disclosure and determination of number of investors expressing interest in accordance with the bidding law, if there is only one investor registering and satisfying the conditions for invitation for expression of interest or there are more than one registering investor but only one of them satisfies the conditions for invitation for expression of interest, such investor shall carry out procedures for investor approval under Article 31 of this Decree without having to carrying out procedures for investment policy approval.

4. The investor approval under Clause 3, Article 23 of the Law on Investment shall be carried out in the following cases:

a/ The auction of land use rights has been organised twice but there is only one investor registering for participation in the auction or there is an investor proposing implementation of the project after the auction has been organised twice in accordance with the Land Law without any participant;

b/ Procedures for inviting expression of interest have been carried out but there is only one investor registering and satisfying the conditions for being invited for expression of interest or there is more than one registering investor but only one of them satisfies the conditions for being invited for expression of interest in accordance with the bidding law;

c/ The competent state agency organising auction or bidding shall consider the satisfaction of the conditions specified in Points a and b of this Clause and notify such in writing to the investment registration agency and investors (if any) within 5 working days from the date the second auction fails or the expiration of the time limit for carrying out procedures for inviting expression of interest under Points a and b of this Clause for carrying procedures for investor approval under Article 31 of this Decree.

5. An investor selected under Points a and b, Clause 2 of this Article shall organise the project implementation as follows:

a/ The competent agency shall decide on approval of auction-winning results or approval of investor selection results in accordance with the land law or the bidding law. The decision on approval of auction-winning results or the decision on approval of investor selection results shall be sent to the investment policy-approving agency, the investment registration agency and the investor;

b/ The auction- or bid-winning investor shall carry out procedures for land allocation or land lease in accordance with the land law or the bidding law and organise investment project implementation under the decision on investment policy approval, the decision on approval of auction-winning results or the decision on approval of investor selection results.

6. For an investment project specified in Point c, Clause 2 of this Article, the investment policy-approving agency shall consider and approve investment policy concurrently with approval of the investor selected not through auction of land use rights or bidding for investor selection in the following cases:

a/ The investor with land use rights is the investor currently using land allocated or leased or having land use rights recognised by the State or acquiring land use rights in accordance with the land law and, at the time of submission of the dossier of request for investment policy approval, the land plot currently used by the investor is not on the List of projects subject to land recovery for national defence or security purposes or land recovery for socio-economic development for national or public interests as approved by the provincial-level People’s Council, unless the investor currently uses land due to extension of operation duration of the investment project under Clause 9, Article 28 of this Decree;

b/ The investor is allowed by the competent state agency to acquire agricultural land use rights, receive agricultural land use rights as capital contributions or rent agricultural land use rights for implementation of non-agricultural production or business investment projects in accordance with the land law;

c/ The investor implements investment projects in industrial parks, hi-tech parks or digital technology parks;

d/ The investor implements projects eligible for land allocation or land lease by the State not through the auction of land use rights or not through bidding for selection of investors to implement land-using projects in accordance with the land law, the bidding law, the law on investment in the form of public-private partnership, and other relevant laws.

7. The competence, dossiers, order and procedures for investor approval and investment policy approval must comply with Articles 30, 31, 32, 34 and 35 of this Decree.

Article 31. Procedures for investor approval

1. An investor specified in Point a or b, Clause 4, Article 30 of this Decree may be considered for approval according to the following procedures:

a/ The investor shall submit to the investment registration agency 1 set of dossier of request for investor approval accompanied with its electronic copy, which must comprise a written request for investor approval and the documents specified in Points b, c, e, g and h, Clause 1, Article 32 of this Decree;

b/ Within 2 working days after receiving a valid dossier, the investment registration agency shall send such dossier under Point a of this Clause; and a report on results of the invitation for expression of interest (for the investors specified in Point b, Clause 3, Article 30 of this Decree) to related local state agencies for soliciting their opinions on the satisfaction of the requirements specified in Points b, c, d, dd and e, Clause 8, Article 32 of this Decree. For investment projects implemented in areas affecting national defence and security, the investment registration agency shall consult the provincial-level Military Command and the Department of provincial-level Public Security on the satisfaction of the conditions for assurance of national defence and security;

c/ Within 7 working days after receiving a consultation request from the investment registration agency, the consulted agencies shall send their opinions on contents falling under their state management to the investment registration agency;

d/ Within 14 working days after receiving a valid dossier specified in Point a of this Clause, the investment registration agency shall prepare an appraisal report with the contents specified in Points b, c, d, dd and e, Clause 8, Article 32 of this Decree, then submit it to the Chairperson of the provincial-level People’s Committee;

dd/ Within 3 working days after receiving the dossier and the appraisal report, the Chairperson of the provincial-level People’s Committee shall approve the investor and send the investor approval decision to the Ministry of Finance (for projects with investment policy already approved by the National Assembly or the Prime Minister); the auction-organising agency (for case of organisation of auction); the investment registration agency, and the investor.

2. In case a ministry, ministerial-level agency or government-attached agency organises the bidding, it shall prepare a report on results of invitation for expression of interest and approval of investor, in case the investor satisfies the requirements specified in Points b, c, d, dd and e, Clause 8, Article 32 of this Decree. The investor approval decision shall be sent to the Ministry of Finance (for projects with investment policy already approved by the National Assembly or the Prime Minister), the investment registration agency, and the investor.

3. Procedures for approval of an investor for an investment project to be implemented in an economic zone specified in Clause 4, Article 25 of the Law on Investment:

a/ The investor shall submit to the Management Board of the economic zone 1 set of dossier of request for investor approval accompanied with its electronic copy, which must comprise a written request for investor approval and the documents specified in b, c, e, g and h, Clause 1, Article 32 of this Decree;

b/ Within 2 working days after receiving a valid dossier, the Management Board of the economic zone shall send such dossier to related local state agencies to solicit their opinions under Point b, Clause 1 of this Article. For investment projects implemented in areas affecting national defence and security, the investment registration agency shall consult the provincial-level Military Command and the provincial-level Department of Public Security on the satisfaction of the conditions for assurance of national defence and security;

c/ Within 7 working days after receiving a consultation request from the Management Board of the economic zone, the consulted agencies shall send their opinions on contents falling under their state management to the Management Board of the economic zone;

d/ The Management Board of the economic zone shall approve the investor within 17 days after receiving a valid dossier specified in Point a of this Clause.

Article 32. Dossiers and procedures for making and appraisal of requests for investment policy approval

1. A dossier of request for investment policy approval for an investor-proposed investment project must comprise:

a/ A written request for implementation of the investment project, including also a commitment to bear all expenses and risks in case the project is not approved;

b/ Documents on the legal status of the investor;

c/ Documents proving the financial capacity of the investor, including at least one of the following documents: financial statements for the latest 2 years of the investor, financial support commitment of the parent company, financial support commitments of financial institutions, guarantee for the financial capacity of the investor, or other documents proving the financial capacity of the investor;

d/ An investment project proposal, including the following principal contents: the investor or the investor selection form, investment objectives, investment scale, investment capital and capital mobilisation plan, implementation location, duration and schedule, information on use status of land, forests or marine area (if any) in the project implementation location, and proposed needs for use of land (if any), use of forests (if any), use of marine area (if any), labour demand, proposal on to-be-received investment incentives, socio-economic impacts and efficiency of the project, preliminary environmental impact assessment (if any) in accordance with the law on environmental protection, and special mechanisms and policies (if any).

In case the law on construction and other laws require a prefeasibility study report, the investor may submit such a prefeasibility study report instead of investment project proposal.

For an investment project subject to investment policy approval by the National Assembly or the Prime Minister and involving a proposal on forest repurposing, the investor shall additionally submit a dossier of proposal on forest repurposing in accordance with the law on forestry;

dd/ For an investment project not involving a request for land allocation or land lease by the State or the State’s permission for land repurposing, copies of papers on land use rights or copies of other documents determining the right to use the investment project implementation location shall be submitted;

e/ Contents of the explanation about technology (if any) to be used in an investment project, for projects subject to technology appraisal in accordance with the law on technology transfer;

g/ BCC, for investment projects implemented under BCCs;

h/ Other documents related to the investment project, and the law-specified requirements on conditions and capacity of the investor (if any).

2. A dossier of request for investment policy approval for a competent state agency-formulated investment project must comprise:

a/ A request for investment policy approval;

b/ An investment project proposal, including the following principal contents: investment objectives, investment scale, investment capital, implementation location, duration and schedule, and socio-economic impacts and efficiency of the project; information on use status of land, forests or marine area (if any) in the project implementation location, identification of cases of land recovery, for projects subject to land recovery (if any), projected needs for use of land (if any), use of forests (if any), or use of marine area (if any); preliminary environmental impact assessment (if any) in accordance with the law on environmental protection, technologies expected to be used in the investment project, for projects subject to technology appraisal and consultation in accordance with the law on technology transfer (if any); projected form of investor selection and conditions for investor (if any); and special mechanisms and policies (if any).

If the law on construction and other relevant laws require the preparation of a prefeasibility study report, the competent state agency may use such a prefeasibility study report instead of investment project proposal.

For an investment project subject to investment policy approval by the National Assembly or the Prime Minister and involving a forest repurposing proposal, the competent state agency shall additionally submit a dossier of forest repurposing proposal in accordance with the law on forestry;

c/ Contents of the explanation about technology to be used in the investment project, for projects subject to technology appraisal in accordance with the law on technology transfer (if any).

3. Documents and papers explaining the proposed form of investor selection under Clauses 1 and 2 of this Article include:

a/ Documents explaining the satisfaction of conditions for auction of land use rights in accordance with the land law in case of proposal of investor selection through auction of land use rights in accordance with the land law;

b/ Documents explaining the satisfaction of conditions for bidding for selection of the investor to implement the land-using investment project in accordance with the land law or the bidding law in case of proposal of investor selection through bidding for a land-using project. In this case, investment project proposal must preliminarily determine total expenses for project implementation on the basis of total investment of the project in accordance with the law on construction, excluding expenses for compensation, support and resettlement;

c/ Information on documents proving land use rights for reference by the competent state agency on the database or a valid copy of the land allocation decision or a copy of the land lease decision or land use rights lease contract or a copy of the land use rights certificate, certificate of house ownership and residential land use rights, or certificate of land use rights and house and land-attached asset ownership in case of proposal of investment policy approval concurrently with investor approval, for investors with land use rights as specified in Point a, Clause 4, Article 23 of the Law on Investment;

d/ A valid copy of the competent state agency’s written approval of the agreement on acquisition of land use rights for implementation of the investment project, in case of proposal of investment policy approval concurrently with investor approval, for investors that acquire agricultural land use rights or receive agricultural land use rights as capital contributions or rent agricultural land use rights for implementation of non-agricultural production or business investment projects as specified in Point b, Clause 4, Article 23 of the Law on Investment.

4. For a construction investment project, the project proposal must include:

a/ Contents specified in Point d, Clause 1 or Point b, Clause 2 of this Article.

For an investment project on house or urban area construction, project proposal contents include explanations about the satisfaction of the conditions on urban development objectives and orientations, housing development programmes and plans; projected division of the project into component projects (if any); and a preliminary plan on investment phasing meeting the requirement on synchronism (if any).

For an urban area project, if the law on construction requires the preparation of a prefeasibility study report, the investor or the competent state agency may submit or use such a prefeasibility study report instead of investment project proposal, including a preliminary proposal on urban infrastructure facilities to be retained by the investor for commercial operation and those to be handed over or proposed by the investor for handover to the local authority;

b/ Contents specified in Point d, Clause 1 or Point b, Clause 2 of this Article; projected division of the project into component projects (if any), for construction investment projects other than those specified in Point a of this Clause.

5. State agencies competent to prepare a dossier of request for approval or investment policy adjustment for an investment project specified in Clause 2 of this Article include:

a/ Ministries, ministerial-level agencies and provincial-level People’s Committees, which shall prepare a dossier of request for investment policy approval for projects subject to investment policy approval by the National Assembly or the Prime Minister;

b/ Specialised agencies of provincial-level People’s Committees; commune-level People’s Committees; or Management Boards of industrial parks, export processing zones, hi-tech parks or economic zones, which shall prepare a dossier of request for policy investment approval for investment projects subject to investment policy approval by Chairpersons of provincial-level People’s Committees.

6. Agencies in charge of receiving dossiers of request for investment policy approval or adjustment:

a/ The Ministry of Finance shall receive dossiers of request for investment policy approval or adjustment, for investment projects subject to investment policy approval by the National Assembly or the Prime Minister;

b/ Provincial-level Departments of Finance shall receive dossiers of request for investment policy approval or adjustment, for investment projects subject to investment policy approval by Chairpersons of provincial-level People’s Committees and located outside industrial parks, export processing zones, digital technology parks, hi-tech parks or economic zones; investment projects in industrial parks, export processing zones, digital technology parks, hi-tech parks or economic zones, and investment projects on construction and commercial operation of infrastructure of industrial parks or export processing zones that have no Management Boards or fall beyond the scope of management by Management Boards of industrial parks, export processing zones, hi-tech parks or economic zones;

c/ Management Boards of industrial parks, export processing zones, hi-tech parks or economic zones shall receive dossiers of request for investment policy approval for investment projects subject to investment policy approval by Chairpersons of provincial-level People’s Committees and implemented in industrial parks, export processing zones, digital technology parks, hi-tech parks or economic zones;

d/ For investment projects implemented both inside and outside industrial parks, export processing zones, digital technology parks, hi-tech parks or economic zones:

Provincial-level Departments of Finance shall receive dossiers of investment projects in case investors locate or plan to locate their executive offices for implementation of their investment projects outside industrial parks, export processing zones, hi-tech parks, digital technology parks, or economic zones.

Management Boards of industrial parks, export processing zones, hi-tech parks or economic zones shall receive dossiers of investment projects in case investors locate or plan to locate their executive offices for implementation of their investment projects in industrial parks, export processing zones, hi-tech parks, digital technology parks or economic zones.

dd/ Management Boards of industrial parks, export processing zones, hi-tech parks or economic zones or provincial-level Departments of Finance in case no Management Boards of industrial parks, export processing zones, hi-tech parks or economic zones are established shall receive dossiers of investment projects on construction and commercial operation of infrastructure of industrial parks, export processing zones, hi-tech parks or digital technology parks.

7. Contents of appraisal of a request for investment policy approval:

a/ Evaluation of the conformity of the investment project with one of the master plans in the planning system in accordance with the planning law.

Upon the evaluation of the conformity of the investment project with master plans, it is required to evaluate the conformity of the project with objectives, vision, orientations or directions for development, arrangement and distribution of spaces for socio-economic activities based on contents and requirements of such master plans.

In case it is necessary to evaluate the conformity of the project with the relevant urban and rural master plan, appraisal contents must include the evaluation of the conformity of the project with the zoning plan. For a project proposed to be implemented in an area where zoning plans are not required in accordance with the law on urban and rural planning or such a zoning plan is required to be adjusted and not yet approved by a competent authority, it is required to evaluate the conformity of the investment project with the general master plan;

b/ Evaluation of the needs for use of land (if any), use of forests (if any), or use of marine area (if any) in conformity with objectives, scale, location and operation requirements of the project;

c/ Preliminary evaluation of socio-economic efficiency of the investment project; and preliminary assessment of environmental impacts (if any) in accordance with the law on environmental protection;

d/ Evaluation of investment incentives and conditions for enjoyment of investment incentives (if any);

dd/ Evaluation of technology to be used in the investment project (if any), for projects subject to technology appraisal in accordance with the law on technology transfer;

e/ Evaluation of conformity of the investment project with urban development objectives and orientations, housing development programmes and plans; and preliminary investment phasing plan meeting the requirement on synchronism, for an investment project on construction of houses (for sale, lease or lease-purchase) or an urban area;

g/ Evaluation of conformity of the investment project with requirements on protection and value promotion of the relic or world heritage, and the conditions specified by the law on cultural heritage;

h/ Legal grounds and conditions for application of the investor selection form specified in Clause 1, Article 23 of the Law on Investment and Article 30 of this Decree.

8. Contents of appraisal of a request for investment policy approval concurrently with investor approval:

a/ The contents specified in Points a, b, c, d, dd, e and g, Clause 7 of this Article;

b/ Capability to satisfy conditions for land allocation or land lease, for case of land allocation or land lease not through auction of land use rights or bidding for investor selection; and capability to satisfy conditions for land repurposing, for projects with land repurposing requirements;

c/ Evaluation of the satisfaction of market access conditions for foreign investors (if any);

d/ Legal grounds and conditions for investor approval as specified in Clause 1, Article 23 of the Law on Investment and Article 30 of this Decree;

dd/ Evaluation of the satisfaction of conditions specified by the laws on construction, housing, urban development, and real estate business (for investment projects on construction of houses, urban areas or real estate business);

e/ Other conditions for investors as specified by relevant laws.

9. The consultation and making of responses in the course of appraisal of requests for investment policy approval must adhere to the principles specified in Article 6 of this Decree. In case the laws on construction, housing, urban development, and real estate business have provisions on agencies to be consulted and contents to be put for consultation, such provisions shall apply.

Article 33. Order and procedures for project implementation in case there are two or more investors submitting valid dossiers of request for implementation of an investment project in a location

In case there are two or more investors submitting valid dossiers of request for implementation of an investment project specified in Points c and d, Clause 6, Article 30 of this Decree in a location, within 10 working days (for projects subject to investment policy approval by the Prime Minister) or 7 working days (for projects subject to investment policy approval by Chairpersons of provincial-level People’s Committees) after receiving the valid dossier of the first investor, the Ministry of Finance and the investment registration agency shall carry out the following procedures:

1. Notifying in writing the investors of the performance of procedures for investment policy approval and investor selection under this Clause within 12 working days (for projects subject to investment policy approval by the Prime Minister) or 10 working days (for projects subject to investment policy approval by Chairpersons of provincial-level People’s Committees) from the date of receipt of a valid dossier of the first investor. The Ministry of Finance and the investment registration agency shall not examine the dossiers of other investors (if any) and return them if such dossiers are submitted after the above time limit.

2. Carrying out procedures for investment policy approval in accordance with relevant provisions of Article 34 or 35 of this Decree on the basis of the investment project proposal of the first investor. In case the investment project proposal of the first investor fails to comply with Clause 7, Article 32 of this Decree, carrying out procedures for investment policy approval on the principle of considering investment project proposals of investors one after another based on the time of dossier submission.

3. At the request of the Ministry of Finance or the investment registration agency, the investment policy-approving agency shall consider approving investment policy and assign a competent state agency to choose to apply the bidding law for organising the selection of an investor from among the investors that have submitted valid dossiers. In this case, bidding dossiers shall be distributed to the investors that have submitted valid dossiers without undergoing procedures for invitation for expression of interest. Bid-winning investor(s) shall organise the project implementation under the investment policy approval decision, the contract (if any), the laws on investment and land, and other relevant laws.

4. In the course of performance of procedures for investment policy approval under Clause 2 of this Article, if there remains only one investor that has submitted a valid dossier, the investment policy-approving agency shall consider approving investment policy, and concurrently assign a competent state agency to carry out procedures for investor approval according to the relevant order and procedures specified in Clause 1 or 3, Article 31 without having to carry out the procedures specified in Clause 3 of this Article and to prepare a report on results of the invitation for expression of interest.

5. After investment policy has been approved for a project under Clause 2 of this Article, if there remains only one investor that has submitted a valid dossier, the competent state agency shall carry out procedures for investor approval according to the relevant order and procedures specified in Clause 1 or 3, Article 31 of this Decree without having to carry out the procedures specified in Clause 3 of this Article and to prepare a report on results of the invitation for expression of interest.

6. An investor approved under Clauses 4 and 5 of this Article may implement the project in accordance with the investment policy approval decision, the investor approval decision, the laws on investment and land, and other relevant laws.

Article 34. Procedures for investment policy approval by the Prime Minister

1. Investment projects subject to investment policy approval by the Prime Minister are specified in Clause 2, Article 25 of the Law on Investment. Other projects subject to investment policy approval by the Prime Minister as specified in Clause 19, Article 24 of the Law on Investment are those required by other relevant laws to be submitted to the Prime Minister for investment policy approval.

2. Dossiers of request for investment policy approval by the Prime Minister must comply with Article 32 of this Decree.

3. An investor or a competent state agency specified in Point a, Clause 5, Article 32 of this Decree shall submit 1 set of dossier of request for investment policy approval as specified in Clause 1 or 2, Article 32 of this Decree, accompanied with its electronic copy, to the Ministry of Finance.

4. Within 3 working days after receiving a valid dossier specified in Clause 2 of this Article, the Ministry of Finance shall send it to related ministries and agencies and the provincial-level People’s Committee of the locality where the investment project is expected to be implemented for soliciting the latter’s appraisal opinions on the project’s contents within the scope of their state management as specified in Clause 7 or 8, Article 32 of this Decree.

For an investment project involving a proposal on paddy land, protective forest land or special-use forest land repurposing or a proposal on forest repurposing, procedures for consultation are as follows:

a/ For a project involving a proposal on paddy land, protective forest land or special-use forest land repurposing, the Ministry of Finance shall collect appraisal opinions of the Ministry of Agriculture and Environment and the provincial-level People’s Committee of the locality where the project is expected to be implemented on the conformity of the project with the approved relevant land-use master plan or general master plan in case no land use master plan is available in accordance with the land law; allocated land use norms remaining up to the time of project approval; land use status (land categories, land users); preliminary tentative plans on land recovery, compensation, support and resettlement (if any); compliance with the land law in case the investor currently using land is allocated or leased land by the State to implement another investment project.

b/ For a project involving a proposal on forest repurposing, the Ministry of Finance shall collect appraisal opinions of the Ministry of Agriculture and Environment, related ministries and sectors, and the provincial-level People’s Committee of the locality where the project is expected to be implemented on the proposal on forest repurposing in accordance with the law on forestry.

5. Within 10 working days after receiving a consultation request from the Ministry of Finance, the consulted agencies shall send their appraisal opinions on contents within the scope of their state management to the Ministry of Finance.

For a project subject to preliminary environmental impact assessment in accordance with the law on environmental protection, the Ministry of Agriculture and Environment shall perform the responsibility specified in this Clause regarding the content of preliminary environmental impact assessment.

6. Within 20 working days after receiving a valid dossier specified in Clause 2 of this Article, the Ministry of Finance shall organise the appraisal of the dossier and prepare an appraisal report which must have the contents specified in Clause 7 or 8, Article 32 of this Decree. Such an appraisal report must fully present contents of responses to opinions of related ministries, sectors, agencies and organisations and opinions of the Ministry of Finance on the satisfaction of conditions for submission of investment policy to the Prime Minister for consideration and approval.

7. Within 5 working days after receiving the appraisal report of the Ministry of Finance, the Prime Minister shall consider and approve investment policy.

8. Contents of the Prime Minister’s investment policy approval decision include:

a/ The investor implementing the project (for case of investment policy approval concurrently with investor approval) or investor selection form (for case of selection of an investor to implement the project through auction of land use rights or bidding);

b/ Name of the project; objectives; scale (including size, design capacity, construction scale, land/marine area use scale); investment capital of the project (preliminary total expenses for project implementation, if any), and operation duration of the project;

c/ Implementation location of the investment project;

d/ Schedule of the investment project: schedule of capital contribution and mobilisation; schedule of capital construction and commissioning of works (if any); preliminary plan on investment phasing or division of the project into component projects (if any); and schedule of implementation for each phase (for multi-phase investment projects);

dd/ Contents on technology(ies) to be applied (if any);

e/ Investment incentives and support and conditions for application thereof (if any);

g/ Other conditions for implementation of the investment project (if any);

h/ Responsibilities of the investor and related agencies in the course of implementation of the investment project.

9. An investment policy approval decision shall be sent to the Ministry of Finance, the investor or the competent agency competent to submit dossiers as specified in Clause 2 of this Article, the provincial-level People’s Committee of the locality where the investment project is to be implemented for organisation of an auction (for case of selection of an investor to implement the project through auction of land use rights), or the competent agency as specified by the bidding law for disclosure of information on the investment project (for case of selection of an investor to implement the project through bidding), the investment registration agency, and ministries and agencies related to the implementation of the investment project.

Article 35. Competence, order and procedures for investment policy approval by Chairpersons of provincial-level People’s Committees

1. Investment projects subject to investment policy approval by Chairpersons of provincial-level People’s Committees are specified in Clause 3, Article 25 of the Law on Investment.

2. Investment projects subject to investment policy approval by Chairpersons of provincial-level People’s Committees as specified in Clause 8, Article 24 of the Law on Investment include:

a/ Investment projects involving a request for the State to allocate or lease land not through auction of land use rights or bidding for selection of investors to implement land-using projects;

b/ Investment projects involving a request for the State to allocate or lease land of households or individuals and required to obtain written approval of provincial-level People’s Committees in accordance with the land law;

c/ Investment projects involving a request for the State to allocate or lease land and not falling into cases of acquisition of land use rights and land-attached assets;

d/ Investment projects involving a request for land repurposing and required to obtain written permission for land repurposing from a competent state agency in accordance with the land law, except cases of land repurposing for households or individuals not subject to approval by provincial-level People’s Committees in accordance with the land law.

3. The approval of investment policy for investment projects involving a request for land repurposing as specified in Clause 8, Article 24 of the Law on Investment is applicable to cases in which investors as land users apply for land repurposing and not applicable to cases of land allocation or land lease through auction of land use rights or bidding for investor selection in accordance with the land law.

4. The approval of investment policy specified in Clause 8, Article 24 of the Law on Investment is not applicable to the following cases:

a/ Projects falling into the cases specified in Points a, b and c, Clause 8, Article 24 of the Law on Investment;

b/ Electricity projects for which, under the law on electricity, it is not required to carry out procedures for investment policy approval.

5. Investment projects subject to investment policy approval by Chairpersons of provincial-level People’s Committees as specified in Clause 9, Article 24 of the Law on Investment are projects involving a request for the State to allocate or lease land or to permit land repurposing in areas affecting national defence or security as determined under Clause 7, Article 2 of this Decree or requiring opinions of the Ministry of National Defence or the Ministry of Public Security under Point dd, Clause 2, Article 91 of this Decree.

6. Dossiers of request for investment policy approval by Chairpersons of provincial-level People’s Committees must comply with Article 32 of this Decree.

7. Procedures for investment policy approval by Chairpersons of provincial-level People’s Committees:

a/ The investor or the competent state agency shall submit 1 dossier of request for investment policy approval as specified in Clause 1 or 2, Article 32 of this Decree accompanied with its electronic copy to the investment registration agency;

b/ Within 2 working days after receiving a valid dossier specified in Point a of this Clause, the investment registration agency shall send it to related provincial-level Departments, the commune-level People’s Committee of the locality where the project is expected to be implemented, and related local agencies for soliciting their appraisal opinions on the project’s contents within the scope of their state management under Clause 7 or 8, Article 32 of this Decree. For investment projects implemented in areas affecting national defence or security, the investment registration agency shall consult the provincial-level Military Commands and provincial-level Departments of Public Security on the satisfaction of conditions for assurance of national defence and security;

c/ Within 7 working days after receiving a consultation request from the investment registration agency, the consulted agencies shall give their appraisal opinions on contents within the scope of their state management to the investment registration agency.

For a project subject to preliminary environmental impact assessment in accordance with the law on environmental protection, the provincial-level specialised agency in charge of environmental protection shall perform the responsibility specified in this Clause regarding the content of preliminary environmental impact assessment;

d/ Within 14 working days after receiving a valid dossier specified in Point a of this Clause, the investment registration agency shall prepare an appraisal report which must have the contents specified in Clause 7 or 8, Article 32 of this Decree, then submit it to the Chairperson of the provincial-level People’s Committee.

8. Within 3 working days after receiving the dossier and the appraisal report, the Chairperson of the provincial-level People’s Committee shall consider and approve investment policy for the project with the contents specified in Article 8, Article 34 of this Decree.

9. The investment policy approval decision shall be sent to the investor or the competent state agency that has submitted the dossier under Point a, Clause 7 of this Article, the agency assigned to organise the auction (in case of selection of investors to implement projects through auction of land use rights) or the competent agency as defined by the bidding law for disclosure of information on the investment project (in case of investor selection through bidding), the investment registration agency, and provincial-level Departments and agencies related to the implementation of the investment project.

10. For an investment project in an industrial park, an export processing zone, a digital technology park, a hi-tech park or an economic zone as specified in Clause 4, Article 25 of the Law on Investment, the Management Board of the industrial park, export processing zone, hi-tech park or economic zone shall carry out procedures for investment policy approval as follows:

a/ The investor or the competent state agency specified in Point b, Clause 5, Article 32 of this Decree shall submit 1 dossier of request for investment policy approval as specified in Clause 1 or 2, Article 32 of this Decree accompanied with its electronic copy to the Management Board of the industrial park, export processing zone, hi-tech park or economic zone;

b/ Within 2 working days after receiving a valid dossier specified in Point a of this Clause, the Management Board of the industrial park, export processing zone, hi-tech park or economic zone shall send it to related local agencies for soliciting their appraisal opinions on the project’s contents within the scope of their state management under Clause 7 or 8, Article 32 of this Decree. For investment projects implemented in areas affecting national defence or security, the investment registration agency shall consult the provincial-level Military Commands and the provincial-level Departments of Public Security on the satisfaction of conditions for assurance of national defence and security;

c/ Within 7 working days after receiving a consultation request from the Management Board of the industrial park, export processing zone, hi-tech park or economic zone, the consulted agencies shall give their appraisal opinions on contents within the scope of their state management to the Management Board of the industrial park, export processing zone, hi-tech park or economic zone.

d/ Within 17 working days after receiving a valid dossier specified in Point a of this Clause, the Management Board of the industrial park, export processing zone, hi-tech park or economic zone shall prepare an appraisal report which must have the contents specified in Clause 7 or 8, Article 32 of this Decree, and issue an investment policy approval decision which must have the contents specified in Clause 8, Article 34 of this Decree.

11. For an investment project subject to investment policy approval by two or more Chairpersons of provincial-level People’s Committees:

a/ The investor may choose to carry out procedures for investment policy approval in the locality where the use of a majority of the project’s land area is proposed or where the project’s main work is constructed or where most of the project’s activities are carried out, unless otherwise provided by law;

b/ The Chairperson of the provincial-level People’s Committee of the locality where the investor submits the dossier of request for investment policy approval shall consult Chairpersons of related provincial-level People’s Committees, and consider approving investment policy for the whole project when obtaining the approval opinions of all Chairpersons of provincial-level People’s Committees of localities where the project is implemented;

c/ For a project with proposal on investor selection through auction of land use rights or bidding, the Chairperson of the provincial-level People’s Committee of the locality where the project is to be implemented shall assume the prime responsibility for, and coordinate with related agencies and localities in, organising the auction of land use rights or bidding for investor selection in accordance with the land law or the bidding law;

d/ The investment policy approval document serves as a basis for localities where the project is implemented to allocate or lease land or permit land repurposing for the project’s land area in such localities and for project implementation.

Section 3

PROCEDURES FOR ISSUANCE, MODIFICATION AND REVOCATION OF INVESTMENT REGISTRATION CERTIFICATES

Article 36. Competence to issue, modify and revoke investment registration certificates

1. The competence to issue, modify and revoke investment registration certificates must comply with Article 27 of the Law on Investment.

2. Provincial-level Departments of Finance of localities where investors implementing their investment projects locate or are expected to locate their executive offices for implementation of their investment projects shall issue, modify or revoke investment registration certificates for:

a/ Investment projects each implemented in 2 or more provincial- or higher-level administrative units; and,

b/ Investment projects in industrial parks, export processing zones, hi-tech parks or economic zones without Management Boards or falling beyond the scope of management by Management Boards of industrial parks, export processing zones, hi-tech parks or economic zones.

3. Management Boards of industrial parks, export processing zones, hi-tech parks or economic zones shall issue, modify or revoke investment registration certificates for:

a/ Investment projects on construction and commercial operation of infrastructure of industrial parks, export processing zones, digital technology parks, hi-tech parks, and functional areas in economic zones; and,

b/ Investment projects in industrial parks, export processing zones, hi-tech parks, digital technology parks or economic zones.

4. For investment projects implemented both inside and outside industrial parks, export processing zones, hi-tech parks, digital technology parks or economic zones, the competence to issue, modify and revoke investment registration certificates shall be determined as follows:

a/ In case investors locate or are expected to locate their executive offices for implementation of their investment projects outside industrial parks, export processing zones, hi-tech parks, digital technology parks or economic zones, the provincial-level Departments of Finance of the localities where projects are implemented have the competence to issue, modify and revoke investment registration certificates;

b/ In case investors locate or are expected to locate their executive offices for implementation of their investment projects inside industrial parks, export processing zones, hi-tech parks, digital technology parks or economic zones, the Management Boards of industrial parks, export processing zones, hi-tech parks or economic zones in localities where the projects are implemented have the competence to issue, modify and revoke investment registration certificates.

5. In case of change of the location of an investment project, the investment registration agency of the locality to which the project is relocated has the competence to issue, modify and revoke the investment registration certificate.

Article 37. Contents of an investment registration certificate

1. Name of the investment project.

2. The investor.

3. Identification number of the investment project.

4. Location of the investment project, and land area to be used.

5. Objectives and scale of the investment project.

6. Investment capital of the investment project (including capital contributed by the investor and mobilised capital).

7. Operation duration of the investment project.

8. Schedule of the investment project, including:

a/ Schedule of capital contribution and capital mobilisation;

b/ Schedule of realisation of major operation objectives of the investment project. In case the investment project is divided into phases, the schedule for each phase shall be set out.

9. Form of provision of investment incentives and support (if any), and grounds and conditions for application of such incentives and support.

10. Conditions for the investor implementing the investment project (if any).

Article 38. Procedures for issuance and modification of investment registration certificates for projects subject to investment policy approval

1. Procedures for issuance and modification of the investment registration certificate for an investment project eligible for investment policy approval concurrently with investor approval and subject to issuance of investment registration certificate:

a/ Based on the investment policy approval decision or the investment policy adjustment approval decision, the investment registration agency shall issue or modify the investment registration certificate within 5 working days after receiving such decision;

b/ For an investment project subject to investment policy approval by two or more Chairpersons of provincial-level People’s Committees, the provincial-level Department of Finance of the locality where the procedures for investment policy approval are carried out shall issue an investment registration certificate.

2. For an investment project for which investment policy has been approved and the investor has won the auction or bidding; or for an investment project subject to investor approval under Clause 3, Article 23 of the Law on Investment and subject to issuance of investment registration certificate, the investor shall submit an application for investment registration certificate to the investment registration agency for the latter to issue such an investment registration certificate within 5 working days after receiving the application.

3. For an investment project subject to investor approval by the Management Board of the economic zone, the Management Board of the economic zone shall decide to approve the investor concurrently with the issuance of an investment registration certificate.

4. For a project not subject to issuance of investment registration certificate, if wishing to obtain such an investment registration certificate, the investor shall submit an application for investment registration certificate accompanied with information on the investment policy approval decision or the investor approval decision (if any) for reference by the investment registration agency on the database, or a valid copy of the investment policy approval decision or the investor approval decision (if any) to the investment registration agency for the latter to issue an investment registration certificate within 5 working days after receiving the application.

Article 39. Procedures for issuance and modification of investment registration certificates for investment projects not subject to investment policy approval

1. An investor shall submit 1 dossier of application for investment registration certificate, which must comprise the contents specified in Clause 1, Article 32 of this Decree, to the investment registration agency. For an investment project to be implemented in 2 or more provincial-level administrative units, the investor shall submit a dossier to the provincial-level Department of Finance of the province or centrally run city where the investor implements the investment project, or locates or is expected to locate the executive office, for applying for an investment registration certificate for the project.

2. For an investment project already put into operation, the investor shall submit a dossier under Clause 1 of this Article, in which the investment project proposal is replaced by a report on the implementation of the investment project by the time of application for investment registration certificate.

3. The investment registration agency shall consult state management agencies in the locality in case of necessity and issue an investment registration certificate to the investor within 10 working days after receiving a valid dossier if the project satisfies the following conditions:

a/ It is not in a sector or trade banned from business investment as specified in Article 6 of the Law on Investment and on the relevant investment treaty;

b/ Its location is determined on the basis of information on documents proving land use rights for reference by the competent state agency on the database or valid copies of papers on land use rights or a valid copy of the location rent agreement or other documents indicating the right to use the location of the investment project;

c/ It conforms to the master plans specified in Clause 7, Article 32 of this Decree;

d/ It satisfies the conditions on investment radio per land area unit as set out by the provincial-level People’s Committee based on local practical conditions and as approved by the Standing Body of the provincial-level People’s Council (if any), and on the number of employees (if any);

dd/ It satisfies the market access conditions for foreign investors;

e/ It satisfies the condition on technology use, for projects subject to consultation on technology (if any) in accordance with the law on technology transfer.

4. Procedures for modification of investment registration certificates for projects not subject to investment policy approval must comply with Article 56 of this Decree.

Article 40. Identification numbers of investment projects

1. The identification number of an investment project is a sequence of numbers automatically created by the national information systems on investment and stated in such project’s investment registration certificate. For each investment project, a sole identification number shall be issued for use throughout the course of operation of the project and shall be invalidated upon the project’s operation termination.

2. For an investment project implemented under its investment certificate, investment licence or another paper of equivalent validity, its identification number is the identification number of the investment certificate, the investment licence or another paper of equivalent validity already issued for the project.

3. Competent state agencies shall uniformly use identification numbers of investment projects for management and exchange of information on investment projects.

Article 41. Performance of investment procedures on the national information systems on investment

1. Before carrying out procedures for issuance or modification of an investment registration certificate, the investor shall make online declaration of information on the investment project on the national information systems on investment. Within 10 working days after making the online declaration, the investor shall submit a dossier for issuance or modification of the investment registration certificate to the investment registration agency. Past that time limit, if the investment registration agency receives no dossier, the dossier declared online is no longer valid.

2. The investment registration agency shall use the national information systems on investment to receive and process dossiers, notify results of the performance of investment procedures, update the progress of dossier processing, and issue identification numbers for investment projects. Identification numbers of investment projects become valid when electronic copies of investment registration certificates are recognised and stored in the national information systems on investment.

3. In case the national information systems on investment encounters an incident and cannot be accessed, the investment registration agency shall issue an investment registration certificate according to the following backup process:

a/ The investment registration agency receives a paper dossier of application for issuance or modification of an investment registration certificate and request in writing the Ministry of Finance to issue an identification number for the investment project. Within 2 working days after receiving the request from the investment registration agency, the Ministry of Finance shall issue a project identification number and notify it to the investment registration agency;

b/ Within 5 working days after an investment registration certificate is issued according to the backup process, the investment registration agency shall update information on the investment project to the national information systems on investment.

Article 42. Dossiers for issuance or modification of investment registration certificates submitted online

1. For investment projects not subject to investment policy approval, investors may choose to submit a paper dossier for issuance or modification of investment registration certificate under Articles 39 and 56 of this Decree or submit a dossier online via the national information systems on investment by using digital signatures or not using digital signatures.

2. A dossier of application for issuance or modification of investment registration certificate submitted online must include data as specified in this Decree and be presented in electronic form, and is as legally valid as a paper dossier.

3. A dossier submitted online is considered valid when the following conditions are satisfied:

a/ Comprising all papers and contents that are fully filled in as required for paper dossiers, presented in electronic form and given titles corresponding to the types of papers;

b/ Having sufficient and accurate information as declared on the systems like information in the paper dossier; and being authenticated with the digital signature of the investor or being uniformly collated with the paper dossier.

4. In case the investor authorises another party to perform investment procedures, the dossier of application for issuance or modification of investment registration certificate shall be accompanied with a power of attorney and legal papers of the authorised party.

Article 43. Procedures for issuance and modification of investment registration certificates on the national information systems on investment

1. An investor shall carry out procedures for issuance or modification of the investment registration certificate using a digital signature as follows:

a/ The investor shall register an account on the national information systems on investment;

b/ The investor shall declare information and download the electronic document bearing a digital signature from the national information systems on investment;

c/ After completing the sending of the dossier, the investor will receive a receipt via the national information systems on investment;

d/ In case the dossier is invalid or has a content that needs to be clarified, the investment registration agency shall send a notice thereof to the investor for dossier completion via the national information systems on investment within 5 working days after receiving the dossier;

dd/ In case the dossier is valid and satisfies the required conditions, the investment registration agency shall issue or modify the investment registration certificate for the investor within 10 working days after receiving the valid dossier.

2. An investor shall carry out procedures for issuance or modification of the investment registration certificate not using a digital signature as follows:

a/ The investor shall register an account on the national information systems on investment;

b/ The investor shall declare information and download an electronic document from the national information systems on investment;

c/ After completing the sending of the dossier, the investor will receive a receipt via the national information systems on investment;

d/ In case the dossier is invalid or has a content that needs to be clarified, the investment registration agency shall send a notice thereof to the investor for dossier completion via the national information systems on investment within 5 working days after receiving the dossier;

dd/ In case the dossier is qualified for issuance or modification of the investment registration certificate, the investment registration agency shall notify such to the investor via the national information systems on investment;

e/ After receiving a notice specified in Point dd of this Clause, the investor shall submit 1 paper dossier accompanied with a printed copy of the dossier receipt to the investment registration agency by hand-delivery by post for collation with the dossier submitted via the national information systems on investment. Past 30 days after sending a notice of satisfaction of the conditions for issuance or modification of the investment registration certificate, if the investment registration agency receives no paper dossier of the investor for collation, the investor’s dossier submitted online is no longer valid;

g/ The investment registration agency shall issue or modify the investment registration certificate within 10 working days (excluding the period for the investor to submit the paper dossier for collation with the electronic dossier) after receiving a valid dossier, provided that the collated contents are consistent;

h/ The investor shall take responsibility for the accuracy and completeness of the paper dossier compared to the dossier submitted via the national information systems on investment. In case the paper dossier is inconsistent with the dossier submitted via the national information systems on investment, the investment registration agency may refuse to issue or modify the investment registration certificate.

Article 44. Procedures for re-issuance of, and correction of information in, investment registration certificates

1. In case an investment registration certificate is lost or damaged, the investor shall submit a written request for re-issuance of the investment registration certificate to the investment registration agency for the latter to re-issue the certificate within 3 working days after receiving the request.

2. In case the investment registration certificate stored in the form of electronic data in the national information systems on investment has a content different from the paper investment registration certificate, the investment registration certificate with the content consistent with that in the investment registration dossier is legally valid. The investment registration agency shall correct information in the investment registration certificate within 3 working days after receiving the request of the investor.

3. In case information in the investment registration certificate is inconsistent with information registered in the dossier for performance of investment procedures, the investment registration agency shall correct information in the investment registration certificate within 3 working days after receiving the request of the investor.

Article 45. Registration for return of investment registration certificates

For an investment project for which an investment registration certificate has been issued but which is no longer subject to issuance of investment registration certificate under Clause 1, Article 26 of the Law on Investment, the investor shall return the investment registration certificate to the investment registration agency (if the investor so wishes) and continue implementing the investment project in accordance with law.

Section 4

SPECIAL INVESTMENT PROCEDURES

Article 46. Special investment procedures

1. Investors may opt to carry out special investment procedures for investment projects specified in Clause 1, Article 28 of the Law on Investment, except the projects specified in Clauses 5, 6, 11, 12, 13, 15, 16, 17, 18 and 20, Article 24 of the Law on Investment that are implemented in economic zones or free trade zones, and the projects specified in Clause 14, Article 24 of the Law on Investment.

2. Investment projects in hi-tech parks must satisfy the principles and criteria applicable to projects involving hi-tech activities as specified in the Law on High Technology and the Government’s regulations on hi-tech parks.

3. In case this Decree and the Government’s other regulations contain different provisions on special investment procedures (excluding investment procedures for projects in the International Financial Centre in Vietnam), Article 28 of the Law on Investment and this Decree shall apply.

Article 47. Procedures for registration for issuance of investment registration certificates

1. An investment registration dossier must comprise the documents specified in Points a, b, c, d, dd, g and h, Clause 1, Article 32 of this Decree, in which the written request for implementation of the investment project must include a commitment to satisfying the conditions, standards and technical regulations as prescribed in the laws on construction, environmental protection, technology transfer, and fire protection; and the investment project proposal must include identification and forecasting of environmental impacts and measures to mitigate adverse environmental impacts in replacement of a preliminary environmental impact assessment, as well as the use of technologies restricted from transfer as specified in the law on technology transfer (if any).

2. The investor’s commitment in the written request for implementation of the investment project under Clause 1 of this Article must include the following contents:

a/ Relevant conditions, standards and technical regulations as specified in the laws on construction, environmental protection, technology transfer, and fire protection;

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

c/ Commitments to satisfying the conditions, standards and technical regulations specified in Point a of this Clause, not committing the prohibited acts specified in the laws on construction, environmental protection, technology transfer, and fire protection, and taking full responsibility in case of failure to properly implement the commitments.

3. Contents of dossier evaluation include:

a/ The project’s conformity with relevant master plans, which shall be evaluated in adherence to the principles specified in Clause 4 of this Article;

b/ The investor’s legal status and experience;

c/ Land use demand (if any);

d/ The ability to satisfy the conditions for land allocation, land lease or land repurposing permission in accordance with the land law, and the conformity of land use demand with the objectives, scale, investment capital, location and schedule of the project, for projects involving a request for the State to allocate or lease land or permit land repurposing;

dd/ The project schedule;

e/ The investor’s commitments;

g/ Investment incentives and conditions for enjoyment of investment incentives (if any).

4. Evaluation of the conformity of a project specified in Article 28 of the Law on Investment with relevant master plans:

a/ To evaluate the project’s conformity with the zoning master plan of the industrial park, export processing zone, hi-tech park, digital technology park or free trade zone. In case the project is proposed to be implemented in an area which does not require the formulation of a zoning master plan or of which the zoning master plan must be adjusted but has not yet been approved by a competent authority, to evaluate the project’s conformity with one of the relevant general master plans that remain valid in accordance with the law on urban and rural planning, except the case specified in Point c of this Clause;

b/ In case the project proposed to be implemented in a functional area within an economic zone, to evaluate the project’s conformity with the general master plan of the economic zone or one of the relevant general master plans which remain valid in accordance with the law on urban and rural planning, except the case specified in Point c of this Clause;

c/ In case the zoning master plan of the concerned industrial park, export processing zone, hi-tech park, digital technology park, free trade zone, or functional area within an economic zone remains valid in accordance with the law on urban and rural planning, to evaluate the project’s conformity with such zoning master plan.

5. Order and procedures for registration for issuance of an investment registration certificate:

a/ The investor shall submit 1 dossier set of registration for issuance of an investment registration certificate specified in Clauses 1 and 2 of this Article to the Management Board of the industrial park, export processing zone, hi-tech park or economic zone.

b/ Within 15 working days after receiving the dossier, the Management Board of the industrial park, export processing zone, hi-tech park or economic zone shall evaluate the dossier under Clause 3 of this Article and issue the investment registration certificate;

c/ The investment registration certificate, together with the investor’s commitment, shall be concurrently sent to the state management agencies in charge of construction order management, science and technology, environmental protection and fire protection in the localities;

d/ In case there are two or more investors proposing a project and requesting the State to lease land or permit land repurposing at the same location, the Management Board of the industrial park, export processing zone, hi-tech park or economic zone shall consider and issue the investment registration certificate to the investor that first submits a valid dossier, and notify thereof in writing to the remaining investor(s). If refusing to issue an investment registration certificate to the investor that first submits a dossier, the Management Board of the industrial park, export processing zone, hi-tech park or economic zone shall carry out the procedures for issuance of the investment registration certificate on the principle of considering the dossiers of the subsequent investors in turn.

6. The contents of an investment registration certificate must comply with Article 37 of this Decree and include the investor’s commitments.

Article 48. Adjustment of investment projects entitled to special investment procedures

The adjustment of the investment projects specified in Clause 1, Article 28 of the Law on Investment must comply with the corresponding provisions of Clause 5, Article 47 of this Decree, in which the written request for adjustment of an investment project must include the investor’s commitment to satisfying the conditions, standards and technical regulations specified by the laws on construction, environmental protection and fire protection.

Article 49. Implementation of investment projects entitled to special investment procedures

1. Investors shall implement their projects in accordance with investment registration certificates and commitments on construction, environmental protection and fire protection, and shall be responsible for failure to properly perform their commitments.

In case a project fails to satisfy the committed conditions, standards and technical regulations, competent state agencies shall consider imposing administrative sanctions, forcing cessation or termination of operation, or applying other handling measures in accordance with law.

2. When making investment registration under Article 28 of the Law on Investment for an investment project subject to environmental impact assessment under the Law on Environmental Protection, the investor is not required to prepare an environmental impact assessment report. In case the project is subject to environmental licensing, the investor shall:

a/ Carry out procedures for issuance of an environmental license before commencing construction at the state agency competent to approve appraisal results of environmental impact assessment reports as for projects requiring the formulation of an environmental impact assessment report in accordance with the law on environmental protection;

b/ Carry out the procedures for issuance of an environmental license in accordance with the law on environmental protection as applicable correspondingly to investment projects not subject to environmental impact assessment.

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

4. The investor shall notify construction commencement to competent state agencies as follows:

a/ For an investment project with a construction component, at least 30 days before construction commencement, the investor shall notify construction commencement to the competent state agency in charge of construction order management in the locality and the Management Board under Clause 3, Article 28 of the Law on Investment.

b/ The techno-economic report on construction investment specified in Point a, Clause 3, Article 28 of the Law on Investment shall be formulated for the entire investment project or for each component project or each phase if the project is divided into investment phases, but must ensure conformity with the investment registration certificate issued by the competent agency. The techno-economic report on construction investment for a component project or for each phase must show the contents of a techno-economic report as specified by the law on construction and ensure the synchronism of the entire project.

Article 50. Examination, monitoring and evaluation of investment projects entitled to special investment procedures

1. Investors shall:

a/ Organise by themselves the monitoring and evaluation of investment projects;

b/ Conduct the monitoring and evaluation of investment projects specified in Point a of this Clause in accordance with the law on investment and other relevant laws.

2. Management Boards shall perform their tasks and exercise their powers in accordance with law and shall:

a/ Conduct examination, monitoring and evaluation of investment projects within the ambit of their functions, tasks and powers;

b/ Notify in writing investors of issues arising before construction commencement and in the course of implementation of investment projects;

c/ Settle according to their competence, or propose competent state agencies for timely settlement of, issues arising in the course of implementation of investment projects;

d/ Coordinate with competent state agencies in, or conduct as authorised, the examination, monitoring and evaluation of investors’ performance of commitments on construction, environmental protection, technology transfer and fire protection in accordance with law.

3. State management agencies in charge of investment and specialised state management agencies shall conduct examination, monitoring and evaluation of investment projects within the ambit of their functions, tasks and powers.

Section 5

ADJUSTMENT OF INVESTMENT PROJECTS

Article 51. Contents and procedures for adjustment of investment projects

1. In the course of implementing its/his/her investment project, an investor may adjust the project with regard to the contents specified in Clauses 1, 2 and 3, Article 33 of the Law on Investment.

2. For an investment project for which investment policy has been approved:

a/ In case of adjustment of the contents of the investment project under Clause 3, Article 33 of the Law on Investment, the investor shall carry out procedures for adjustment of the investment policy approval decision under the relevant provisions of Articles 52, 53 and 54 of this Decree. Based on the decision approving investment policy adjustment, the investor shall carry out procedures for adjustment of the decision on investor approval (if any) or the investment registration certificate (if any);

b/ When the adjustment of the contents of the investment project in cases other than those specified in Clause 3, Article 33 of the Law on Investment, the investor is not required to carry out procedures for approval of investment policy adjustment.

3. The investor shall carry out procedures for approval of investment policy adjustment under Clause 3, Article 33 of the Law on Investment upon occurrence of:

a/ A change in the contents or objectives subject to investment policy approval that are stated in the investment policy approval document;

b/ A change in the to-be-used land area by more than 10% or by more than 30 hectares, in case the project involves a request for the State to allocate or lease land without conducting auction of land use rights or bidding for investor selection;

c/ Change of the investment location approved in the investment policy approval document, except change in information on the investment location due to the rearrangement of administrative units and organisation of two-tier local administrations or change in the to-be-used land area within the approved location;

d/ Prolongation of the project implementation duration in case the schedule is adjusted by more than 24 months under Clause 4, Article 33 of the Law on Investment;

dd/ Adjustment of the operation duration of the investment project, except the case specified in Point c, Clause 1, Article 28 of this Decree;

e/ Change of the investor of the investment project for which investment policy is approved concurrently with investor approval before the project is put into operation, or change in the conditions applicable to the investor stated in the investment policy approval document (if any).

4. For an investment project not subject to investment policy approval, or for an investment project for which investment policy has been approved but which does not fall into the case specified in Clause 3, Article 33 of the Law on Investment, the investor shall carry out procedures for modification of the investment registration certificate (if any) under Article 56 of this Decree.

5. In case the request for adjustment of an investment project not subject to investment policy approval makes the investment project become subject to investment policy approval, the investor shall carry out procedures for investment policy approval under Section 2, Chapter IV of this Decree before adjusting the investment project. In this case, the investment policy-approving agency shall consider the adjusted contents for investment policy approval.

6. The order and procedures for adjustment of investment projects must comply with the corresponding provisions of Section 5 of this Chapter for the adjusted contents.

Article 52. Procedures for adjustment of an investment project subject to investment policy approval by the Prime Minister

1. The investor shall submit 1 dossier set, together with an electronic copy thereof, to the Ministry of Finance. The dossier must comprise:

a/ A written request for adjustment of the investment project;

b/ A report on the implementation of the investment project up to the time of adjustment;

c/ The investor’s decision on adjustment of the investment project, for institutional investors;

d/ Explanations about, or documents relating to, adjustment of the contents specified in Points b, c, d, dd, e, g and h, Clause 1, Article 32 of this Decree (if any).

2. Procedures for adjustment of the investment project:

a/ Within 3 working days after receiving a valid dossier, the Ministry of Finance shall send the dossier to the competent state agencies specified in Clause 4, Article 34 of this Decree to seek the latter’s opinion on the to-be-adjusted contents to the investment project;

b/ Within 10 working days after receiving a valid dossier, the consulted agencies shall give opinions on to-be-adjusted contents of the project falling within the scope of their state management;

c/ Within 20 working days after receiving a valid dossier, the Ministry of Finance shall make an appraisal report on the adjusted contents of the investment project for submission to the Prime Minister;

d/ Within 5 working days after receiving the appraisal report from the Ministry of Finance, the Prime Minister shall consider and decide to approve the investment policy adjustment. The decision approving investment policy adjustment shall be sent to the Ministry of Finance, the investment registration agency and the investor, ministries and agencies related to the implementation of the investment project and the investor-approving agency (if any).

3. Adjustment of an investment project for which investment policy has been approved but investor selection has not yet been organised or no investor has been selected to implement the project:

a/ The competent state agency specified in Point a, Clause 5, Article 32 of this Decree shall prepare a dossier for adjustment of the investment project and send it to the Ministry of Finance.

The dossier must comprise: a written request for adjustment of the investment project; explanations about, or documents relating to, adjustment of the corresponding contents specified in Points d, e and h, Clause 1, or Points b and c, Clause 2, Article 32 of this Decree (if any);

b/ The order and procedures for adjustment of the investment project must comply with Clause 2 of this Article.

Article 53. Procedures for adjustment of investment projects subject to investment policy approval by Chairpersons of provincial-level People’s Committees

1. The investor shall submit 1 dossier set specified in Clause 1, Article 52 of this Decree, together with an electronic copy thereof, to the investment registration agency.

2. Procedures for adjustment of an investment project:

a/ Within 2 working days after receiving a valid dossier, the investment registration agency shall send the dossier to the competent state agencies specified in Point b, Clause 7, Article 35 of this Decree to seek the latter’s opinion on to-be-adjusted contents of the investment project;

b/ Within 7 working days after receiving the dossier, the consulted agencies shall give opinions on the to-be-adjusted contents of the project falling within the scope of their state management;

c/ Within 14 working days after receiving a valid dossier, the investment registration agency shall make an appraisal report on the to-be-adjusted contents of the investment project for submission to the Chairperson of the provincial-level People’s Committee;

d/ Within 3 working days after receiving the dossier and the appraisal report from the investment registration agency, the Chairperson of the provincial-level People’s Committee shall decide to approve the investment policy adjustment. The decision approving of investment policy adjustment shall be sent to the investment registration agency and the investor, the investor-approving agency in case of investor approval under Clause 3, Article 23 of the Law on Investment, and provincial-level departments and agencies related to the implementation of the investment project.

3. In case of adjustment of the schedule or operation duration of the investment project in the case specified in Clause 5, Article 28 of this Decree, or if the investor wishes to update information on the investment project location after rearrangement of administrative units and organisation of two-tier local administrations:

a/ The investor shall submit 1 dossier set, together with an electronic copy thereof, to the investment registration agency.

For the case of delayed land handover specified in Clause 5, Article 28 of this Decree, the dossier must comprise a written request of the investor; a copy of the land allocation decision, land lease decision or land repurposing decision or a copy of the land handover document issued by the competent state agency.

For the case of updating information on the investment project location after rearrangement of administrative units and organisation of two-tier local administrations, the dossier must comprise: a written request of the investor, covering explanations on the updating of such information;

b/ Within 2 working days after receiving a valid dossier, the investment registration agency shall send a report to the Chairperson of the provincial-level People’s Committee for the latter to consider and decide to approve investment policy adjustment without having to carry out the procedures specified in Clause 2 of this Article;

c/ Within 3 working days after receiving the dossier and the report from the investment registration agency, the Chairperson of the provincial-level People’s Committee shall decide to approve the investment policy adjustment. The decision approving investment policy adjustment shall be sent to the investment registration agency and the investor, the investor-approving agency in case of investor approval under Clause 3, Article 23 of the Law on Investment, and provincial-level departments and agencies related to the implementation of the investment project.

4. Adjustment of an investment project for which investment policy has been approved but investor selection has not yet been organised or no investor has been selected to implement the project:

a/ The competent state agency specified in Point b, Clause 5, Article 32 of this Decree shall prepare a dossier for adjustment of the investment project and send it to the investment registration agency.

The dossier must comprise: a written request for adjustment of the investment project; explanations about, or documents relating to, adjustment of the corresponding contents specified in Points d, e and h, Clause 1, or Points b and c, Clause 2, Article 32 of this Decree (if any);

b/ The order and procedures for adjustment of the investment project must comply with Clause 2 of this Article.

Article 54. Procedures for adjustment of investment projects subject to investment policy approval by Management Boards of industrial parks, export processing zones, hi-tech parks and economic zones

Procedures for adjustment of an investment project subject to investment policy approval by the Management Board of the industrial park, export processing zone, hi-tech park or economic zone as specified in Clause 4, Article 25 of the Law on Investment:

1. The investor shall submit 1 dossier set specified in Clause 1, Article 52 of this Decree, together with an electronic copy thereof, to the Management Board of the industrial park, export processing zone, hi-tech park or economic zone.

2. Within 2 working days after receiving a valid dossier, the Management Board of the industrial park, export processing zone, hi-tech park or economic zone shall send the dossier to the competent state agencies specified in Point b, Clause 10, Article 35 of this Decree to seek the latter’s opinion on to-be-adjusted contents of the investment project.

3. Within 7 working days after receiving the dossier, the consulted agencies shall give opinions on to-be-adjusted contents of the project falling within the scope of their state management.

4. Within 17 working days after receiving a valid dossier, the Management Board of the industrial park, export processing zone, hi-tech park or economic zone shall decide to approve the investment policy adjustment. The decision approving investment policy adjustment shall be sent to the investor and agencies related to the implementation of the investment project.

5. In case of adjustment of the schedule or operation duration of the investment project under Clause 5, Article 28 of this Decree, or if the investor wishes to update information on the investment project location after rearrangement of administrative units and organisation of two-tier local administrations:

a/ The investor shall submit 1 dossier set, together with an electronic copy thereof, to the Management Board of the industrial park, export processing zone, hi-tech park or economic zone.

For the case of delayed land handover specified in Clause 5, Article 28 of this Decree, the dossier must comprise: a written request of the investor; a copy of the land allocation decision, land lease decision or land repurposing decision or a copy of the land handover document issued by the competent state agency.

For the case of updating information on the investment project location after the rearrangement of administrative units and organisation of two-tier local administrations, the dossier must comprise: a written request of the investor, including explanations on the updating of this information;

b/ Within 5 working days after receiving a valid dossier, the Management Board of the industrial park, export processing zone, hi-tech park or economic zone shall decide to approve the investment policy adjustment. The decision approving investment policy adjustment shall be sent to the investor and agencies related to the implementation of the investment project.

6. Adjustment of an investment project for which investment policy has been approved but investor selection has not yet been organised or no investor has been selected to implement the project:

a/ The competent state agency specified in Point b, Clause 5, Article 32 of this Decree shall prepare a dossier for adjustment of the investment project and send it to the Management Board of the industrial park, export processing zone, hi-tech park or economic zone.

The dossier must comprise a written request for adjustment of the investment project; explanations about, or documents relating to, adjustment of the corresponding contents specified in Points d, e and h, Clause 1, or Points b and c, Clause 2, Article 32 of this Decree (if any);

b/ The order and procedures for adjustment of the investment project must comply with Clauses 1, 2, 3 and 4 of this Article.

Article 55. Procedures for adjustment of investor approval decisions

1. For a project for which the investor has been approved under Clause 3, Article 23 of the Law on Investment and which is not subject to investment policy approval, the investor shall carry out procedures for adjustment of the investor approval decision if the to-be-adjusted contents of the project fall into one of the corresponding cases specified in Clause 3, Article 51 of this Decree.

2. The competence, dossier, order and procedures for adjustment of investor approval decisions must correspondingly comply with Clauses 1 and 2, Article 53, or Clauses 1, 2, 3 and 4, Article 54, of this Decree.

Article 56. Procedures for adjustment of investment projects for which investment registration certificates have been issued and which are not subject to approval of investment policy adjustment

1. In case the adjustment of an investment project involves change of the name of the project or the name of the investor stated in the investment registration certificate, the schedule or operation duration of the investment project under Clause 5, Article 28 of this Decree, or if the investor wishes to update information on the investment project location after rearrangement of administrative units and organisation of two-tier local administrations:

a/ The investor shall submit 1 dossier set, together with an electronic copy thereof, to the investment registration agency:

In case of change of the name of the investment project or the name of the investor stated in the investment registration certificate, the dossier must comprise: a written request for adjustment of the investment project submitted to the investment registration agency, enclosed with documents relating to the change.

In case of adjustment of the schedule or operation duration of the investment project specified in Clause 5, Article 28 of this Decree, the dossier must comprise: a written request of the investor; a copy of the land allocation decision, land lease decision or land repurposing decision or a copy of the land handover document issued by the competent state agency.

In case of updating information on the investment project location after rearrangement of administrative units and organisation of two-tier local administrations, the dossier must comprise: a written request of the investor, including explanations about the updating of this information;

b/ Within 3 working days after receiving the request for adjustment of the investment registration certificate and relevant documents (if any), the investment registration agency shall modify the investment registration certificate for the investor.

2. In case the adjustment of an investment project does not fall into the cases specified in Clause 1 of this Article, the investor shall submit 1 dossier set specified in Clause 1, Article 52 of this Decree to the investment registration agency. Within 7 working days after receiving a valid dossier, the investment registration agency shall modify the investment registration certificate for the investor.

Article 57. Adjustment of investment projects in case investors transfer part or the whole of investment projects

1. The investor of an investment project may transfer part or the whole of the project to another investor when satisfying the conditions specified in Clause 1, Article 34 of the Law on Investment.

2. The investor-transferee may take over the rights and obligations to implement the investment project from the investor-transferor. In case income is generated from the transfer of the investment project, the investor-transferor shall perform financial obligations towards the State in accordance with law.

3. For a real estate business project, the investor that has been approved under Article 23 of the Law on Investment or issued an investment registration certificate shall carry out procedures for adjustment of the investment project upon project transfer under this Article and shall comply with the principles, conditions, rights and obligations of the transferor and the transferee in accordance with the law on real estate business.

4. For a real estate business project not falling into the case specified in Clause 3 of this Article, the competence, procedures, conditions and dossier for grant of permission for transfer of part or the whole of the real estate business project must comply with the law on real estate business.

5. A dossier of request for adjustment of an investment project must comprise:

a/ A written request for adjustment of the investment project;

b/ A report on the implementation of the investment project up to the time of transfer;

c/ A contract or an in-principle contract on the transfer of part or the whole of the investment project;

d/ Documents on the legal status of the investor-transferor and the investor-transferee;

dd/ A copy of the investment registration certificate; the decision approving investment policy; and the decision on investor approval (if any);

e/ A copy of the BCC, for an investment project implemented under a BCC contract;

g/ A copy of one of the following documents of the investor as transferee: the financial statements for the latest 2 years or the investor’s equity audit report; commitment on financial support from the parent company; commitment on financial support from a financial institution; guarantee of the investor’s financial capacity; or documents explaining the investor’s financial capacity.

6. For an investment project for which investment policy has been approved concurrently with investor approval, if the investor transfers the whole of the investment project before the project is put into operation, or there is a change in conditions applicable to the investor, procedures for adjustment of the project are as follows:

a/ The investor-transferor shall submit 1 dossier set, together with an electronic copy thereof, as specified in Clause 5 of this Article to the Ministry of Finance or to the investment registration agency corresponding to the competence to approve investment policy for the project;

b/ The agency specified in Point a of this Clause shall consider the conditions for transfer of the investment project specified in Clause 1, Article 34 of the Law on Investment in order to decide on adjustment of the investment project under the corresponding provisions of Articles 52, 53 and 54 of this Decree. The decision approving investment policy adjustment must state the investor-transferor and the investor-transferee, and the transferred part of the project (if any), and shall be sent to the investment registration agency, the investor-transferor and the investor-transferee.

7. For an investment project for which investment policy has been approved, if the transfer of the project leads to a change in the contents of investment policy approval in one of the cases specified in Points a, b, c and d, Clause 3, Article 33 of the Law on Investment, the investor-transferor shall carry out procedures for adjustment of the project under the corresponding provisions of Points a and b, Clause 6 of this Article, except the case specified in Clause 10 of this Article.

8. For an investment project for which investment policy has been approved and a decision on investor approval has been issued, if the project transfer does not lead to a change in the contents of investment policy approval in one of the cases specified in Points a, b, c and d, Clause 3, Article 33 of the Law on Investment, the investor-transferor is not required to carry out procedures for approval of investment policy adjustment but shall carry out procedures for adjustment of the decision on investor approval as follows:

a/ The investor-transferor shall submit 1 dossier set specified in Clause 5 of this Article, together with an electronic copy thereof, to the investment registration agency, in which the written request for adjustment of the investment project is replaced with a written request for approval of change of investor;

b/ Within 2 working days after receiving a valid dossier, the investment registration agency shall send the dossier to the competent state agencies specified in Point b, Clause 6, Article 35 of this Decree to seek the latter’s opinion on to-be-adjusted contents of the investment project;

c/ Within 7 working days after receiving the dossier, the consulted agencies shall give opinions on to-be-adjusted contents of the project falling within the scope of their state management;

d/ Within 14 working days after receiving a valid dossier, the investment registration agency shall make an appraisal report on the contents specified in Points b, c, d and e, Clause 8, Article 32 of this Decree;

dd/ Within 3 working days after receiving the dossier and the appraisal report from the investment registration agency, the Chairperson of the provincial-level People’s Committee or the Management Board of the economic zone shall decide to approve the change of investor.

The decision approving investment policy adjustment shall be sent to the investment registration agency and the investor, the investor-approving agency in case of investor approval under Clause 3, Article 23 of the Law on Investment, provincial-level departments and agencies related to the implementation of the investment project, and the investor-transferor and the investor-transferee.

9. For an investment project for which the investor has been approved and which is not subject to investment policy approval, if the transfer of the project results in the project falling into the case specified in Clause 3, Article 51 of this Decree, the investor shall submit 1 dossier set specified in Clause 5 of this Article, together with an electronic copy thereof, to the investment registration agency to carry out procedures for adjustment of the decision on investor approval under Article 55 of this Decree.

10. For an investment project for which investment policy has been approved and which has been put into operation, the investor is not required to carry out procedures for approval of investment policy adjustment upon project transfer.

11. For an investment project for which an investment registration certificate has been issued and which is not subject to investment policy approval, or for which investment policy has been approved but which does not fall into the case specified in Clause 3, Article 33 of the Law on Investment, procedures for adjustment of the project are as follows:

a/ The investor-transferor shall submit 1 dossier set specified in Clause 5 of this Article to the investment registration agency;

b/ The investment registration agency shall consider the conditions for transfer of the investment project specified in Clause 1, Article 34 of the Law on Investment in order to adjust the investment project under Article 56 of this Decree. The modified investment registration certificate shall be sent to the investor-transferor and the investor-transferee.

12. Procedures for adjustment of an investment project in case a foreign investor is the investor-transferee and establishes an economic organisation to implement the investment project:

a/ The investor-transferor shall carry out procedures for adjustment of the investment project under the relevant provisions of Clauses 6, 7, 8, 9 and 11 of this Article;

b/ After completing the procedures specified in Point a of this Clause, the foreign investor-transferee shall carry out procedures for establishment of an economic organisation in accordance with the law on enterprises corresponding to each type of economic organisation. From the date of issuance of the enterprise registration certificate or another paper of equivalent legal validity, the economic organisation established by the foreign investor shall act as the investor implementing the investment project.

Article 58. Adjustment of investment projects being collateral upon transfer

1. A credit institution or an organisation or individual accepting collateral being an investment project (below referred to as the secured party) may transfer such investment project.

2. The investor-transferee of the investment project may take over the rights and obligations to implement the investment project from the investor-transferor under the conditions specified in the project transfer contract and relevant laws.

3. The secured party or the investor-transferor shall prepare a dossier of request for adjustment of the investment project, comprising:

a/ A written request for adjustment of the investment project;

b/ The investment project transfer contract between the secured party and the investor-transferee;

c/ The loan contract or the credit extension contract or the debt purchase and sale contract (if any);

d/ The contract or document certifying the secured transaction (if any);

dd/ The written confirmation of successful auction in case the secured party or civil judgment enforcement agency sells the collateral by auction (if any);

e/ Documents on the legal status of the investor-transferor and the investor-transferee;

g/ A copy of the investment registration certificate; the decision approving investment policy; and the decision on investor approval (if any);

h/ A copy of one of the following documents of the investor-transferee: the financial statements for the latest 2 years or the investor’s equity audit report; commitment on financial support from the parent company; commitment on financial support from a financial institution; guarantee of the investor’s financial capacity; or documents explaining the investor’s financial capacity;

i/ The written confirmation by the secured party of the legal status of the collateral.

4. Procedures for adjustment of an investment project being collateral upon transfer:

a/ For an investment project for which investment policy has been approved concurrently with investor approval, if the transfer of the whole of the investment project falls into the case specified in Point dd, Clause 3, Article 33 of the Law on Investment, the secured party or the investor-transferee shall submit the dossier specified in Clause 3 of this Article and carry out procedures for adjustment of the project under the relevant provisions of Articles 52, 53 and 54 of this Decree;

b/ For an investment project for which investment policy has been approved, if the transfer of the project leads to a change in the contents of investment policy approval in one of the cases specified in Points a, b, c and d, Clause 3, Article 33 of the Law on Investment, procedures for adjustment of the project upon transfer must comply with the relevant provisions of Articles 52, 53 and 54 of this Decree, except the case specified in Clause 5 of this Article;

c/ For an investment project for which investment policy has been approved, if the transfer of the project does not lead to a change in the contents of investment policy approval in one of the cases specified in Points a, b, c and d, Clause 3, Article 33 of the Law on Investment, the procedures for approval of investment policy adjustment are not required. The secured party or the investor-transferee shall carry out procedures for adjustment of the decision on investor approval under the relevant provisions of Clause 8, Article 57 of this Decree;

d/ For an investment project for which the investor has been approved and which is not subject to investment policy approval, if the transfer of the investment project results in the project falling into the case specified in Clause 3, Article 51 of this Decree, the investor shall submit 1 dossier set specified in Clause 3 of this Article, together with an electronic copy thereof, to the investment registration agency to carry out procedures for adjustment of the decision on investor approval under Article 55 of this Decree;

dd/ For an investment project for which an investment registration certificate has been issued and which is not subject to investment policy approval, or for which investment policy has been approved but which does not fall into the case specified in Clause 3, Article 33 of the Law on Investment, the secured party or the investor-transferee shall submit 1 dossier set specified in Clause 3 of this Article to the investment registration agency to carry out procedures for adjustment of the project under the relevant provisions of Article 56 of this Decree.

5. For an investment project for which investment policy has been approved and which has been put into operation, the procedures for approval of investment policy adjustment are not required upon the transfer of the project.

6. If wishing to receive and implement the investment project, the secured party shall prepare a dossier and carry out procedures for adjustment of the investment project under the relevant provisions of Articles 52, 53, 54 and 56 of this Decree; in this case, the dossier of request for adjustment of the investment project must additionally include the contract or the written confirmation of the secured transaction; the credit contract or the deed of debt acknowledgment; and the written confirmation by the secured party of the legal status of the collateral.

7. In case a foreign investor or an economic organisation specified in Points a, b and c, Clause 1, Article 20 of the Law on Investment acquires the investment project and establishes an economic organisation to implement the investment project, the procedures for adjustment of the investment project must comply with the relevant provisions of Articles 52, 53, 54 and 56 of this Decree, after which the economic organisation shall be established in accordance with the law on enterprises corresponding to each type of economic organisation. The investor-transferee must satisfy the conditions specified in Clause 2, Article 21 of the Law on Investment.

8. For an investment project implemented before the effective date of the Law on Investment, the procedures for adjustment of the project must comply with Article 102 of this Decree.

Article 59. Adjustment of investment projects in case of separation, splitting or merger of investment projects

1. An investor may adjust its/his/her investment project in the following forms:

a/ Separating or splitting an ongoing investment project of the investor (below referred to as the separated or split project) into two or more projects;

b/ Merging one or several of investment projects of the investor (below referred to as the merged project) into one investment project of the investor (below referred to as the merging project).

2. The separation, splitting or merger of investment projects in the forms specified in Clause 1 of this Article must satisfy the following conditions:

a/ Land use conditions in accordance with the land law, business investment conditions (if any), and other conditions as prescribed by law;

b/ The conditions applicable to the investor (if any) in the decision approving investment policy or the investment registration certificate are not changed before the separation, splitting or merger of investment projects is carried out.

3. Procedures for adjustment of investment projects in case of separation, splitting or merger of projects:

a/ For an investment project for which investment policy has been approved, the investor shall submit 1 dossier set, together with an electronic copy thereof, to the Ministry of Finance or to the investment registration agency corresponding to the competence to approve investment policy for the project.

The dossier must comprise: a written request for adjustment of the investment project; a report on the implementation of the investment project up to the time of separation, splitting or merger of the investment project; the investor’s decision on separation, splitting or merger of the investment project or another document of equivalent legal validity; documents on the legal status of the investor; a copy of the investment registration certificate or decision investment policy approval (if any); a copy of the decision on investor approval (if any); explanations about, or documents relating to, adjustment of the contents specified in Points b, c, d, dd, e, g and h, Clause 1, Article 32 of this Decree (if any);

b/ The agency specified in Point a of this Clause shall consider the conditions for separation, splitting or merger of investment projects specified in Clause 2 of this Article in order to carry out procedures for adjustment of the investment project under the relevant provisions of Articles 52, 53 and 54 of this Decree. The decision approving investment policy adjustment shall be sent to the investment registration agency and the investor;

c/ For an investment project for which the investor has been approved and which is not subject to investment policy approval, if the separation, splitting or merger of the investment project results in the project falling into the case specified in Clause 3, Article 33 of the Law on Investment, the investor shall submit 1 dossier set specified in Point a of this Clause, together with an electronic copy thereof, to the investment registration agency. The investment registration agency shall consider the conditions for separation, splitting or merger of investment projects specified in Clause 2 of this Article in order to carry out procedures for adjustment of the decision on investor approval under Article 55 of this Decree;

d/ For an investment project for which an investment registration certificate has been issued and which is not subject to investment policy approval, or for which investment policy has been approved and which does not fall into the case specified in Clause 3, Article 33 of the Law on Investment, the investor shall submit 1 dossier set specified in Point a of this Clause to the investment registration agency. The investment registration agency shall consider the conditions for separation, splitting or merger of investment projects specified in Clause 2 of this Article in order to carry out procedures for adjustment of the investment project under Article 56 of this Decree. The modified investment registration certificate shall be sent to the investor.

Article 60. Adjustment of investment projects in case of separation, splitting, consolidation, merger or transformation of economic organisations; establishment of economic organisations to implement investment projects

1. An economic organisation formed from the separation, splitting, consolidation, merger or transformation of economic organisation (below collectively referred to as reorganisation) may take over and continue to exercise the rights and perform the obligations of the reorganised economic organisation with respect to the investment project implemented by the reorganised economic organisation before the reorganisation in accordance with the laws on enterprises and land and other relevant laws.

2. The investor shall decide on the reorganisation and the handling of assets, rights and obligations related to the investment project in accordance with the law on enterprises and other relevant laws. After completing procedures for reorganisation and handling of assets, rights and obligations related to the investment project, the investor shall prepare a dossier of request for adjustment of the investment project. The dossier must comprise:

a/ A written request for adjustment of the investment project;

b/ Documents on the legal status of the economic organisation after the reorganisation;

c/ A copy of the resolution or decision of the investor being the reorganised economic organisation on the reorganisation, which has contents on the handling of assets, rights and obligations related to the investment project;

d/ Explanations about, or documents relating to, adjustment of the contents specified in Points b, c, d, dd, e, g and h, Clause 1, Article 32 of this Decree (if any);

dd/ A copy of the investment registration certificate, decision on investment policy approval, or decision on investor approval (if any).

3. For an investment project for which investment policy has been approved, if adjustment of the investment project upon reorganisation results in a change in the contents of investment policy approval in one of the cases specified in Clause 3, Article 33 of the Law on Investment, the investor shall submit 1 dossier set specified in Clause 2 of this Article, together with an electronic copy thereof, to the Ministry of Finance, or 1 dossier set specified in Clause 2 of this Article, together with an electronic copy thereof, to the investment registration agency, corresponding to the competence to approve investment policy for the project, for adjustment of the investment project under the relevant provisions of Articles 52, 53 and 54 of this Decree. The decision approving investment policy adjustment shall be sent to the investor and the investment registration agency.

4. For an investment project for which the investor has been approved and which is not subject to investment policy approval, if the adjustment of the investment project upon reorganisation results in the project falling into the case specified in Clause 3, Article 33 of the Law on Investment, the investor shall submit 1 dossier set specified in Clause 2 of this Article, together with an electronic copy thereof, to the investment registration agency to carry out procedures for adjustment of the decision on investor approval under Article 55 of this Decree.

5. For an investment project for which an investment registration certificate has been issued and which is not subject to investment policy approval, or for which investment policy has been approved but which does not fall into the case specified in Clause 3, Article 33 of the Law on Investment, the investor shall submit 1 dossier set specified in Clause 2 of this Article to the investment registration agency for adjustment of the project under Article 56 of this Decree. The modified investment registration certificate shall be sent to the investor.

6. An economic organisation formed on the basis of reorganisation and having its member or shareholder being a foreign investor or an economic organisation specified in Point a, b or c, Clause 1, Article 20 of the Law on Investment must satisfy the conditions specified in Clause 2, Article 21 of the Law on Investment, and shall comply with the following provisions:

a/ In case the economic organisation formed on the basis of reorganisation continues to implement part or the whole of the investment project implemented by the reorganised economic organisation before the reorganisation, the procedures for adjustment of the investment project must comply with Clauses 3 and 4 of this Article;

b/ In case the economic organisation formed on the basis of reorganisation does not acquire and implement part or the whole of the investment project and falls into one of the cases specified in Points a, b and c, Clause 1, Article 20 of the Law on Investment, the dossier for enterprise reorganisation must contain a commitment to satisfying market access conditions applicable to foreign investors in accordance with law.

The economic organisation formed on the basis of reorganisation under this Point shall comply with Clause 4, Article 72 of this Decree.

7. Establishment of economic organisations to implement investment projects

a/ An investor may establish an economic organisation to implement an investment project for which investment policy has been approved, the investor has been approved or an investment registration certificate has been issued;

b/ The economic organisation established by the investor under Clause 1 of this Article must have 100% of charter capital held by the investor, satisfy the conditions for land allocation or land lease in accordance with the land law and the conditions for establishment, management organisation, operation and dissolution prescribed by law corresponding to each type of economic organisation, and the laws on investment, enterprises, land and real estate business and specialised laws;

c/ The economic organisation may take over and continue to exercise rights and perform obligations of the investor with respect to the investment project and may be allocated or leased land by the State to implement a land-using investment project in accordance with the land law.

Land allocation or land lease in this case must follow the order and procedures for land allocation or land lease without auction of land use rights or without bidding for investor selection to implement land-using projects in accordance with the land law;

d/ The investor establishing the economic organisation shall carry out procedures for adjustment of the investment project under the corresponding provisions of Clauses 3, 4 or 5 of this Article.

Article 61. Adjustment of investment projects in case of use of land use rights and land-attached assets of investment projects as capital contributions to enterprises

1. Investors may use land use rights and land-attached assets of investment projects as capital contributions to establish economic organisations or as capital contributions to enterprises in accordance with the land law, the law on enterprises and other relevant laws.

2. The capital contribution specified in Clause 1 of this Article must satisfy the following conditions:

a/ The conditions prescribed by the land law regarding the rights and obligations of land users and owners of land-attached assets; rights and obligations of recipients of land use rights and land-attached assets as capital contributions; and conditions for making and receiving land use rights and land-attached assets as capital contributions;

b/ The conditions prescribed by the laws on construction, housing and real estate business (if any);

c/ The conditions specified in the decision on investment policy approval, decision on investor approval, investment registration certificate, or agreement between the competent agency and the investor (if any);

d/ The conditions for making and receiving assets of enterprises as capital contributions of which 100% of charter capital is held by the State in accordance with the law on management and use of state capital invested in production and business at enterprises, the law on management and use of public assets, and other relevant laws;

dd/ The conditions for contribution of capital, purchase of shares or purchase of capital contributions under Clause 2, Article 21 of the Law on Investment and Articles 15, 16 and 17 of this Decree, applicable to foreign investors and economic organisations specified in Points a, b and c, Clause 1, Article 20 of the Law on Investment;

e/ The condition on fulfilment of financial obligations towards the State (if any) in accordance with law.

3. The investor making the capital contribution shall prepare a dossier for adjustment of the investment project, comprising:

a/ A written request for adjustment of the investment project;

b/ A report on the implementation of the investment project up to the time of capital contribution;

c/ An agreement of shareholders or members on the use of land use rights and land-attached assets of the investment project as capital contributions to establish an enterprise or to additionally contribute charter capital to an operating enterprise;

d/ Documents on the legal status of the investor making the capital contribution and the investor receiving the capital contribution;

dd/ A copy of the investment registration certificate, decision on investment policy approval, or decision on investor approval (if any) of the capital contributor;

e/ Information on documents proving land use rights for the competent state agency to look up on the database, or a copy of the certificate of land use rights, certificate of ownership of houses and residential land use rights, or certificate of land use rights and ownership of houses and other land-attached assets.

4. Procedures for use of land use rights and land-attached assets of an investment project to contribute capital to establish an enterprise or to contribute capital to an enterprise:

a/ The registration for establishment of an enterprise or contribution of capital to an enterprise must comply with the law on enterprises;

b/ The capital-contributing investor shall submit the dossier specified in Clause 3 of this Article and carry out procedures for adjustment of the investment project under Clauses 5 and 6 of this Article. The transfer of ownership of assets contributed as capital by members or shareholders to the enterprise must comply with the law on enterprises and other relevant laws.

5. For an investment project for which investment policy has been approved, if the capital contribution results in a change in the contents of the decision on investment policy approval in one of the cases specified in Clause 3, Article 33 of the Law on Investment, the capital-contributing investor shall submit 1 dossier set specified in Clause 3 of this Article, together with an electronic copy thereof, to the Ministry of Finance, or 1 dossier set specified in Clause 3 of this Article, together with an electronic copy thereof, to the investment registration agency, to carry out procedures for adjustment of the project under the corresponding provisions of Articles 52, 53 and 54 of this Decree.

In case of contribution of part of the land use rights and land-attached assets not falling into one of the cases specified in Clause 3, Article 33 of the Law on Investment, the capital-contributing investor is not required to carry out procedures for approval of investment policy adjustment.

6. For an investment project for which the investor has been approved and which is not subject to investment policy approval, if the capital contribution results in the project falling into the case specified in Clause 3, Article 33 of the Law on Investment, the capital-contributing investor shall submit 1 dossier set specified in Clause 3 of this Article, together with an electronic copy thereof, to the investment registration agency to carry out procedures for adjustment of the decision on investor approval under Article 55 of this Decree.

7. For an investment project for which an investment registration certificate has been issued and which is not subject to investment policy approval, or for which investment policy has been approved but which does not fall into the case specified in Clause 3, Article 33 of the Law on Investment, if the capital contribution results in a change in the contents of the investment registration certificate, the capital-contributing investor shall submit 1 dossier set specified in Clause 3 of this Article to the investment registration agency to carry out procedures for adjustment of the project under the corresponding provisions of Article 56 of this Decree.

8. In case of establishment of an economic organisation to implement an investment project for which investment policy has been approved or an investment registration certificate has been issued, the investor and such economic organisation must satisfy the conditions specified in Clause 2 of this Article. The economic organisation established by the investor may take over the rights and obligations to implement the investment project from such investor. The investor establishing the economic organisation shall carry out procedures for adjustment of the investment project under the corresponding provisions of Clauses 5, 6 or 7 of this Article.

Article 62. Adjustment of investment projects in case of use of land use rights and land-attached assets of investment projects for business cooperation

1. Investors may use land use rights and land-attached assets of investment projects for business cooperation.

2. Business cooperation specified in Clause 1 of this Article must satisfy the following conditions:

a/ The conditions specified in Clause 2, Article 61 of this Decree;

b/ The conditions for business cooperation prescribed by relevant laws (if any).

3. An investor that enters into business cooperation under Clause 1 of this Article shall prepare a dossier for adjustment of the investment project, comprising:

a/ A written request for adjustment of the investment project;

b/ A report on the implementation of the investment project up to the time of business cooperation;

c/ A copy of the business cooperation contract;

d/ Documents on the legal status of the parties to business cooperation;

dd/ A copy of the investment registration certificate or decision on investment policy approval, or decision on investor approval (if any) of the investor using land use rights and land-attached assets of the investment project for business cooperation;

e/ Information on documents proving land use rights for the competent state agency to look up on the database, or a copy of the certificate of land use rights, certificate of ownership of houses and residential land use rights, or certificate of land use rights and ownership of houses and other land-attached assets;

g/ A copy of one of the following documents of each party to business cooperation: the financial statements for the latest 2 years or the investor’s equity audit report; commitment on financial support from the parent company; commitment on financial support from a financial institution; guarantee of the investor’s financial capacity; or documents explaining the investor’s financial capacity.

4. Procedures for use of land use rights and land-attached assets of an investment project for business cooperation:

a/ In case the business cooperation results in a change in the contents of the investment registration certificate or decision on investor approval, or results in a change in the contents of the decision on investment policy approval, making the project fall into one of the cases specified in Clause 3, Article 33 of the Law on Investment, the investor shall submit 1 dossier set specified in Clause 3 of this Article, together with an electronic copy thereof, to the Ministry of Finance or the investment registration agency to carry out procedures for adjustment of the investment project under the relevant provisions of Articles 52, 53, 54, 55 and 56 of this Decree;

b/ In case the business cooperation does not result in a change in the contents of the investment registration certificate or decision on investor approval, or does not result in a change in the contents of the decision on investment policy approval in one of the cases specified in Clause 3, Article 33 of the Law on Investment, the investor using land use rights and land-attached assets for business cooperation is not required to carry out procedures for adjustment of the investment project specified in Point a of this Clause.

5. For a business cooperation contract signed between foreign investors or between a domestic investor and a foreign investor, the investor using land use rights and land-attached assets of the investment project for business cooperation shall carry out procedures for adjustment of the investment project under the relevant provisions of Articles 52, 53 and 54 of this Decree in case the business cooperation results in a change in the contents of the decision on investment policy approval in one of the cases specified in Clause 3, Article 33 of the Law on Investment, and shall adjust the investment registration certificate under Article 56 of this Decree. In case an investment registration certificate has not yet been issued for such investment project, the investor shall carry out procedures for issuance of an investment registration certificate under this Decree.

Article 63. Adjustment of investment projects under court or arbitral judgments or rulings

1. For an investment project required to be adjusted under a legally effective court or arbitral judgment or ruling, the investor shall, based on such judgment or ruling, adjust and continue implementing the investment project.

2. The investor having an investment project required to be adjusted under Clause 1 of this Article shall prepare a dossier of request for adjustment of the investment project, comprising:

a/ A written request for adjustment of the investment project;

b/ A copy of the document on the legal status of the investor;

c/ A copy of the legally effective court or arbitral judgment or ruling;

d/ A copy of the investment registration certificate; decision on investment policy approval; and decision on investor approval (if any).

3. For an investment project for which investment policy or the investor has been approved, procedures for adjustment of the project are as follows:

a/ The investor having an investment project required to be adjusted under a legally effective court or arbitral judgment or ruling shall submit 1 dossier set specified in Clause 2 of this Article to the Ministry of Finance or the investment registration agency corresponding to the competence to approve investment policy for the project;

b/ Within 7 working days after receiving the dossier, the Ministry of Finance or the investment registration agency shall, based on the legally effective court or arbitral judgment or ruling, propose the investment policy-approving agency to adjust the decision on investment policy approval. Within 5 working days after receiving the request of the Ministry of Finance or the investment registration agency, the investment policy-approving agency shall adjust the decision on investment policy approval.

Based on the decision approving investment policy adjustment, the investor-approving agency shall adjust the decision on investor approval (if any) and the investment registration agency shall adjust the investment registration certificate (if any). The decision approving investment policy adjustment, decision approving change of investor or modified investment registration certificate shall be sent to the court or arbitration body that issued the judgment or ruling, the judgment enforcement agency and the investor.

4. For an investment project for which an investment registration certificate has been issued and which is not subject to investment policy approval, or for which investment policy has been approved but which does not fall into the case specified in Clause 3, Article 33 of the Law on Investment, the procedures for adjustment of the project are as follows:

a/ The investor having an investment project required to be adjusted under a legally effective court or arbitral judgment or ruling shall submit 1 dossier set specified in Clause 2 of this Article to the investment registration agency;

b/ Within 5 working days after receiving the dossier, the investment registration agency shall, based on the legally effective court or arbitral judgment or ruling, carry out procedures for modification of the investment registration certificate. The modified investment registration certificate shall be sent to the court or arbitration body that issued the judgment or ruling, the judgment enforcement agency and the investor.

5. In case the investor fails to carry out procedures for adjustment of the investment project under a legally effective court or arbitral judgment or ruling, the civil judgment enforcement agency and organisations or individuals having rights and obligations related to such investment project may request the competent state agency to approve investment policy or the investment registration agency to carry out procedures for adjustment of the investment project under the corresponding provisions of Clauses 3 and 4 of this Article.

Article 64. Adjustment and extension of the operation duration of investment projects

1. Investors may adjust the operation duration of their investment projects in accordance with Clause 4, Article 31 and Point d, Clause 3, Article 33 of the Law on Investment and shall carry out the procedures for adjustment of the operation duration of investment projects according to the corresponding provisions in Articles 52, 53, 54, 55 and 56 of this Decree.

2. Procedures for extension of the operation duration of an investment project under Point b, Clause 8, and Clause 9, Article 28 of this Decree:

a/ In case the investment project’s investment policy has been approved, the investor shall submit 1 set of dossier, together with an electronic copy thereof, to the Ministry of Finance or the investment registration agency corresponding to the competence to approve investment policy of the project.

The dossier must comprise: a written request for extension of the operation duration of the investment project; a report on project implementation up to the time of dossier submission; information on documents proving land use rights for the competent state agency to look up in the database or a land use rights certificate or papers of equivalent legal validity; documents proving the investor’s financial capacity, which may be any of the following documents: the investor’s financial statements of the last 2 years; financial support commitment of the parent company; financial support commitment of a financial institution; guarantee for the investor’s financial capacity; or another document proving the investor’s financial capacity; and a written assessment of the technology used in the investment project, for the projects specified in Clause 15, Article 28 of this Decree, issued by a competent state agency in accordance with Clause 16, Article 28 of this Decree;

b/ Within 2 working days after receiving a valid dossier specified in Point a of this Clause, the Ministry of Finance or the investment registration agency shall forward the dossier to the land management agency and related agencies to collect the latter’s opinions on the satisfaction of the conditions specified in Clause 5, Article 31 of the Law on Investment and Clauses 9 and 15, Article 28 of this Decree;

c/ Within 7 working days after receiving the dossier, the consulted agencies shall give their opinions on the satisfaction of the conditions specified in Clause 5, Article 31 of the Law on Investment and Clauses 9 and 15, Article 28 of this Decree;

d/ Within 14 working days after receiving a valid dossier, the Ministry of Finance or the investment registration agency shall consider the conditions for extension of the operation duration of the investment project specified in Clause 5, Article 31 of the Law on Investment and Clauses 9 and 15, Article 28 of this Decree to prepare an appraisal report for submission to the investment policy-approving agency;

dd/ Within 3 working days after receiving the report from the Ministry of Finance or the investment registration agency, the investment policy-approving agency shall decide on extension of the operation duration of the investment project;

e/ In case the investment project’s investor has been approved and the project is not subject to investment policy approval, the investor shall submit 1 set of dossier specified in Point a of this Clause, together with an electronic copy thereof, to the investment registration agency. The investment registration agency shall carry out the procedures according to the corresponding provisions in Points b, c, d and dd of this Clause to extend the operation duration of the investment project;

g/ In case the investment project has been issued an investment registration certificate and is not subject to investment policy approval, the investor shall submit 1 set of dossier specified in Point a of this Clause, together with an electronic copy thereof, to the investment registration agency. The investment registration agency shall carry out the procedures according to the corresponding provisions in Points b, c, d and dd of this Clause to extend the operation duration of the investment project.

3. For a land-using investment project, at least 12 months before the operation duration of the project expires, the investor shall carry out the procedures for extension of the operation duration of the investment project in accordance with Clause 2 of this Article.

Section 6

PROCEDURES FOR CESSATION OR TERMINATION OF INVESTMENT PROJECTS

Article 65. Conditions and procedures for cessation of investment projects

1. Investment projects shall cease operation in the cases specified in Clauses 1, 2 and 3, Article 35 of the Law on Investment.

2. The total duration of cessation of an investment project must not exceed 12 months. In case an investment project ceases its operation according to a court judgment or ruling, an effective arbitral award or a decision of the state management agency in charge of investment, the duration of cessation of the investment project shall be determined in accordance with such court judgment or ruling, arbitral award or decision of the state management agency in charge of investment. In case such document does not specify the duration of cessation of the investment project, the total duration of cessation must not exceed the duration specified in this Clause.

3. The cessation of an investment project shall be carried out in accordance with the following procedures:

a/ In case of deciding to cease the operation of the investment project under Clause 1, Article 35 of the Law on Investment, the investor shall send a notice thereof to the investment registration agency within 5 working days after making the decision. Within 3 working days after receiving the investor’s notice, the investment registration agency shall acknowledge and notify the cessation of the investment project to related agencies;

b/ In case the state management agency in charge of investment decides to cease the operation of the investment project, such agency shall, based on the opinions of the competent state agencies on the cases specified in Clause 2, Article 35 of the Law on Investment, decide to cease the whole or part of the project and notify thereof to related agencies and the investor. The state management agency in charge of investment or the competent agencies in charge of the sectors specified in Points a, b, c and dd, Clause 2, Article 35 of the Law on Investment shall prepare the minutes before deciding to cease the whole or part of the investment project. In case of cessation of the investment project under a court judgment or ruling or an arbitral award, the state management agency in charge of investment shall, based on the legally effective court judgment or ruling or the legally effective arbitral award, decide to cease the whole or part of the investment project;

c/ In case the investment project causes harms to or is likely to cause harms to national defence and security or the environment, the provincial-level People’s Committee shall notify thereof in writing to the Ministry of Finance. The notice must include information on the investor implementing the project; objectives, location, content, and the course of implementation of the project; assessment of the impacts or potential impacts of the project on national defence and security; and recommendations on cessation of the whole or part of the investment project. Based on the proposal of the provincial-level People’s Committee, the Ministry of Finance shall consult the Ministry of National Defence and the Ministry of Public Security (on national defence and security matters) and the Ministry of Agriculture and Environment (on environmental matters) to submit to the Prime Minister for decision on cessation of the whole or part of the investment project.

Article 66. Conditions and procedures for termination of investment projects

1. Investment projects shall terminate operation in the cases specified in Clauses 1 and 2, Article 36 of the Law on Investment.

2. The termination of an investment project shall be carried out in accordance with the following procedures:

a/ In case of deciding to terminate the investment project under Point a, Clause 1, Article 36 of the Law on Investment, the investor shall notify thereof and send the decision on termination of the investment project, the decision on investment policy approval (if any) and the investment registration certificate (if any) to the investment registration agency within 15 working days after making the decision. Within 3 working days after receiving the documents specified in this Clause, the investment registration agency shall notify the termination of the investment project to related agencies;

b/ In case of terminating the investment project under the conditions stated in a contract or enterprise charter or when the project’s operation duration expires under Points b and c, Clause 1, Article 36 of the Law on Investment, the investor shall notify and return the decision on investment policy approval (if any) and the investment registration certificate (if any), together with a copy of the document acknowledging the termination of the investment project, to the investment registration agency within 15 working days after the investment project is terminated. Within 3 working days after receiving the documents specified in this Clause, the investment registration agency shall notify the termination of the investment project to related agencies;

c/ In case of terminating the investment project under Clause 2, Article 36 of the Law on Investment, the investment registration agency shall decide to terminate the investment project and concurrently revoke the decision on investment policy approval (if any) and the investment registration certificate, for investment projects that have been issued investment registration certificates;

d/ The decision on investment policy approval (if any) and the investment registration certificate (if any) shall cease to be effective on the effective date of the decision on termination of the investment project.

3. For an investment project operating under an investment certificate (which is concurrently a business registration certificate) or an investment licence, the investment registration agency shall decide to terminate the investment project without revoking the investment certificate (which is concurrently the business registration certificate) or the investment licence. In this case, the business registration contents of the investment certificate (which is concurrently the business registration certificate) or the investment licence remain effective.

In case the enterprise has its business registration certificate revoked in accordance with the law on enterprises, the business registration agency shall carry out procedures to annul the business registration contents of the investment certificate (which is concurrently the business registration certificate); the investment project's contents not annulled remain effective.

4. In case an investor fails to carry out the procedures for termination of its investment project under Point b, Clause 2 of this Article, the investment registration agency shall carry out the procedures for termination of the investment project under Point c, Clause 2 of this Article.

5. In case of terminating an investment project under Points a, c and e, Clause 2, Article 36 of the Law on Investment, the investment registration agency shall prepare the minutes before deciding to terminate the investment project. In case of terminating an investment project under Point dd, Clause 2, Article 36 of the Law on Investment, the investment registration agency shall decide to terminate the investment project after a land recovery decision is issued.

6. In case an investor or the investment registration agency decides to terminate part of an investment project under Clauses 1 and 2, Article 36 of the Law on Investment, the investor may continue to implement the part of the project that is not subject to termination and shall concurrently carry out procedures to adjust the investment project according to the corresponding provisions in Articles 52, 53, 54, 55 and 56 of this Decree.

7. In case of terminating an investment project and the concerned economic organisation at the same time, the investment project shall terminate its operation in accordance with this Article and the investor shall carry out procedures to terminate the operation of the economic organisation in accordance with the law corresponding to each type of economic organisation.

8. Liquidation of an investment project terminating its operation:

a/ The investor shall itself/himself/herself liquidate the investment project in accordance with the law on asset liquidation;

b/ In case the project uses land allocated, leased or permitted for repurposing by the State, the handling of land use rights and land-attached assets must comply with the land law and other relevant laws;

c/ In the course of liquidating the investment project, if the investor as an economic organisation is dissolved or falls into a state of bankruptcy, the liquidation of the investment project must comply with the law on dissolution and bankruptcy of economic organisations.

Article 67. Termination of investment projects in case investment registration agencies cannot contact investors

1. In case an investment project ceases its operation and the investment registration agency cannot contact the investor or its/his/her lawful representative, the investment registration agency shall:

a/ Make a minutes to acknowledge the cessation of the investment project and the inability to contact the investor;

b/ Send a document requesting the investor to contact the investment registration agency to settle the termination of the investment project to the address registered by the investor with the investment registration agency. If the investor fails to contact within 30 days after the document is sent under this Point, the investment registration agency shall carry out the procedures specified in Point c of this Clause;

c/ Send a written request for assistance in contacting the investor to the commune-level People’s Committee of the locality where the investor resides (for domestic individual investors) or to the Vietnamese representative mission in the country of which the investor holds nationality (for foreign investors), and concurrently post a notice requesting the investor to contact the investment registration agency to settle the termination of the investment project on the National Investment Portal for 90 days.

2. After implementing the measures specified in Clause 1 of this Article and past 12 months from the date the investment project ceased its operation, if the investment registration agency cannot contact the investor or its/his/her lawful representative, it shall decide to terminate the investment project.

3. The management of the investment project’s assets after the investment registration agency decides to terminate its operation must comply with the civil law’s provisions on the management of assets of persons absent from their places of residence.

4. Within the ambit of their functions and competence, competent state agencies shall perform the following tasks:

a/ The investment registration agency shall appoint a person to supervise the management of assets of the terminated investment project under this Article as requested by competent state agencies or persons with related rights and interests, unless otherwise provided by law;

b/ Tax and customs agencies shall implement measures in accordance with the law on tax administration and other relevant laws to recover tax debts and other financial obligations of the investor towards the State (if any);

c/ The state management agency in charge of land shall recover land and handle land-attached assets in case the investment project is subject to land recovery in accordance with the land law;

d/ The state management agency in charge of labour shall propose and guide support for workers who lose their jobs and settle related regimes as prescribed in the labour law;

dd/ Other competent state agencies shall perform state management tasks over the investment project within their functions and competence as prescribed by law.

5. Any request or dispute between the investor and other individuals or organisations regarding rights and obligations related to the investment project specified in this Article shall be settled at a court or through arbitration as agreed by the parties and in accordance with Vietnam’s law.

Article 68. Termination of an investment project in case the investor carries out investment activities on the basis of false civil transaction specified in the civil law

1. The investment registration agency shall decide to terminate the whole or part of an investment project in case the investor carries out investment activities on the basis of false civil transaction determined under the civil law, based on a legally effective court judgment or ruling or an arbitral award.

2. The investment registration agency, and related agencies, organisations or individuals may request a competent court to declare a civil transaction null and void due to falsity in the course of implementation of the investor’s investment project to serve as a basis for termination of the whole or part of the investment project.

3. The order and procedures for termination of the investment project must comply with Article 66 of this Decree.

Article 69. Termination of investment projects under court judgments or rulings or arbitral awards

Based on a legally effective court judgment or ruling or an arbitral award regarding the termination of the whole or part of an investment project, the investment registration agency shall carry out the procedures for termination of the investment project under Article 66 of this Decree.

Section 7

INVESTMENT ACTIVITIES IN INDUSTRIAL PARKS, EXPORT PROCESSING ZONES, HI-TECH PARKS, DIGITAL TECHNOLOGY PARKS AND ECONOMIC ZONES 

Article 70. Investment in construction and commercial operation of infrastructure of industrial parks, export processing zones, hi-tech parks, digital technology parks and economic zones

1. Investment in construction and commercial operation of infrastructure of industrial parks, export processing zones and digital technology parks must comply with the approved master plans on industrial parks, export processing zones and digital technology parks.

2. For geographical areas facing difficult socio-economic conditions, provincial-level People’s Committees shall, based on specific local conditions, submit to the Prime Minister's decision on the establishment of, or assignment to, revenue-earning public non-business units to act as investors of investment projects on construction and commercial operation of infrastructure of industrial parks, export processing zones or digital technology parks.

3. Investors implementing investment projects on construction and commercial operation of infrastructure of industrial parks, export processing zones, hi-tech parks, digital technology parks and functional sub-zones of economic zones may carry out the following activities:

a/ Building workshops, offices and warehouses for sale or lease;

b/ Setting prices for the lease or sublease of land with technical infrastructure; charges for use of infrastructure facilities; rental rates and selling prices of workshops, offices and warehouses and other service charges as prescribed by law, and register price brackets and charges for use of infrastructure facilities with the Management Boards of industrial parks, export processing zones, hi-tech parks, digital technology parks or economic zones. Price brackets and charges for use of infrastructure facilities shall be registered every 6 months or whenever adjustments are made to the registered price brackets and charges;

c/ Collecting charges for use of infrastructure facilities;

d/ Transferring land use rights, leasing land and subleasing land with technical infrastructure in industrial parks, export processing zones, hi-tech parks, digital technology parks and functional sub-zones of economic zones to other investors in accordance with the land law and the law on real estate business;

dd/ Other activities prescribed in the Law on Investment, this Decree, the Government’s regulations on industrial parks, export processing zones, hi-tech parks, digital technology parks and economic zones and relevant laws.

Article 71. Implementation of investment projects in industrial parks, export processing zones, hi-tech parks, digital technology parks and economic zones

For investment projects in industrial parks, export processing zones, hi-tech parks, digital technology parks and economic zones, investors may carry out the following activities:

1. Renting or purchasing existing workshops, offices and warehouses to serve their production and business activities.

2. Using, with payment of charges for, technical infrastructure facilities and service facilities, including roads, electricity supply, water supply, drainage, communications, wastewater treatment, waste disposal and other public service facilities and utilities (below collectively referred to as charges for use of infrastructure facilities).

3. Transferring and acquiring land use rights, renting land or sub-renting land with technical infrastructure to build workshops, offices and other works serving their production and business activities in accordance with the land law and the law on real estate business.

4. Leasing or subleasing existing workshops, offices, warehouses and other works to serve their production and business in accordance with the land law and the law on real estate business.

5. Other activities prescribed in the Law on Investment, this Decree, the Government’s regulations on industrial parks, export processing zones, hi-tech parks, digital technology parks and economic zones, and relevant laws.

Chapter V

ESTABLISHMENT OF ECONOMIC ORGANISATIONS AND IMPLEMENTATION OF INVESTMENT ACTIVITIES BY FOREIGN INVESTORS

Article 72. Establishment of economic organisations by foreign investors

1. In case a foreign investor establishes an economic organisation before carrying out the procedures for issuance or adjustment of an investment registration certificate, it/he/she shall establish the economic organisation in accordance with the law on enterprises or other laws corresponding to each type of economic organisation.

After established, the economic organisation implementing the investment project shall carry out investment procedures in accordance with the law on investment and relevant international commitments.

2. In case a foreign investor carries out procedures for issuance or adjustment of an investment registration certificate before establishing an economic organisation, the economic organisation established by the foreign investor shall become the investor implementing the investment project in accordance with the investment registration certificate from the date of obtaining the enterprise registration certificate or another paper of equivalent legal validity.

3. Dossiers, order and procedures for the establishment of economic organisations must comply with the law on enterprises or other laws corresponding to each type of economic organisation. In case a foreign investor establishes an economic organisation before carrying out procedures for issuance or adjustment of an investment registration certificate under Clause 1 of this Article, the application for enterprise registration must contain commitments to satisfying market access conditions applicable to foreign investors as specified by law.

4. Within 12 months after being established under Clause 1 of this Article, the economic organisation shall complete the procedures to be issued an investment registration certificate to implement the investment project in conformity with its business lines and may only adjust its enterprise registration contents to add other business investment lines after it is issued the investment registration certificate. Such economic organisation may only implement the investment project after completing the procedures for the issuance or adjustment of the investment registration certificate.

5. The charter capital of an economic organisation established by a foreign investor to implement an investment project must not necessarily be equal to the investment capital of the investment project. The economic organisation established by the foreign investor shall contribute capital and mobilise other capital sources to implement the investment project according to the schedule indicated in the investment registration certificate.

Article 73. Implementation of investment projects and business investment activities by foreign-invested economic organisations

1. After completing the procedures for issuance of an investment registration certificate, a foreign-invested economic organisation may adjust its enterprise registration contents at the business registration agency without having to formulate a new investment project. The addition of business investment lines of a foreign-invested economic organisation must comply with the market access conditions applicable to foreign investors (if any).

2. After completing the procedures for issuance of the investment registration certificate, a foreign-invested economic organisation may establish branches, representative offices and business locations outside its head office without necessarily having to formulate a new investment project. Dossiers, order and procedures for establishment of branches, representative offices and business locations of economic organisations must comply with the law on enterprises and the law corresponding to each type of economic organisation.

3. When investing or trading in securities on the securities market, foreign investors and foreign-invested economic organisations shall comply with the securities law’s provisions regarding investment procedures and charter capital holding rates, unless otherwise provided by treaties on investment regarding charter capital holding rates.

Article 74. Forms of capital contribution, purchase of shares and capital contributions

1. Investors may contribute capital to economic organisations in the following forms:

a/ Purchasing initially issued or additionally issued shares of joint stock companies;

b/ Contributing capital to limited liability companies and partnerships;

c/ Contributing capital to economic organisations other than those specified in Points a and b of this Clause.

2. Investors may purchase shares or capital contributions at economic organisations in the following forms:

a/ Purchasing shares of joint stock companies from such companies or their shareholders;

b/ Purchasing capital contributions of members of limited liability companies to become members of such companies;

c/ Purchasing capital contributions of limited partners of partnerships to become limited partners of such partnerships;

d/ Purchasing capital contributions of members of economic organisations other than those specified in Points a, b and c of this Clause.

Article 75. Conditions and principles for conducting investment activities in the form of capital contribution or purchase of shares and capital contributions

1. Domestic investors investing through capital contribution to, or purchase of shares or capital contributions at, economic organisations already established in Vietnam must comply with the conditions and procedures prescribed in the Law on Enterprises and relevant laws corresponding to each type of economic organisation.

2. The capital contribution and purchase of shares or capital contributions on the securities market must comply with the securities law.

3. Enterprises with 100% of charter capital held by the State and persons representing state capital portions at enterprises must comply with the conditions and procedures specified by the law on the management and investment of state capital at enterprises, the law on the management and use of public assets and other relevant laws when conducting investment activities in the form of capital contribution or purchase of shares or capital contributions at economic organisations or when transferring capital contributions or shares to other organisations or individuals.

4. Foreign investors’ contribution of capital to, or purchase of shares or capital contributions at, economic organisations already established in Vietnam must satisfy the conditions specified in Clause 2, Article 21 of the Law on Investment, including:

a/ The market access conditions applicable to foreign investors who contribute capital to, or purchase shares or capital contributions at, economic organisations already established in Vietnam under Clause 3, Article 8 of the Law on Investment and Articles 15, 16 and 17 of this Decree;

b/ The conditions on assurance of national defence and security and conditions for land use applicable to economic organisations where foreign investors contribute capital or purchase shares or capital contributions in case such economic organisations possess land use rights certificates on islands, in border communes, wards or special zones; coastal communes or wards; or other areas affecting national defence and security, excluding economic organisations implementing investment projects in industrial parks, export processing zones, hi-tech parks or economic zones established in accordance with the Government’s regulations.

5. Foreign organisations or individuals acquiring shares of, or capital contributions at, economic organisations already established in Vietnam through exchange, donation or other ownership transfer contracts in accordance with the law or through inheritance must satisfy the conditions specified in Clause 4 of this Article and shall perform procedures prescribed for foreign investors investing in the form of capital contribution or purchase of shares or capital contributions.

Article 76. Procedures for investment in the form of capital contribution or purchase of shares or capital contributions applicable to foreign investors

1. Investors contributing capital or purchasing shares or capital contributions of economic organisations must meet the conditions and carry out the procedures for registration of change of members or shareholders in accordance with relevant laws applicable to each type of economic organisation.

2. Except the cases specified in Clause 3, Article 21 of the Law on Investment, in case a foreign investor contributes capital to, or purchases shares or capital contributions at, an economic organisation, the economic organisation shall carry out the procedures for registration of change of members or shareholders at the business registration agency in accordance with the law on enterprises and other relevant laws applicable to each type of economic organisation. In case the investor wishes to register the contribution of capital to, or purchase of shares or capital contributions at, the economic organisation, the investor shall comply with Clause 3 of this Article.

3. In case a foreign investor contributes capital to, or purchases shares or capital contributions at, an economic organisation under Clause 3, Article 21 of the Law on Investment, the economic organisation shall send 1 set of dossier for registration of capital contribution or purchase of shares or capital contributions to the investment registration agency of the locality where its head office are based. The dossier must comprise:

a/ A registration form for capital contribution or purchase of shares or capital contributions, covering enterprise registration information of the economic organisation; business sectors and trades; list of owners, members or founding shareholders; list of owners, members or shareholders being foreign investors (if any); foreign holding rate before and after the foreign investor’s contribution of capital or purchase of shares or capital contributions; projected transaction value of the contract on capital contribution or purchase of shares or capital contributions; and information on investment projects of the economic organisation (if any);

b/ Documents on the legal status of individuals and organisations contributing capital to, or purchasing shares or capital contributions of the economic organisation, and of the economic organisation;

c/ An in-principle agreement on capital contribution, or purchase of shares or capital contributions between the foreign investor and the economic organisation or between the foreign investor and a shareholder or member of the economic organisation;

d/ Information on the document proving land use rights of the economic organisation for the competent state agency to look up in the relevant database or a copy of the land use rights certificate (for the case specified in Point b, Clause 4, Article 75 of this Decree).

4. For the case specified in Point a or b, Clause 3, Article 21 of the Law on Investment, within 10 days after receiving the valid dossier specified in Clause 2 of this Article, the investment registration agency shall consider the foreign investor’s satisfaction of conditions for capital contribution or purchase of shares or capital contributions specified in Clause 2, Article 21 of the Law on Investment, and Clause 4, Article 75 of this Decree, and notify thereof to the investor, except the case specified in Clause 5 of this Article. The notice shall be sent to the foreign investor and the economic organisation.

5. In case a foreign investor contributes capital to, or purchases shares or capital contributions at, an economic organisation that possesses a land use rights certificate with regard to a land area affecting national defence or security, the investment registration agency shall proceed with the following procedures:

a/ Within 2 working days after receiving the valid dossier specified in Clause 2 of this Article, the investment registration agency shall consult the provincial-level Military Command and the provincial-level Department of Public Security on the economic organisation’s satisfaction of the conditions specified at Point b, Clause 4, Article 75 of this Decree;

b/ Within 5 working days after receiving the consultation request from the investment registration agency, the provincial-level Military Command and the provincial-level Department of Public Security shall give opinions on the economic organisation’s satisfaction of conditions for assurance of national defence and security. Past this time limit, if such agencies give no replies, they shall be regarded as agreeing that the economic organisation satisfies the conditions on assurance of national defence and security;

c/ Within 10 working days after receiving the valid dossier, the investment registration agency shall consider the investor’s satisfaction of conditions for capital contribution or purchase of shares or capital contributions under Clause 2, Article 21 of the Law on Investment, and Clause 4, Article 75 of this Decree and, based on opinions of the provincial-level Military Command and the provincial-level Department of Public Security, notify thereof to the investor. Such notice shall be sent to the foreign investor and the economic organisation where the foreign investor intends to contribute capital or purchase shares or capital contributions.

6. After the foreign investor obtains approval for capital contribution or purchase of shares or capital contributions under Clauses 4 and 5 of this Article, the economic organisation where the foreign investor contributes capital or purchases shares or capital contributions shall carry out procedures to change members or shareholders at the business registration agency in accordance with the law on enterprises and other relevant laws applicable to each type of economic organisation. Rights and obligations of the foreign investor in the capacity as member or shareholder of the economic organisation shall be established after such procedures are completed.

Article 77. Investment in the form of BCCs

1. BCCs signed between domestic investors must comply with the civil law and other relevant laws.

2. BCCs signed between domestic and foreign investors or between foreign investors must comply with the procedures for issuance of investment registration certificates specified in Articles 38 and 39 of this Decree.

3. The parties to a BCC shall establish a coordination board to perform the BCC. The functions, tasks and powers of the coordination board shall be agreed upon by the parties.

4. A BCC must comprise the following main contents:

a/ Names, addresses and competent representatives of the parties to the contract; transaction address or location of the investment project;

b/ Objectives and scope of business investment activities;

c/ Contributions of parties to the contract and distribution of business investment results among the parties;

d/ Contract implementation progress and duration;

dd/ Rights and obligations of the parties to the contract;

e/ Amendment, transfer and termination of the contract;

g/ Liability for breach of the contract and disputes settlement methods.

5. During the implementation of a BCC, the parties to the contract may agree to use assets formed from the business cooperation to establish an enterprise in accordance with the law on enterprises.

6. Parties to a BCC have the right to agree on other matters not contrary to law.

Article 78. Establishment of executive offices of foreign investors under BCCs

1. A foreign investor under a BCC shall submit a dossier of registration for establishment of an executive office to the investment registration agency of the locality where the executive office is planned to be located.

2. The dossier must comprise:

a/ A registration form for establishment of an executive office, including the name and address of the Vietnam-based representative office (if any) of the foreign investor; name and address of the executive office; contents, duration and scope of operation of the executive office; full name, place of residence, and number of the people’s identification card, people’s identity card or passport of the head of the executive office;

b/ The foreign investor’s decision on the establishment of the executive office;

c/ A copy of the decision on appointment of the head of the executive office;

d/ A copy of the BCC.

3. Within 10 working days after receiving the dossier specified in Clause 2 of this Article, the investment registration agency shall issue the operation registration certificate of the executive office for the foreign investor.

Article 79. Procedures for modification of operation registration certificates of executive offices of foreign investors under BCCs

1. A foreign investor under a BCC shall carry out the procedures for modification of the operation registration certificate of the executive office in case there is a change in the contents of the certificate.

2. The dossier must comprise:

a/ A written request for modification of the operation registration certificate of the executive office;

b/ Documents proving the change of the contents of the certificate.

3. Within 7 working days after receiving the dossier, the investment registration agency shall modify the operation registration certificate of the executive office for the foreign investor.

Article 80. Termination of the operation of the executive office of a foreign investor under a BCC

1. Within 7 working days after the issuance of a decision on termination of operation of the executive office, the foreign investor shall send a notification dossier to the investment registration agency of the locality where the executive office is located.

2. A dossier of notification of operation termination of the executive office must comprise:

a/ The decision on termination of operation of the executive office, in case the executive office prematurely terminates its operation;

b/ List of creditors and paid debts;

c/ List of employees, their rights and interests that have been settled;

d/ The tax agency’s certification of fulfilment of tax obligations;

dd/ The social security agency’s certification of fulfilment of social security obligations;

e/ The operation registration certificate of the executive office;

g/ A copy of the investment registration certificate;

h/ A copy of the BCC.

3. Within 10 working days after receiving the dossier specified in Clause 2 of this Article, the investment registration agency shall decide on the revocation of the operation registration certificate of the executive office.

Chapter VI

INVESTMENT PROMOTION

Article 81. Contents of investment promotion activities

1. Researching into investment potential, markets, trends and partners.

2. Building images, and disseminating, advertising and introducing the investment environment, policies, opportunities and linkages.

3. Providing support and guidance for, and facilitating, investment activities.

4. Building information systems and databases serving investment promotion activities.

5. Formulating lists of projects calling for investment.

6. Compiling publications and documents serving investment promotion activities.

7. Organising training, coaching and capacity building courses on investment promotion.

8. Entering into domestic and international cooperation on investment promotion.

Article 82. Investment promotion methods

1. Investment promotion activities shall be carried out by the following methods:

a/ Collecting information, summarising, studying and formulating schemes, reports and documents; building information systems and databases serving investment promotion activities; building portals and websites on investment promotion;

b/ Organising teams to conduct survey and research activities at home and abroad; and investment promotion teams to work on each specific theme or with each specific partner;

c/ Holding forums, conferences, seminars and talks on investment promotion at home and abroad;

d/ Holding dialogues among agencies, organisations, enterprises and investors;

dd/ Connecting investors with state agencies, other investors, and organisations and individuals;

e/ Disseminating information on the investment environment, policies and laws in the mass media at home and abroad;

g/ Providing investors with information and guidance on performance of investment procedures and investment-related administrative procedures;

h/ Summarising proposals and recommendations of investors and settling difficulties and problems arising in the course of implementing investment and business activities.

2. Investment promotion activities may be carried out by one or more than one method, depending on the contents and requirements of each activity.

Article 83. Coordination of investment promotion activities

1. Methods of coordinating investment promotion activities:

a/ Arranging and organising investment promotion activities, ensuring effectiveness and conformity with domestic, international, territorial and local contexts and specific conditions at each certain time;

b/ Balancing the contents, time, duration and progress of, and composition of investment promotion teams and expenses for, investment promotion activities in conformity with requirements and realities.

2. The Ministry of Finance shall act as the focal point assisting the Government in uniformly coordinating investment promotion activities. The Ministry of Finance shall:

a/ Guide ministries, ministerial-level agencies and provincial-level People’s Committees in formulating annual investment promotion programmes in conformity with the national investment promotion plan and programme;

b/ Coordinate the formulation and implementation of the national investment promotion programme;

c/ Guide and coordinate investment promotion programmes of ministries, ministerial-level agencies and provincial-level People’s Committees.

3. Ministries, ministerial-level agencies and provincial-level People’s Committees shall:

a/ Coordinate the implementation of their investment promotion programmes;

b/ Propose the Ministry of Finance to adjust the national investment promotion programme;

c/ Regularly review the implementation of investment promotion activities according to approved programmes and update information on the National Information System on Investment Promotion.

Article 84. Investment promotion agencies

1. The Ministry of Finance shall act as the agency assisting the Government in performing the state management of investment promotion activities nationwide. The Ministry of Finance has investment promotion representatives at overseas Vietnamese representative missions.

2. Ministries and sectors shall assign units to act as focal points implementing investment promotion activities based on the sectors and fields falling within their functions and competence.

3. Provincial-level Departments of Finance shall act as the focal points assisting provincial-level People’s Committees in performing the state management of investment promotion work.

4. Depending on specific demands and conditions, provincial-level People’s Committees shall establish investment promotion agencies or divisions belonging to their organisational structures and arrange physical foundations, working conditions, payrolls and operating expenses for them. The establishment of investment promotion agencies under provincial-level People’s Committees must be consented by the Ministry of Home Affairs and the Ministry of Finance before it is reported to the Prime Minister for consideration and decision in accordance with law.

Article 85. National investment promotion programme

1. The national investment promotion programme is a collection of national-level inter-regional and inter-sectoral investment promotion activities which are carried out by ministries and provincial-level People’s Committees with state budget funds.

2. Formulation of the national investment promotion programme:

a/ The national investment promotion programme shall be formulated on an annual basis. The Ministry of Finance shall act as the focal point in formulating the national investment promotion programme on the basis of summarising proposals of agencies in charge of investment promotion activities;

b/ Before May 20, agencies in charge of investment promotion activities shall send their proposals for implementation of the national investment promotion programme of the next year to the Ministry of Finance in paper form and on the National Information System on Investment Promotion. Proposals sent after this deadline shall be incorporated in the national investment promotion programme of the year following that year;

c/ Before June 20, the Ministry of Finance shall notify agencies in charge of investment promotion activities of requests for adjustment or supplementation (if any) in paper form and on the National Information System on Investment Promotion;

d/ Before June 30, agencies in charge of investment promotion activities shall comply with the requests for adjustment or supplementation (if any) and send the adjusted or supplemented proposals to the Ministry of Finance in paper form and on the National Information System on Investment Promotion;

dd/ Within 30 days after notifying the budget expenditure estimates, the Ministry of Finance shall approve the national investment promotion programme of the next year and send it to agencies in charge of investment promotion activities in paper form and on the National Information System on Investment Promotion;

e/ Based on the approved national investment promotion programme, the state management agency in charge of investment promotion under the Ministry of Finance shall sign contracts with agencies in charge of investment promotion activities to assign the latter to implement investment promotion activities; and make advance payment, payment and account-finalisation of funds according to the signed contracts.

3. Adjustment of the national investment promotion programme:

a/ When wishing to adjust an activity under the approved national investment promotion programme, the agency in charge of the activity shall send a request to the Ministry of Finance in paper form and on the National Information System on Investment Promotion, clearly stating the reason and plan on adjustment;

b/ Within 15 days after receiving the request from the agency in charge of the investment promotion activity, the Ministry of Finance shall consider and decide on the adjustment of the activity under the approved national investment promotion programme and notify related agencies thereof in paper form and on the National Information System on Investment Promotion.

4. The Ministry of Finance shall provide forms for use in formulation and adjustment of the national investment promotion programme.

Article 86. Investment promotion programmes of ministries, ministerial-level agencies and provincial-level People’s Committees

1. Guidance on formulation of investment promotion programmes:

a/ The Ministry of Finance shall formulate an investment promotion plan in each socio-economic development period so as to set orientations for investment promotion work nationwide;

b/ Based on specific requirements and conditions, the Ministry of Finance shall guide ministries, ministerial-level agencies and provincial-level People’s Committees in formulating their annual investment promotion programmes.

2. Formulation of investment promotion programmes:

a/ Before May 30, ministries, ministerial-level agencies and provincial-level People’s Committees shall send their tentative investment promotion programmes of the next year to the Ministry of Finance in paper form and on the National Information System on Investment Promotion. Those sent after this deadline shall be incorporated in investment promotion programmes of the year following that year;

b/ Before July 30, the Ministry of Finance shall give its opinions on investment promotion programmes of the next year of ministries, ministerial-level agencies and provincial-level People’s Committees in paper form and on the National Information System on Investment Promotion;

c/ Before August 30, on the basis of reaching agreement with the Ministry of Finance, ministries, ministerial-level agencies and provincial-level People’s Committees shall approve their investment promotion programmes of the next year and send them to the Ministry of Finance in paper form and on the National Information System on Investment Promotion.

3. Based on the situation of implementation of investment promotion programmes and specific conditions, after reaching agreement with the Ministry of Finance, ministries, ministerial-level agencies and provincial-level People’s Committees shall decide on adjustments to their investment promotion programmes and send the adjusted programmes to the Ministry of Finance in paper form and on the National Information System on Investment Promotion.

4. The Ministry of Finance shall provide forms for use in formulation and adjustment of investment promotion programmes of ministries, ministerial-level agencies and provincial-level People’s Committees.

Article 87. Investment promotion in high-ranking external activities of the State

1. For the State’s high-ranking external activities which involve investment promotion, agencies in charge of investment promotion activities shall coordinate with the Ministry of Finance, the Ministry of Foreign Affairs and related agencies in formulating investment promotion plans.

2. Agencies in charge of investment promotion activities shall organise investment promotion activities according to the plans agreed with the Ministry of Finance, the Ministry of Foreign Affairs or agencies assigned to act as the focal points in organising the State’s high-ranking external activities.

3. Ministries, provincial-level People’s Committees, agencies, organisations and individuals participating in investment promotion activities within the framework of the State’s high-ranking external activities shall:

a/ Comply with the regulations, internal regulations, requirements and guidance of agencies in charge of investment promotion activities, the Ministry of Finance, the Ministry of Foreign Affairs and the Ministry of Public Security or agencies assigned to act as the focal points in organising the State’s high-ranking external activities;

b/ Appoint qualified representatives and take responsibility for appointment of their representatives.

Article 88. Coordination between investment promotion and trade promotion, tourism promotion and economic diplomacy

1. Ministries, ministerial-level agencies and provincial-level People’s Committees shall assume the prime responsibility for implementing combined investment promotion and trade promotion, tourism promotion or economic diplomacy, and coordinate with the Ministry of Finance on contents of investment promotion activities in the course of formulating programmes and organising the implementation thereof.

2. Contents of coordination:

a/ Notifying plans on organisation of combined trade promotion, tourism promotion and economic diplomacy with investment promotion contents to the Ministry of Finance at least 15 days before implementing such activities in paper form and on the National Information System on Investment Promotion;

b/ When necessary, the Ministry of Finance shall give opinions in writing on contents involving investment promotion.

Article 89. Investment promotion activities not using state budget funds

1. Investment promotion activities not using state budget funds shall be carried out by agencies, organisations and individuals in Vietnam and abroad with the funds specified in Points b, c and d, Clause 1, Article 90 of this Decree.

2. Agencies, organisations, enterprises and individuals implementing investment promotion activities abroad shall comply with the laws of the host countries and Vietnam.

3. Agencies, organisations, enterprises and individuals implementing investment promotion activities shall notify at least 15 days before implementing such activities and notify the results thereof within 15 days after completing these activities to provincial-level Departments of Finance. Such notices shall be made in paper form and on the National Information System on Investment Promotion.

Article 90. Funds for investment promotion activities

1. Funds for investment promotion activities shall be allocated from:

a/ The state budget;

b/ Contributions of participating organisations and enterprises;

c/ Donations of organisations and individuals at home and abroad;

d/ Other lawful funding sources in accordance with law.

2. Formulation and allocation of state budget fund estimates for investment promotion activities of ministries and ministerial-level agencies:

a/ Ministries and ministerial-level agencies shall summarise fund estimates for their investment promotion activities after reaching agreement with the Ministry of Finance, together with the annual budget estimates of the relevant ministries, ministerial-level agencies and government-attached agencies for submission to the Ministry of Finance;

b/ Based on the fund-balancing capacity of the state budget and the Ministry of Finance’s agreement with investment promotion activities, the Ministry of Finance shall consider approving and including funds for investment promotion activities in annual budget expenditure estimates of ministries, ministerial-level agencies and government-attached agencies;

c/ Ministries and ministerial-level agencies shall, based on the estimates assigned by the Ministry of Finance, allocate detailed estimates to their attached units that implement investment promotion activities.

3. For investment promotion activities of provincial-level People’s Committees, based on the Ministry of Finance’s written agreement on implementation of investment promotion activities, provincial-level People’s Committees shall, based on the fund-balancing capacity of local budgets, assign tasks and allocate funds to units that implement investment promotion activities. Funds for investment promotion activities shall be included in annual local budget estimates.

4. For unplanned investment promotion activities which are to be implemented under working programmes of leaders of the State or the Government, based on the directions of the leaders of the State or the Government, agencies in charge of investment promotion activities shall formulate tentative investment promotion activities, estimate funds and propose funding sources for submission to the Ministry of Finance for consideration and decision in accordance with the Law on the State Budget.

Chapter VII

STATE MANAGEMENT OF INVESTMENT

Section 1

TASKS AND POWERS OF MINISTRIES, MINISTERIAL-LEVEL AGENCIES, PROVINCIAL-LEVEL PEOPLE’S COMMITTEES AND RELATED AGENCIES

Article 91. State management of investment in Vietnam

1. The Ministry of Finance shall assist the Government in performing the unified state management of investment in Vietnam; perform the tasks and exercise the powers concerning state management of investment activities as specified in Clause 2, Article 44 of the Law on Investment, and other tasks and powers as specified in this Decree or assigned by the Government and the Prime Minister.

2. Ministries and ministerial-level agencies shall perform the tasks and exercise the powers concerning state management of investment as specified in Clause 3, Article 44 of the Law on Investment, and the following tasks and powers:

a/ The Ministry of Finance shall coordinate with related state management agencies in appraising, and giving opinions on, financial matters of investment projects, government guarantee for investment projects subject to investment policy approval by the National Assembly or the Prime Minister, and other infrastructure development projects;

b/ The Ministry of Agriculture and Environment shall assume the prime responsibility for, and coordinate with related state management agencies in, guiding and examining the implementation of regulations on natural resources and environmental protection related to investment activities; appraise, and give opinions on, land- and environmental protection-related matters of investment projects;

c/ The Ministry of Science and Technology shall assume the prime responsibility for, and coordinate with related state management agencies in, formulating and submitting to competent authorities for promulgation, and guiding and examining the implementation of, regulations on investment activities in the field of science and technology; and assume the prime responsibility for appraising, and give opinions on, science- and technology-related matters of investment projects subject to investment policy approval by the National Assembly or the Prime Minister in accordance with the law on technology transfer and other relevant laws;

d/ The Ministry of Construction shall assume the prime responsibility for, and coordinate with related state management agencies in, formulating and submitting to competent authorities for promulgation, and guiding and examining the implementation of, regulations on investment activities related to the state management of construction; and appraise, and give opinions on, construction-related state management matters of investment projects;

dd/ The Ministry of National Defence and the Ministry of Public Security shall, within the ambit of their functions and competence, formulate and promulgate, or submit to competent authorities for promulgation, documents identifying areas with effects on national defence or security in accordance with the Law on Investment, this Decree and the law on national defence and security; and appraise, and give opinions on, the satisfaction of national defence and security requirements in accordance with this Decree;

e/ The State Bank of Vietnam shall assume the prime responsibility for, and coordinate with related state management agencies in, formulating and submitting to competent authorities for promulgation, and guiding and examining the implementation of, regulations on credit and foreign exchange management related to investment activities; and appraise, and give opinions on, credit and foreign exchange management-related matters of investment projects subject to investment policy approval by the National Assembly or the Prime Minister;

g/ Other ministries and ministerial-level agencies shall perform the tasks and exercise the powers specified in Clause 3, Article 44 of the Law on Investment and other tasks and powers specified in this Decree and relevant laws.

3. Tasks and powers of provincial-level People’s Committees:

a/ To formulate plans on attraction of investment capital; to prepare and announce lists of projects calling for investment in their localities;

b/ To manage, supervise, guide and solve problems arising in the course of carrying out investment activities in their localities according to their functions and competence;

c/ To direct, guide, supervise and examine the performance of tasks by investment registration agencies in issuance of investment registration certificates and management of investment activities in their localities;

d/ To direct investment registration agencies, business registration agencies and state management agencies in charge of land, environment and construction in carrying out inter-agency procedures in order to create favourable conditions for investors in the course of carrying out investment activities;

dd/ To perform the tasks and exercise the powers specified in Clause 4, Article 44 of the Law on Investment and other tasks and powers specified in this Decree and relevant laws.

Article 92. Tasks and powers of investment promotion agencies

1. Tasks and powers of the Ministry of Finance:

a/ To assume the prime responsibility for, and coordinate with ministries, ministerial-level agencies and provincial-level People’s Committees in, formulating orientations, programmes and plans on investment promotion; to guide the formulation of annual investment promotion programmes of ministries, ministerial-level agencies and provincial-level People’s Committees; to summarise, formulate, coordinate and implement the national investment promotion programme;

b/ To assume the prime responsibility for, and guide the norms of use of state budget funds and the financial management regulations for investment promotion activities; to assume the prime responsibility for, and coordinate with ministries, ministerial-level agencies and provincial-level People’s Committees in, formulating plans and budget estimates for investment promotion activities under the national investment promotion programme and investment promotion programmes of ministries, ministerial-level agencies and provincial-level People’s Committees, and solve difficulties and problems related to the allocation and use of state budget funds for implementation of investment promotion activities; to assume the prime responsibility for, and coordinate with the Ministry of Foreign Affairs in, allocating state budget funds for investment promotion activities of overseas investment promotion divisions; to guide the formulation of budget estimates, allocation, use, payment and account-finalisation of funds for investment promotion activities, and collect and use proceeds from the registration on the National Information System on Investment Promotion;

c/ To guide the implementation of the information and reporting regimes applicable to investment promotion activities;

d/ To carry out investment promotion activities under the investment promotion programmes specified in Point a of this Clause;

dd/ To monitor, summarise and evaluate the investment promotion situation and supervise and examine the effectiveness of investment promotion activities;

e/ To coordinate with the Ministry of Foreign Affairs and the Ministry of Home Affairs in submitting to the Prime Minister the establishment and appointment of focal-point units for investment promotion abroad; and perform the state management of investment promotion for focal-point units for investment promotion abroad;

g/ To organise training and coaching courses on investment promotion;

h/ To periodically report to the Prime Minister on the situation and orientations of investment promotion activities.

2. Tasks and powers of the Ministry of Foreign Affairs:

a/ To coordinate with the Ministry of Finance, other ministries, ministerial-level agencies and provincial-level People’s Committees in implementing investment promotion programmes and activities and integrating investment promotion activities into external activities;

b/ To support and participate in approved overseas investment promotion activities as notified by the Ministry of Finance; when new investment promotion activities arise, overseas Vietnamese representative missions shall notify them to and reach agreement with the Ministry of Finance before carrying out them;

c/ To assume the prime responsibility for, and guide overseas Vietnamese representative missions in, managing activities of focal-point units for overseas investment promotion activities;

d/ To assume the prime responsibility for, and coordinate with the Ministry of Finance and the Ministry of Home Affairs in, proposing the Prime Minister to decide on the establishment and state payrolls of focal-point units for overseas investment promotion activities;

dd/ At the proposal of the Ministry of Finance, to decide to appoint officials to diplomatic positions and assign officials to work at focal-point units in overseas investment promotion activities;

e/ To provide appropriate physical foundations, vehicles, working conditions and operating expenses for focal-point units for overseas investment promotion activities.

3. Tasks and powers of ministries, ministerial-level agencies and provincial-level People’s Committees:

a/ To assume the prime responsibility for, and coordinate with the Ministry of Finance and related ministries and ministerial-level agencies in, formulating annual investment promotion programmes and plans; and proposing activities for inclusion in the national investment promotion programme;

b/ To carry out investment promotion activities according to their competence;

c/ To coordinate with one another in investment promotion activities.

Section 2

REPORTING ON INVESTMENT AND INVESTMENT PROMOTION ACTIVITIES AND OPERATION OF THE NATIONAL INFORMATION SYSTEMS ON INVESTMENT

Article 93. Reporting contents and periods of state management agencies in charge of investment

1. Investment registration agencies shall submit to provincial-level People’s Committees:

a/ Quarterly reports before the 15 of the first month of the quarter following the reporting quarter; such a report must have the contents on evaluation of the receipt of dossiers, issuance, modification and revocation of investment registration certificates, and operation of investment projects;

b/ Annual reports before April 10 of the year following the reporting year; such a report must have the contents on evaluation of investment activities in the whole year, plan on attraction and disbursement of investment capital in the subsequent year, and the list of investment projects in which investors express interest.

2. Quarterly and annually, after 5 working days from the reporting deadline for investment registration agencies, provincial-level People’s Committees shall summarise reports of investment registration agencies under their management for reporting to the Ministry of Finance, based on the contents specified in Clause 1 of this Article.

3. State management agencies shall provide information to the Ministry of Finance as follows:

a/ The Ministry of Finance shall quarterly provide information on issuance, modification and revocation of investment registration certificates or other papers of equivalent validity with regard to insurance enterprises and securities companies; and annually summarise annual financial statements of foreign-invested economic organisations nationwide for reporting on indicators concerning export-import activities, finance, and state budget remittances of foreign-invested economic organisations. Quarterly reports shall be submitted before the 12 of the first month of the quarter following the reporting quarter, and annual reports, before May 31 of the year following the reporting year;

b/ The Ministry of Industry and Trade shall quarterly report on issuance and modification of licenses for, and termination and results of operation of, foreign-invested projects in the field of oil and gas exploration and extraction in Vietnam before the 15 of the first month of the quarter following the reporting quarter;

c/ The Ministry of Justice shall quarterly report on issuance and modification of licenses for, and termination and results of operation of, law firms and their branches before the 15 of the first month of the quarter following the reporting quarter;

d/ The State Bank of Vietnam shall quarterly report on issuance and modification of licenses for, and termination and results of operation of, Vietnam-based commercial presences of foreign finance companies and credit institutions before the 15 of the first month of the quarter following the reporting quarter;

dd/ The Ministry of Home Affairs shall annually report on registration and licensing of foreign workers in foreign-invested economic organisations before April 15 of the year following the reporting year;

e/ The Ministry of Science and Technology shall annually report on technology transfer by foreign-invested economic organisations before April 15 of the year following the reporting year;

g/ Provincial-level People’s Committees shall annually report on allocation, lease and use of land to/by foreign-invested economic organisations to the Ministry of Finance and the Ministry of Agriculture and Environment before April 15 of the year following the reporting year.

4. The Ministry of Finance shall annually summarise and report to the Prime Minister on investment activities nationwide under Point dd, Clause 2, Article 47 of the Law on Investment.

Article 94. Reporting contents and periods of economic organisations implementing investment projects

1. Economic organisations implementing investment projects shall submit reports to investment registration agencies and state management agencies in charge of statistics in localities.

2. Quarterly reports shall be submitted before the 10 of the first month of the quarter following the reporting quarter; such a report must have the contents on investment capital disbursed, net turnover, export-import activities, labour, taxes and state budget remittances, and use of land and water surface.

3. Annual reports shall be submitted before March 31 of the year following the reporting year; such a report must have the information items of a quarterly report and the indicators on profits, employees’ income, expenses for and investments in scientific research and technological development, environmental treatment and protection, and origin of technologies used.

Article 95. Contents and periods of reporting on investment promotion

1. Ministries and provincial-level People’s Committees shall monitor the progress of, summarise, and report on, performance of investment promotion activities under the national investment promotion programme and investment promotion programmes of their sectors or localities regarding performance results, completion level and annual funds before January 31 of the subsequent year.

2. The Ministry of Finance shall annually summarise and report on investment activities (including also investment promotion activities) nationwide to the Prime Minister under Point dd, Clause 2, Article 47 of the Law on Investment.

Article 96. Forms of reports

1. Reports on investment projects:

a/ Economic organisations implementing investment projects shall submit reports online via the national information systems on investment;

b/ Investment registration agencies shall submit reports in paper form and online via the national information systems on investment.

2. Reports on investment promotion:

a/ Ministries, ministerial-level agencies and provincial-level People’s Committees shall submit reports in paper form to the Ministry of Finance and online via the national information system on investment promotion;

b/ Agencies in charge of investment promotion activities shall submit reports online via the national information system on investment promotion.

3. The Ministry of Finance shall provide forms of reports, and urge and examine the implementation of the reporting regime in accordance with this Decree.

Article 97. Mechanism for coordination in management and operation of the national information systems on investment

1. The Ministry of Finance shall assume the prime responsibility for, and coordinate with related state management agencies in, building and operating the national information systems on investment; and guide the management, operation and use of the national information systems on investment.

2. Ministries, sectors and provincial-level People’s Committees shall update and provide information on investment activities under the management of their sectors and localities to the national information systems on investment; and organise the exploitation and use of the national information systems on investment in accordance with the Law on Investment, this Decree and other relevant regulations.

3. Investment registration agencies shall use the national information systems on investment to carry out professional operations related to the receipt of dossiers, and issuance, modification and revocation of investment registration certificates; supervise, monitor and evaluate the implementation of investment projects; report on investment activities and guide economic organisations implementing investment projects in using the national information systems on investment in accordance with this Decree.

4. Agencies managing and operating the national information systems on investment and the national information system on business registration shall exchange information on enterprise registration or cooperative registration by foreign-invested economic organisations, contribution of capital, and purchase of shares or capital contributions by foreign investors when carrying out the procedures specified in Articles 73 and 76 of this Decree, investment conditions applicable to foreign investors, lists of sectors and trades subject to conditional business investment, and business investment conditions under regulations.

5. The agency managing and operating the national information system on investment promotion shall summarise information on investment promotion activities nationwide; organise exploitation and provision of information and provide support for agencies, organisations and enterprises to carry out investment promotion and connection activities.

6. Economic organisations implementing investment projects shall be granted accounts for logging in to the national information systems on investment in order to implement the periodical reporting regime under regulations.

7. The Ministry of Finance shall guide in detail the management, operation, exploitation and use of the national information systems on investment.

Article 98. Overall examination of investment, examination of investment projects

Overall examination of investment and examination of investment projects must comply with the Government’s regulations on investment examination, monitoring and evaluation.

Chapter VIII

IMPLEMENTATION PROVISIONS

Section 1

AMENDMENT AND SUPPLEMENTATION OF A NUMBER OF DECREES RELATING TO BUSINESS INVESTMENT

Article 99. To amend, supplement or annul a number of articles of the Government’s Decree No. 19/2026/ND-CP of January 14, 2026, on the order and procedures for appraisal of national important projects and investment monitoring and evaluation

1. To amend the base for promulgation “Law No. 61/2020/QH14 on Investment” into “Law No. 143/2025/QH15 on Investment”.

2. To amend and supplement Article 18 as follows:

“Article 18. Dossiers submitted for appraisal

A dossier of request for investment policy approval for an investment project must comply with the Decree detailing and guiding the implementation of a number of articles of the Law on Investment, in which investment project proposal must clearly explain special mechanisms and policies proposed for application to the project that are different from those provided in laws or resolutions of the National Assembly, bases for making the proposal and conditions for application (if any).”.

3. To add Clauses 4 and 5 below Clause 3, Article 20 as follows:

“4. At least 60 days before the opening date of a session of the National Assembly, the Government shall submit the dossier of request for investment policy approval to the National Assembly.

5. The National Assembly shall consider and approve a resolution on investment policy approval, which must have the contents specified in Clause 1, Article 3 of the Law on Investment.”.

4. To amend and supplement Article 21 as follows:

“Article 21. Contents of appraisal

1. Contents of appraisal of investment policy approval, and contents of appraisal of investment policy approval simultaneously with project investor approval, are specified in the Decree detailing and guiding the implementation of a number of articles of the Law on Investment.

2. Special mechanisms and policies applicable to the project, which are different from those provided in laws or resolutions of the National Assembly.”

5. To amend Point b, Clause 1, Article 31 as follows:

“b/ Modified investment project proposal or modified prefeasibility study report;”.

6. To amend and supplement a number of clauses of Article 94 as follows:

a/ To add Point c below Point b, Clause 2 as follows:

“c/ Quarterly reports on investment activities under Points c and d, Clause 2, Article 47 of the Law on Investment.”.

b/ To amend and supplement Clause 3 as follows:

“3. Investment registration agencies shall prepare and submit to provincial-level People’s Committees for reporting to the Ministry of Finance:

a/ Annual reports on investment monitoring and evaluation;

b/ Quarterly reports on the receipt of dossiers, issuance, modification and revocation of investment registration certificates, and on operation of investment projects under their management under Point b, Clause 2, Article 47 of the Law on Investment.”.

c/ To add Point a1 below Point a, Clause 8 as follows:

“a1/ Quarterly reports on implementation of investment projects under Point a, Clause 2, Article 47 of the Law on Investment;”.

d/ To amend the title and Points a, b and c of Clause 11 as follows:

“11. Deadlines for submitting reports on investment monitoring and evaluation and reports on investment situation:

a/ For programme owners, project owners and investors:

To submit quarterly reports before the 10 of the first month of the quarter following the reporting quarter;

To submit biannual reports before July 10 of the reporting year; the data cut-off period is from January 1 through June 30 of the reporting year;

To submit annual reports before February 10 of the following year; the data cut-off period is from January 1 through December 31 of the reporting year;

To submit reports before submitting adjusted programmes or projects.

b/ For investment registration agencies: To submit quarterly reports before the 15 of the first month of the quarter following the reporting quarter; to submit annual reports before February 20 of the following year.

c/ For ministries, sectors, local authorities and state enterprises: To submit quarterly reports before the 20 of the first month of the quarter following the reporting quarter; to submit annual overall reports on monitoring and evaluation before March 1 of the following year.”.

7. To amend Point d, Clause 2, Article 95 as follows:

“d/ Organisations and individuals using the System are required to use digital signatures under regulations when signing and submitting reports on the System;”.

8. To annul “Section 4. Chapter IV on Dossier, procedures and contents for appraisal for approval of outward investment policy” and “Section 8. Chapter IV on Dossier, procedures and contents for appraisal for approval of the adjustment of outward investment policy”.

Section 2

TRANSITIONAL PROVISIONS

Article 100. Transitional provisions on special investment procedures

1. For valid dossiers of investment projects in industrial parks, export processing zones, hi-tech parks, digital technology parks, free trade zones, international financial centres, and functional areas within economic zones as specified in Clause 1, Article 28 of the Law on Investment and not falling into the fields specified in Article 36a of the 2020 Law on Investment, that are received by Management Boards before the effective date of the Law on Investment but of which the processing results have not been notified:

a/ The dossiers shall continue to be processed in accordance with the 2020 Law on Investment and the Government’s 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;

b/ If proposing the application of special investment procedures, an investor shall additionally submit commitments as specified in Clause 2, Article 47 of this Decree to the Management Board for evaluation and issuance of an investment registration certificate in accordance with Clause 5, Article 47 of this Decree;

c/ For dossiers currently processed under Clause 7, Article 29 of Decree No. 31/2021/ND-CP, they must continue to comply with Decree No. 31/2021/ND-CP.

If having its/his/her proposal on the application of special investment procedures approved, an investor shall additionally submit commitments and relevant documents as specified Clause 2, Article 47 of this Decree in order to have an investment registration certificate issued under Clause 5, Article 47 of this Decree.

2. For investment projects referred to in Article 28 of the Law on Investment for which investment policy has been approved or investment registration certificates have been issued before the effective date of the Law on Investment, investors may opt to apply special investment procedures in accordance with the following provisions:

a/ An investor shall submit an investment registration dossier as specified in Clause 2, Article 47 of this Decree, together with a report on project implementation up to the date of dossier submission, to the Management Board of the concerned industrial park, export processing zone, hi-tech park or economic zone.

In case an investment project is to be implemented in multiple phases, the investor may opt to apply special investment procedures to each phase;

b/ The Management Board of the concerned industrial park, export processing zone, hi-tech park, or economic zone shall carry out the corresponding procedures specified in Clause 2, Article 47 of this Decree for issuance of an investment registration certificate, or for renewal of an investment registration certificate in case such certificate has been issued for the project;

c/ The investment registration certificate must state the registered contents of the investment project under Points a and b of this Clause. The investor may implement the investment project in accordance with the investment registration certificate issued or renewed under Points a and b of this Clause.

3. The issuance or renewal of an investment registration certificate under Clause 2 of this Article shall be carried out in case the investor may opt to apply special investment procedures when satisfying the requirements specified in Article 46 of this Decree.

In case of applying special investment procedures for part or a phase of an investment project, the investor shall carry out procedures for project adjustment in accordance with responding provisions of Article 48 of this Decree. The modified investment registration certificate must state the modified contents of the investment project.

4. Projects for which an environmental impact assessment report and a detailed master plan have been approved, a construction permit and documents on approval, acceptance or permission in the fields of construction and fire protection have been issued before the effective date of the Law on Investment may continue to be implemented in accordance with such report, master plan, permit and documents.

Article 101. Implementation of investment projects that commence to be implemented before the effective date of the Law on Investment

1. Investors may continue implementing investment projects under investment licenses, investment incentive certificates, investment certificates, investment registration certificates or papers of equivalent legal validity issued by competent state agencies before the effective date of the Law on Investment without having to carry out procedures for investment policy approval in accordance with the Law on Investment and this Decree, except the cases of adjustment investment projects specified in Clauses 1 and 3, Article 102 of this Decree.

2. Investment licenses, investment incentive certificates, investment certificates, investment registration certificates, or papers of equivalent legal validity issued by competent state agencies before the effective date of the Law on Investment are as legally valid as investment registration certificates.

3. Papers of equivalent legal validity specified in Clause 1 of this Article are documents or decisions issued by competent state agencies to decide on investment policy or permit or approve investment in projects in accordance with the laws on investment, land, construction, housing, urban areas, bidding and enterprises that are effective at the time of issuance of such documents or decisions.

4. Point dd, Clause 2, Article 35 of the Law on Investment shall apply to cases in which investors fail to comply with investment licenses, investment incentive certificates, investment certificates, investment registration certificates or investment policy decisions, investment policy approval documents or investment approval documents in accordance with the laws on investment, housing, urban areas and construction before the effective date of the Law on Investment.

Article 102. Adjustment of investment projects that commence to be implemented before the effective date of the Law on Investment

1. For investment projects specified in Point b, c or d, Clause 2, Article 52 of the Law on Investment, it is not required to carry out procedures for investment policy approval or investment policy adjustment approval upon adjustment of investment projects, except the following cases:

a/ Change in or addition of contents or objectives of the investment projects, making such contents or objectives be subject to investment policy approval as specified in Article 24 of the Law on Investment;

b/ Expansion of the scale of the investment projects, making the projects be subject to investment policy approval as specified in Article 24 of the Law on Investment;

c/ Adjustment of the investment projects involving a request for the State to allocate or lease land not through auction, bidding or acquisition of land use rights or land-attached assets, except the case of land allocation or land lease to households and individuals that is not subject to written approval by provincial-level People’s Committees in accordance with the land law;

d/ Adjustment of the investment projects involving a request for the State to permit land repurposing under Clause 3, Article 35 of this Decree, except the case of land repurposing permission for households and individuals that is not subject to written approval by provincial-level People’s Committees in accordance with the land law.

2. In case of adjustment of the contents specified in Points a, b, c and d, Clause 1 of this Article, investors shall carry out procedures for adjustment of investment projects under corresponding provisions of Section 5, Chapter IV of this Decree. The state agencies competent to approve investment policy shall consider to-be-adjusted contents to approve investment policy.

3. In case of adjustment of the investment projects specified Point a, Clause 2, Article 52 of the Law on Investment and to-be-adjusted contents fall into one of the cases specified in Points a, b, c, d and dd, Clause 3, Article 33 of the Law on Investment, procedures for investment policy adjustment are as follows:

a/ Investment policy-approving agencies under the Law on Investment are agencies competent to modify investment policy decisions, investment policy approval documents or investment approval documents for the investment projects, except the case specified in Point b of this Clause;

b/ In case of adjustment of investment projects that are not subject to investment policy decision or investment policy approval or investment approval by the Prime Minister in accordance with law before the effective date of the Law on Investment, but now become subject to investment policy approval by the Prime Minister in accordance with the Law on Investment, the Prime Minister shall approve investment policy adjustment in case of expansion of the land use area or addition of contents or objectives subject to investment policy approval as specified in Clause 2, Article 25 of the Law on Investment. Apart from the contents subject to approval of investment policy adjustment by the Prime Minister as specified in this Point, Chairpersons of provincial-level People’s Committees or Management Boards of industrial parks, export-processing zones, hi-tech parks or economic zones shall approve investment policy adjustment in accordance with the Law on Investment and this Decree upon adjustment of other contents specified in Points a, b, c, d and dd, Clause 3, Article 33 of the Law on Investment;

c/ Investors shall carry out procedures for investment policy adjustment according to relevant provisions of Section 5, Chapter IV of this Decree when adjusting the contents specified in this Clause, except the case specified in Point d, Clause 4 of this Article.

4. Investment projects for which competent state agencies decide on investment policy, approve investment policy or approve investment in accordance with the laws on investment, housing, urban areas and construction before the effective date of the 2020 Law on Investment may have their schedule adjusted under the following provisions:

a/ Investors may adjust the schedule of their investment projects in accordance with the Law on Investment and this Decree if falling into one of the cases specified in Points a, b, c, d, dd, e and g, Clause 4, Article 33 of the Law on Investment;

b/ In case the document on investment policy decision, investment policy approval or investment approval does not specify the schedule of the project and the schedule of each phase of the project, the investor may have investment policy or investment approval adjusted in order to determine the schedule of the project and the schedule of each phase of the project. The competence to adjust investment projects must comply with Clause 3 of this Article and the order and procedures for investment policy adjustment must comply with relevant provisions of Section 5, Chapter IV of this Decree;

c/ In case of adjustment of the schedule of an investment project in one of the cases specified in Points a, b, c and d, Clause 4, Article 33 of the Law on Investment, the investor is not required to carry out procedures for approval of investment policy adjustment when extending the project schedule by more than 12 months. The investment registration agency shall carry out procedures for modifying the investment registration certificate specified in Article 56 of this Decree in case an investment registration certificate has been issued for the project.

5. For projects that are subject to investment policy decision or approval in accordance with law before the effective date of the Law on Investment but are not subject to investment policy approval under Clause 3, Article 52 of the Law on Investment and this Decree, investors are not required to carry out procedures for investment policy adjustment when adjusting the projects.

If wishing to adjust investment policy, investors shall carry out procedures for investment policy adjustment under Clause 3, Article 53 of this Decree, for contents of investment projects falling into the case specified in Clause 3, Article 33 of this Law on Investment.

If not wishing to adjust investment policy, investors may implement projects with contents different from projects for which investment policy has been approved, ensuring compliance with relevant laws.

6. When adjusting investment projects not falling into the cases specified in Clauses 1 and 3 of this Article, leading to a change in contents of investment licenses, investment incentive certificates, investment certificates, investment registration certificates or papers of equivalent legal validity issued before the effective date of the Law on Investment, investors shall carry out procedures like those for modification of investment registration certificates specified in Article 56 of this Decree at investment registration agencies so as to have investment registration certificates issued. Investment registration certificates must specify the changed contents of investment projects as well as unchanged contents which remain valid as specified in the investment licenses, investment certificates, investment incentive certificates, investment registration certificates or papers of equivalent legal validity.

7. In case investment licenses, investment certificates or papers of equivalent legal validity specified in Clause 6 of this Article also have contents on business registration, investment registration agencies shall issue investment registration certificates to investors as a substitute for investment projects’ contents stated in investment licenses, investment certificates or papers of equivalent legal validity in adherence to the principle specified in Clause 6 of this Article. The contents on business registration in investment licenses, investment certificates or papers of equivalent legal validity remain valid.

Article 103. Transfer of investment projects under Clause 5, Article 52 of the Law on Investment

1. A dossier of request for transfer of an investment project must comprise the documents specified in Points a, b, c, d, e and g, Clause 5, Article 57 of this Decree, and copies of the certificate of land use rights and documents on the investment project.

2. If wishing to transfer an investment project under Clause 5, Article 52 of the Law on Investment:

a/ The investor-transferor shall submit 1 set of dossier specified in Clause 1 of this Article, enclosed with its electronic version, to the provincial-level Department of Finance;

b/ The provincial-level Department of Finance shall consider conditions for transfer of investment projects as specified in Clause 5, Article 52 of the Law on Investment for reporting to the Chairperson of the provincial-level People’s Committee for the latter to approve investment policy simultaneously with approval of the investor-transferee within 14 working days after receiving a valid dossier, or consider issuing an investment registration certificate within 10 days after receiving a valid dossier.

Within 3 working days after receiving a report from the provincial-level Department of Finance, the Chairperson of the provincial-level People’s Committee shall consider and approve investment policy simultaneously with investor approval.

Article 104. Implementation of investment activities by foreign-invested economic organisations established before the effective date of the Law on Investment

1. Economic organisations falling into the case specified in Point a, b or c, Clause 1, Article 20 of the Law on Investment are not required to satisfy conditions and carry out investment procedures applicable to foreign investors in accordance with the Law on Investment and this Decree if they establish other economic organisations or make investment in the form of contributing capital to or purchasing shares or capital contributions from other economic organisations or make investment under BCCs before the effective date of the Law on Investment.

2. Economic organisations established before the effective date of the Law on Investment and falling into one of the cases specified in Points a, b and c, Clause 1, Article 20 of the Law on Investment must, from the effective date of the Law on Investment, satisfy conditions and carry out investment procedures applicable to foreign investors in accordance with the Law on Investment and this Decree when adjusting investment projects that commence to be implemented before the effective date of the Law on Investment; changing or adding business investment sectors and trades; establishing other economic organisations; making investment in the form of contributing capital to or purchasing shares or capital contributions from other economic organisations; or making investment under BCCs.

3. In case of adjustment of the investment projects specified in Clause 2 of this Article, economic organisations shall carry out procedures for investment policy approval or investment policy adjustment, issuance of investment registration certificates or modification of investment registration certificates in accordance with relevant provisions of the Law on Investment and this Decree. Investment registration agencies shall only consider the satisfaction of investment conditions for contents requested to be adjusted but not reconsider the contents being implemented under the projects.

Article 105. Security for implementation of investment projects that commence to be implemented before the effective date of the Law on Investment

1. Investors that sign deposit payment agreements with investment registration agencies before the effective date of the Law on Investment may continue to implement the signed agreements.

2. If wishing to change the form of security for implementation of the project in order to apply guarantee for the deposit payment obligation in accordance with the Law on Investment and this Decree, or if wishing to adjust conditions for deposit refund, the investor shall reach agreement with the investment registration agency for modification of the signed deposit payment agreement in accordance with the Law on Investment and this Decree.

3. Investors that have not yet signed deposit payment agreements in accordance with the law on investment before the effective date of the Law on Investment and this Decree shall comply with the provisions of the Law on Investment and this Decree regarding security for implementation of investment projects.

4. In case the adjustment of the objectives or schedule or the land repurposing of an investment project as specified in Clause 7, Article 52 of the Law on Investment makes the project be subject to deposit payment or subject to guarantee for the deposit payment obligation to secure the implementation of the project under the Law on Investment and this Decree, the investor shall pay a deposit or obtain a guarantee for the deposit payment obligation in accordance with the Law on Investment and this Decree, for the to-be-adjusted part of the project.

After the issuance of the decision on investment policy approval simultaneously with investor approval and before the issuance of the decision on land allocation, land lease or land repurposing permission for the adjusted part of the project (if any), the investment registration agency and the investor shall reach an agreement on the time of providing security for implementation of the investment project.

Article 106. Adjustment of projects involving a commitment on non-compensation transfer of assets to the Vietnamese State or the Vietnamese partners

1. For investment projects in which foreign investors commit to conduct non-compensation transfer of their assets to the Vietnamese State or the Vietnamese partners (below referred to as projects involving a commitment on non-compensation transfer), upon the expiration of the projects’ operation duration stated in investment licenses, investment certificates or investment registration certificates, foreign investors (in case foreign investors make investment under BCCs) or foreign-invested economic organisations are obliged to conduct non-compensation transfer of assets in their status quo and normal operation conditions to the Vietnamese State or the Vietnamese partners being state enterprises.

2. For a project involving a commitment on non-compensation transfer, it is not allowed to consider removing the conditions for non-compensation transfer of assets as committed under Clause 1 of this Article and adjust the project’s contents that lead to a change of conditions for transfer of such assets, except the cases specified in Clauses 3 and 4 of this Article.

3. In case the handover of land for the Vietnamese partner being a state enterprise (below referred to as the Vietnamese partner) for contributing the value of land use rights as capital is delayed, the delay period shall not be included in the operation duration of the project with a commitment on non-compensation transfer.

4. In case the Vietnamese partner being a state enterprise transfers the whole or part of its capital contribution in a foreign-invested enterprise, the value of the to-be-transferred capital contribution shall be determined through public auction to apply the highest offer price to the foreign partner. In case the foreign partner does neither purchase nor wholly purchase the capital contribution at such highest price, the Vietnamese partner’s capital contribution shall be sold to the organisation or individual that has offered the highest price.

Conditions, order and procedures for transfer of part or the whole of the capital contribution of the Vietnamese partner being a state enterprise must comply with the law on management and use of state capital invested in production and business at enterprises and the law on enterprises.

5. The adjustment of projects involving a commitment on non-compensation transfer as specified in Clauses 3 and 4 of this Article shall be approved by the Prime Minister. Investors shall carry out procedures for project adjustment in accordance with relevant provisions of Section 5, Chapter IV of this Decree.

Article 107. Handling of assets after non-compensation transfer to the Vietnamese State or Vietnamese partners

1. The establishment of the all-people ownership and the management of assets of projects involving a commitment on non-compensation transfer (below referred to as transferred assets) to the Vietnamese State after termination of the projects’ operation must comply with the law on management and use of public assets.

2. In case the transferee is an enterprise in which the State holds 100% of charter capital, the handling of transferred assets shall be decided by the owner’s representative agency at the state enterprise in accordance with the law on management and use of state capital invested in production and business at enterprises.

3. In case the transferee is an equitized state enterprise, the assets shall be transferred to the Vietnamese State. The handling of transferred assets must comply with relevant provisions of Clause 1 of this Article.

4. After the land use period expires, the handling of land use rights must comply with the land law.

Article 108. Organisation and operation of enterprises with issued investment licenses or investment certificates (which are also business registration certificates)

1. Enterprises operating under investment licenses may continue to be organised and operate under these investment licenses and the Charter of the enterprises. For contents not stated in investment licenses and the Charter of the enterprises, enterprises shall implement them in accordance with the Law on Enterprises, the Law on Investment and other relevant laws in adherence to the following principles:

a/ A wholly foreign-owned enterprise of a foreign investor shall comply with relevant provisions applicable to single-member limited liability companies;

b/ A wholly foreign-owned enterprise of two or more foreign investors or a joint-venture enterprise shall comply with relevant provisions applicable to limited liability companies with two or more members;

c/ A foreign-invested joint stock company established under the Government’s Decree No. 38/2003/ND-CP of April 15, 2003, on transformation of a number of foreign-invested enterprises into joint stock companies, shall comply with relevant provisions applicable to joint stock companies.

2. Enterprises operating under investment certificates (which are also business registration certificates) may continue to be organised and operate under these certificates and the Charter of the enterprises. For contents not stated in investment certificates (which are also business registration certificates) and the Charter of the enterprises, enterprises shall implement them in accordance with the Law on Enterprises, the Law on Investment and other relevant laws.

Article 109. Conversion into investment registration certificates or enterprise registration certificates

1. An investor that obtains the investment license, investment incentive certificate, investment certificate or paper of equivalent legal validity for its/his/her investment project before the effective date of the Law on Investment may shift to operate under the investment registration certificate according to the following procedures:

a/ The investor shall submit 1 set of dossier for conversion of the investment license, investment incentive certificate, investment certificate or paper of equivalent legal validity into an investment registration certificate to the investment registration agency, which must comprise a request for conversion of investment license, investment incentive certificate, investment certificate or paper of equivalent legal validity into an investment registration certificate, and a copy of such license, certificate or paper;

b/ The investment registration agency shall issue an investment registration certificate to the investor within 3 working days after receiving the dossier specified in Point a of this Clause. The investment registration certificate must have the investment project’s contents stated in the investment license, investment incentive certificate, investment certificate or paper of equivalent legal validity. The business registration contents in the investment license, investment incentive certificate, investment certificate or paper of equivalent legal validity remain valid.

2. Enterprises operating under investment licenses, investment certificates (which are also business registration certificates) or papers of equivalent legal validity (below collectively referred to as certificates) issued before the effective date of the Law on Investment may continue to operate under these certificates without having to carry out procedures for conversion of these certificates into enterprise registration certificates.

3. If wishing to apply for an investment registration certificate or enterprise registration certificate in substitution for an investment license, investment certificate (which is also business registration certificate) or paper of equivalent legal validity, an investor shall:

a/ Apply for an enterprise registration certificate under Clause 2 of this Article;

b/ Apply for an investment registration certificate under Clause 1 of this Article (a dossier of application for an investment registration certificate must comprise a copy of the enterprise registration certificate issued under Clause 2 of this Article and the paper specified in Point a, Clause 1 of this Article).

4. From the date an enterprise registration certificate is issued for an enterprise under Clauses 2 and 3 of this Article, the enterprise may continue to exercise all rights and perform all obligations stated in the investment license, investment certificate (which is also business registration certificate) or paper of equivalent legal validity, including the rights and obligations towards the investment project; the investor mentioned in the investment license, investment certificate (which is also business registration certificate) or paper of equivalent legal validity shall exercise the rights and perform the obligations towards the investment project in the capacity as member or shareholder of the enterprise.

5. Upon the expiration of the operation duration or the termination of the operation of an investment project, the enterprise operating under its investment license, investment certificate (which is also business registration certificate) or paper of equivalent legal validity shall carry out procedures for terminating the operation of the investment project in accordance with the Law on Investment and this Decree without being compelled to terminate the operation of the enterprise, unless otherwise prescribed by law.

Article 110. Modification of business registration contents in investment licenses or investment certificates (which are also business registration certificates)

1. An enterprise operating under its investment license or investment certificate (which is also business registration certificate) or a paper of equivalent legal validity shall carry out procedures for modification of business registration contents at the business registration agency in accordance with the law on enterprises.

2. If wishing to modify business registration contents and adjust its investment project, an economic organisation shall carry out procedures for modification of business registration contents at the business registration agency so as to have an enterprise registration certificate issued under Clause 1 of this Article. After obtaining the enterprise registration certificate, the economic organisation shall adjust contents of the investment project at the investment registration agency so as to have an investment registration certificate issued under relevant provisions of Article 102 of this Decree.

3. If wishing to modify contents on registration of operation of its branch or representative office, an enterprise operating under its investment license or investment certificate (which is also business registration certificate) or a paper of equivalent legal validity issued before the effective date of the Law on Investment shall carry out procedures for the modification under relevant provisions of the law on enterprises.

4. Suspension from business, termination of operation, reorganisation or dissolution of enterprises operating under investment licenses or investment certificates (which are also business registration certificates):

a/ Enterprises operating under investment licenses or investment certificates (which are also business registration certificates) shall carry out procedures for suspension from business, termination of operation, reorganisation or dissolution at business registration agencies;

b/ Dossiers, order and procedures for suspension from business, termination of operation, reorganisation or dissolution of enterprises operating under investment licenses or investment certificates (which are also business registration certificates) must comply with the law on enterprises.

Section 3

IMPLEMENTATION PROVISIONS

Article 111. Effect

1. This Decree takes effect on the date of its signing, except the case specified in Clause 2 of this Article.

2. Articles 11 and 12 of this Decree take effect on July 1, 2026.

3. From the effective date of the Law on Investment, the following Decrees cease to be effective:

a/ The Government’s 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;

b/ The Government’s Decree No. 19/2025/ND-CP of February 10, 2025, detailing the Law on Investment regarding special investment procedures;

c/ The Government’s Decree No. 239/2025/ND-CP of September 3, 2025, amending and supplementing a number of articles of the Government’s 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;

Article 112. Implementation responsibility

1. The Ministry of Finance shall detail and guide the implementation of articles and clauses as assigned in accordance with the Law on Investment and this Decree.

2. Within the ambit of their functions and tasks, ministries and ministerial-level agencies shall:

a/ Propose the Government to consider abolishing, adjusting or adding business investment conditions for sectors and trades subject to conditional business investment that are abolished, adjusted or added under the Law on Investment;

b/ Propose the Government to consider promulgating, amending or supplementing other decrees related to business investment to ensure the implementation of the Law on Investment and this Decree.

3. 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
HO DUC PHOC