Decree No. 96/2026/ND-CP on elaborating and providing guidelines for implementation of certain Articles of the Law on Investment

DECREE

ELABORATING AND PROVIDING GUIDELINES FOR IMPLEMENTATION OF CERTAIN ARTICLES OF THE LAW ON INVESTMENT

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

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

Pursuant to the Law on Enterprises No. 59/2020/QH14 amended and supplemented by the Law No. 03/2022/QH15 and Law No. 76/2025/QH15;

At the request of the Minister of Finance;

The Government hereby promulgates a Decree elaborating and providing guidelines for implementation of certain Articles of the Law on Investment.

Chapter I

GENERAL PROVISIONS

Article 1. Scope and regulated entities

1. This Decree elaborates Article 6, Article 7, Article 8, clause 2 Article 10, Article 14, Article 15, Article 17, Article 19, Article 20, Article 21, Article 22, Article 23, Article 25, Article 26, Article 28, Article 30, Article 31, Article 32, Article 33, Article 34, Article 35, Article 36, Article 37, Article 44, Article 46, Article 47, Article 49, Article 51 and Article 52 of the Law on Investment and provides for measures to organize and provide guidelines for the implementation of the Law on Investment regarding business investment conditions; business lines and conditions for market access by foreign investors (hereinafter referred to as “market access”); guarantees for business investment; investment incentives and assistance; investment procedures; investment promotion; reporting regimes; state management of business investment activities in Vietnam.

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

Article 2. Definitions

For the purposes of this Decree, the terms below are construed as follows:

1. “valid copy” means a copy that is extracted from the master register or a copy that is authenticated as a copy from the original by a competent agency or organization or from a national database in case the original information is stored on the national residents database, enterprise registration database or investment database and specialized database in accordance with law.

2.  “National Investment Portal” is part of the National Investment Information System used to implement procedures for issuance and adjustment of investment registration certificates and outward investment registration certificates; to post and update legislative documents, policies and market access conditions; to update and extract information about investment promotion and foreign investment activities in Vietnam, outward investment, development of industrial parks, economic zones, and state management of investment activities.

3. “investment incentive-applying agency” means a tax authority, finance authority, customs authority or another authority with power corresponding to each type of investment incentive.

4. “investment treaty” means a treaty which is effective for Vietnam, of which the State or the Government of the Socialist Republic of Vietnam is a member and which specifies the rights and obligations of the State or the Government of the Socialist Republic of Vietnam with regard to investment activities of investors of any country or territory which is a member of the treaty, including:

a) Bilateral and multilateral agreements in investment encouragement and protection;

b) Free trade agreements and other regional economic integration agreements;

c) Protocol on Accession to the Agreement Establishing the World Trade Organization (WTO) signed by the State of the Socialist Republic of Vietnam on November 07, 2006;

d) Other treaties that specify 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 contains all the documents specified in this Decree, provided that those documents are fully filled in accordance with law.

6. “dossier for implementation of investment procedures” means a dossier prepared by an investor or competent state agency, including electronic copies of the documents included in the dossier as prescribed in clause 5 Article 6 of this Article, in order to implement procedures for issuance or adjustment of an investment policy; issuance or adjustment of an investment registration certificate, and other relevant procedures to perform investment activities in accordance with the provisions of the Law on Investment and this Decree.

7. “area affecting national defense and security” specified in clause 9 Article 24 of the Law on Investment means any island; commune, ward or special zone in a border area; coastal commune or ward; other area affecting national defense and security.

8. “other area affecting national defense and security” means any area determined in accordance with the provisions of the law on national defense and security, including:

a) Any area with national defense and security works, a military zone, restricted or protected zone, safety corridor of national defense works or of a military zone in accordance with the law on protection of national defense works and military zones;

b) Any area bordering important political, economic, diplomatic, scientific and technical, cultural or social targets which are guarded by the People’s Police forces in accordance with the law on VIP protection;

c) Important works related to national security and their safety corridors in accordance with the law on protection of important works related to national security;

d) Economic-defense zones as per the Government’s regulations on combination of national defense and socio-economic development activities and socio-economic development and national defense activities;

dd) Security industrial parks and dual-use security industrial parks in accordance with law on national defense and security industry and industrial mobilization;

e) Any area of a military or defense value according to the Prime Minister’s decision approving the master planning scheme for arranging national defense in association with socio-economic development;

g) Any area where foreign organizations and individuals are not permitted to own housing for assurance of national defense and security as per the law on housing.

9. The “Law on Enterprises” means Law No. 59/2020/QH14 passed by the 14^th National Assembly of the Socialist Republic of Vietnam during its 9^th session on June 17, 2020, which is amended and supplemented by the Law No. 03/2022/QH15 and Law No. 76/2025/QH15.

10. The “Law on Investment” means Law No. 143/2025/QH15 passed by the 15th National Assembly of the Socialist Republic of Vietnam during its 10th session on December 11, 2015.

11. The “Law on Investment 2020” means Law No. 61/2020/QH14 passed by the 14th National Assembly of the Socialist Republic of Vietnam during its 9th session on June 17, 2020, which is amended and supplemented by the 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. “business lines for which Vietnam has not yet made market-access commitments” are business lines which, under investment treaties, Vietnam has not made any commitment or has reserved the right to issue measures unconformable with the market access obligations, national treatment obligations or other obligations regarding non-discriminatory treatment between domestic investors and foreign investors as specified in such investment treaties.

13. “document about legal status of an investor” means a valid copy of the investor’s personal identification document or document certifying the establishment and operation of an economic organization or information which may be extracted from databases having equivalent legal validity, including:

a) Personal identification number for an individual who is a Vietnamese citizen;

b) A valid copy of valid passport or other personal identification document for an individual who holds foreign nationality;

c) Enterprise identification number for an enterprise which is established and operates as per the Law on Enterprises;

d) A valid copy of one of the following documents: business registration certificate, establishment certificate, establishment and operation license, establishment decision or other documents having equivalent legal validity in the case of an organization.

14. “rural area” means a commune- or special zone-level administrative division (excluding special zones where the local governments assume their duties and powers equivalent to those of ward-level local governments).

Article 3. State’s guarantees to implement investment projects

1. Based on the socio-economic conditions and demands for investment attraction from time to time, and based on the objective, scale and nature of an investment project, the Prime Minister shall consider and decide the forms and contents of the State’s guarantees to implement investment projects subject to investment policy approval by the National Assembly or the Prime Minister, and other important projects on investment in infrastructure development at the request of Ministries, ministerial agencies, People’s Committees of provinces and central-affiliated cities (hereinafter referred to as “provincial People’s Committees”).

2. The State’s guarantees to implement investment projects as prescribed in clause 1 of this Article may be considered and applied in the following forms:

a) Providing partial support for foreign currency balancing according to the foreign exchange management policy and within the capacity for foreign currency balancing from time to time;

b) Other forms of the State’s guarantee decided by the Prime Minister.

3. Investors and projects enterprises investing in the form of public – private partnership (PPP) may apply the forms of investment guarantee specified in Chapter II of the Law on Investment and regulations of law on PPP investment.

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

1. Where a legislative document is promulgated containing a provision which change the investment incentives currently applicable to investors before the effective date of such document, these investors will be entitled to the guarantee of investment incentives in accordance with Article 12 of the Law on Investment.

2. The investment incentives guaranteed as per clause 1 of this Article consist of:

a) Investment incentives specified in the investment license, business license, investment incentive certificate, investment certificate, investment registration certificate, investment policy decision, decision approving investment policy or other document issued or applied by a competent person or competent state agency as prescribed by law;

b) Investment incentives to which an investor is entitled as prescribed by law other than those specified in point a of this clause.

3. An investor that wishes to apply the investment guarantee measures stipulated in clause 4 Article 12 of the Law on Investment shall send a written request to the investment registration authority enclosed with one of the following documents: investment license, business license, investment incentive certificate, investment certificate, investment registration certificate, investment policy decision, decision on investment policy approval or another document issued by a competent state agency or competent person which contains provisions on the investment incentives (if any). The written request shall contain the following details:

a) Name and address of the investor;

b) The investment incentives prescribed in the legal document before the effective date of a new legal document including the type of incentive, the conditions for enjoying it, the level of incentive (if any);

c) The contents of the new or amended legislative document whose provisions change the investment incentives applicable to the investor as specified in point b of this clause;

d) The investor’s proposal for application of investment guarantee measures prescribed in clause 4 Article 12 of the Law on Investment.

4. The investment registration authority shall consider and decide the application of the investment guarantee measures proposed by the investor within 30 days from the receipt of the valid dossier prescribed in clause 3 of this Article. If the request is beyond the investment registration authority’s power, it shall make a submission to the competent state agency for its consideration and decision.

Article 5. Language used in dossiers for implementation of investment procedures

1. Dossiers for implementation of investment procedures, documents and reports to be sent to competent state agencies must be in Vietnamese.

2. Any dossier for implementation of investment procedures containing documents in a foreign language must be enclosed with their Vietnamese translations.

3. If any document in a dossier for implementation of investment procedures is made in both Vietnamese and a foreign language, the Vietnamese version shall be used for implementation of the investment procedures.

4. The investor is responsible for discrepancies between the translation or a copy and the original and for discrepancies between the Vietnamese and foreign language versions.

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

1. Dossiers are received and procedures related to investment activities by investors are handled as follows:

a) Every investor shall take legal responsibility for the legitimacy, accuracy and truthfulness of their dossiers and documents submitted to competent state agencies;

b) The dossier receiving authority shall check the validity of the application and may not request the investor to submit any additional documents other than those specified in the Law on Investment and this Decree;

c) For an application dossier for approval of investment policy submitted by an investor as prescribed at points c and d clause 6 of Article 30 or the application dossier for investment registration as prescribed in Article 47 of this Decree, within 02 working days from the date of receipt of a valid dossier from the first investor, the investment registration authority shall notify the receipt of such dossier on the electronic information portal and at the division responsible for receiving and handling administrative procedures of that investment registration authority. Publicly disclosed information includes: the project name, objectives, implementation location, name of the investor, and date of receipt of the dossier;

d) In case there is a request for amendment or supplementation of a dossier, the receiving authority shall send the investor a written notice on one occasion of all of the contents to be amended or supplemented in the one dossier set. The notice must specify the bases, contents and time limit for amending or supplementing the dossier. The investor has the responsibility to amend or supplement the application within the time limit specified in the notice. In case the investor fails to amend or supplement the application within the notified time limit, the Ministry of Finance and investment registration authority shall consider suspending the dossier processing and send a written notice thereof to the investor;

dd) When requesting the investor to provide explanation for contents of the dossier, the Ministry of Finance and investment registration authority shall send the investor a notice specifying the time limit for providing the explanation. If the investor fails to provide the explanation, the Ministry of Finance and investment registration authority shall send a written notice of suspension of application processing to the investor;

e) The time spent by the investor on amendment or supplementation or provision of explanation as specified in points c and d of this clause and the time spent on handling of an administrative violation in the field of investment (if any) shall not be included in the time limit for handling of administrative procedures in accordance with the Law on Investment and this Decree.

g) In case of refusal to issue or adjust the decision on investment policy approval, decision on investor approval, investment registration certificate or any other administrative document on investment prescribed in the Law on Investment and this Decree, the Ministry of Finance and investment registration authority shall send the investor a written notice specifying the reason therefor.

2. The investment registration authority shall send the investor a written notice specifying the reasons for suspension of dossier processing or for refusal to issue or adjust the decision on investment policy approval, decision on investor approval, investment registration certificate or any other administrative document on investment in the following circumstances:

a) The investor fails to amend or supplement the dossier or fails to provide the explanation as requested within the time limit notified by the Ministry of Finance and the investment registration authority;

b) The proposed contents or adjustments to a project or the request for issuance or adjustment of the decision on investor approval, investment registration certificate or any other administrative document fails to meet the requirements or conditions prescribed by law;

c) The investor submits the dossier after the time limit prescribed in Article 33 of this Decree in cases where two or more investors submit valid application dossiers for implementation of an investment project at the same location.

3. An investor may choose to submit the dossier either in person or via the public postal service for the handling of administrative procedures.

Where the National Investment Information System or the information system for implementation of investment and business procedures meets the requirements for extraction and operation in the implementation of investment procedures, the investor may choose to submit the dossier online.

4. The Ministry of Finance and the investment registration authority shall extract and use information already available in databases to replace documents in the dossier required for the handling of administrative procedures as prescribed in this Decree. If information cannot be extracted or the extracted information is incomplete or inaccurate, the Ministry of Finance and the investment registration authority shall request the individual or organization to provide additional documents in order to handle the administrative procedures.

5. When implementing administrative procedures in accordance with the Law on Investment and this Decree, the investor shall submit electronic versions of the documents included in the dossier according to the following regulations:

a) An electronic version of a document must bear a digital signature in accordance with the law on electronic transactions (unless a foreign investor or an economic organization specified in clause 1 Article 20 of the Law on Investment implements an investment project before establishing an economic organization), and have legal validity equivalent to that of the physical document already submitted to the Ministry of Finance and the investment registration authority;

b) The investor is responsible for the accuracy, consistency, and completeness of both physical and electronic documents in the dossier submitted to the Ministry of Finance and the investment registration authority. In case there is any discrepancy between physical and electronic documents, the physical documents shall have the final legal validity. The Ministry of Finance and the investment registration authority shall not be responsible for any inconsistency between physical and electronic documents;

c) The Ministry of Finance and the investment registration authority are responsible for publicly disclosing the address and method for receiving electronic documents from investors on the National Investment Information Portal, web portal of the Ministry of Finance, and web portal of the local state management agency for investment.

6. In the course of processing dossiers for implementation of investment procedures, opinions shall be sought from state agencies as follows:

a) The authority requesting opinions (hereinafter referred to as “requesting authority”) must determine whether contents about which opinions are collected are appropriate to the functions and duties of the authority from which the opinion is sought (hereinafter referred to as “the requested authority”) and 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, the requested authority shall give a response and take responsibility for the opinions within the bounds of its functions and duties; if, upon the expiry of this time limit, such authority fails to give any opinion, it is deemed to concur with the contents under its management.

7. For the documents proving the investor’s financial capacity in the dossier for implementation of administrative procedures, it is not required that the investor’s financial statements for the last 02 years be audited, and no time limit is required for the parent company’s commitment to provide financial support, financial institution’s commitment to provide financial support or guarantee of the investor’s financial capacity, unless otherwise provided by law.

8. Competent authorities and persons shall only take responsibility for the contents assigned for their acceptance, appraisal or approval or for handling of other procedures related to investment activities as prescribed in the Law on Investment and this Decree; shall not take responsibility for the contents which they previously accepted, appraised, approved or handled.

9. The Ministry of Finance, investment registration authorities and other state management agencies shall not settle disputes between investors and between investors and related organizations and individuals during the process of carrying out investment activities.

10. Investors shall bear responsibility as prescribed by law and bear all damage in case of their failure to implement or correctly implement the procedures specified in the Law on Investment, this Decree and relevant laws.

Article 7. Handling forged dossiers

1. If a competent authority, organization or person determines that there are forged contents in the dossier for implementation of investment procedures, the investment registration authority shall implement the following procedures:

a) Notify the investor in writing of the violation;

b) Invalidate or report to the competent authority or person to consider invalidating the decision on investment policy approval, decision on investor approval, investment registration certificate or any other administrative document (hereinafter referred to as “documents and papers”) issued for the first time or invalidate the documents and documents recorded based on the forged information;

c) Restore documents and letters issued based on the latest valid dossier, and at the same time handle the violation or report to a competent authority or person to do so as prescribed by law.

2. Investors are legally liable for any damage caused by forging contents of dossiers or documents.

Article 8. Responsibilities to disclose and provide information about investment projects

1. Investment registration authorities, state management agencies for planning, natural resources, environment and construction, and other state management agencies shall fully and publicly disclose make planning schemes and lists of investment projects in accordance with law.

2. Where an investor requests information about planning schemes, lists of investment project and other information related to investment projects, the authorities mentioned in clause 1 of this Article shall provide information within their power to such investor within 05 working days from the receipt of the investor’s written request.

3. Investors are entitled to use information as prescribed in clause 1 and clause 2 of this Article to compile dossiers and implement investment projects.

Article 9. Mechanisms for resolving difficulties facing investors and for preventing disputes between the State and investors

1. During the process of carrying out business investment activities, investors are entitled to report difficulties and recommendations related to the application and implementation of laws to competent state agencies.

2. Competent state agencies shall resolve investors’ difficulties and recommendations in accordance with law.

3. Investors are entitled to file complaints or denunciations or lawsuits in accordance with regulations of law on denunciations and complaints; file administrative lawsuits in accordance with regulations of law on administrative procedures if there are grounds for presuming that an administrative decision or administrative act is unlawful and infringes upon their legitimate rights and interests.

4. If a difficulty, recommendation, complaint, denunciation or lawsuit may potentially lead to an international investment dispute, the state agency shall promptly notify the Ministry of Finance, the Ministry of Justice and the Ministry of Foreign Affairs in writing for cooperation in settling and preventing the dispute.

5. If an international investment dispute arises, the cooperation in settling the dispute shall comply with the Prime Minister’s Decision on the regime for cooperation in settling international investment disputes and relevant laws.

6. The Ministry of Finance shall provide guidelines for implementation of the regime for processing and updating information and reports on notification of difficulties and recommendations as prescribed in clause 1 of this Article.

Chapter II

BUSINESS LINES

Section 1. BANNED BUSINESS LINES AND CONDITIONAL BUSINESS LINES

Article 10. Banned business lines

1. Investors must not conduct business investment activities in the business lines specified in Article 6 of the Law on Investment.

2. The production and use of the products specified in points a, b and c clause 1 Article 6 of the Law on Investment in analysis, testing, scientific research, health care, pharmaceutical production, crime investigation, national defense and security protection shall comply with the following regulations:

a) The competent state agency may permit the production and use of narcotic substances in accordance with the Government’s on the List of narcotic substances and precursors, the Single Convention on Narcotic Drugs of 1961, and the United Nations Convention Against Illicit Traffic in Narcotic Drugs and Psychotropic Substances of 1988;

b) For chemicals and minerals specified in the Law on Investment, the competent state agency may permit their production and use according to the Government’s regulations on management of chemicals subject to control under Convention on the Prohibition of the Development, Production, Stockpiling and Use of Chemical Weapons and on their Destruction and documents providing guidance on implementation of the Rotterdam Convention on the Prior Informed Consent Procedure for Certain Hazardous Chemicals and Pesticides in International Trade;

c) For specimens of wild flora and fauna species, specimens of endangered, precious and rare forest fauna and flora species and aquatic species in Group I exploited from nature that are banned by the Law on Investment, the competent state agency may permit their exploitation in accordance with regulations of law on forestry, law on biodiversity, law on fisheries, relevant laws and Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES).

3. The review and proposal for amendment, addition to and evaluation of implementation of regulations on banned business lines specified in Article 6 of the Law on Investment shall be carried out in accordance with the corresponding sequence and procedures for conditional business lines as specified in Article 13 and Article 14 of this Decree.

Article 11. Conditional business lines and business investment conditions

1. Investors may do business in conditional business lines specified in Appendix IV to the Law on Investment as soon as they fully satisfy the conditions as prescribed by law and shall keep satisfying throughout the business investment process.

2. Investors that fulfill the business investment conditions are entitled to be granted the documents in the forms specified in points a, b, c and d clause 5 Article 7 of the Law on Investment (hereinafter referred to as “licenses”) or to carry out business investment activities when the conditions specified in point dd clause 5 Article 7 of the Law on Investment are fulfilled. In case of refusing to issue, renew, amend or supplement a license, the competent state agency shall send a written notice to the investor explicitly stating the reason.

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

1. The Ministry of Finance shall preside over and cooperate with other ministries and ministerial agencies in reviewing and collating business investment conditions for announcement on the National Business Registration Portal.

2. The business investment conditions to be announced as prescribed in clause 1 of this Article include:

a) Conditional business lines specified in the Appendix IV to the Law on Investment;

b) Bases for application of the business investment conditions to the business lines as specified in point a of this clause;

c) Conditions that must be satisfied by individuals and economic organizations to carry out business investment activities as prescribed in clause 2 Article 11 hereof.

3. If business investment conditions are changed according to a law or resolution of the National Assembly, an ordinance or resolution of the Standing Committee of National Assembly, a Government’s Decree or a signed treaty on investment, a Ministry or ministerial agency shall update business investment conditions or changes to business investment conditions including those specified in clause 2 of this Article on the National Enterprise Registration Portal and send a written notice to the Ministry of Finance for monitoring and consolidation.

4. Annually, the Ministry of Finance shall preside over and cooperate with other ministries and ministerial agencies in reviewing and reporting to the Government for the announcement the List of conditional business lines requiring licensing and certification before commencing investment and business activities, and the List of conditional business lines requiring a shift in the business condition management method from licensing and certification to declaration of fulfillment of business requirements and conditions for adoption of the post-inspection management method.

Article 13. Review and assessment of implementation of regulations on business investment conditions

1. On an annual basis, according to the socio-economic development conditions and requirements for state management from time to time and investment treaties, ministries and ministerial agencies shall review and assess the implementation of regulations on conditional business lines and business investment conditions under their management.

2. The review and assessment shall cover:

a) Assessment of the implementation of regulations of law on conditional business lines and business investment conditions under their management, effective until the date of the review and assessment;

b) Assessment of the efficiency and effectiveness of the implementation regulations on conditional business lines and investment conditions; any difficulties that arise during the course of implementation;

c) Assessment of any change in socio-economic conditions, techniques and technologies, requirements for management of industries and sectors, and other conditions that affect the implementation of regulations on conditional business lines and business investment conditions (if any);

d) Proposals (if any) for amendments and additions to regulations on conditional business lines and business investment conditions.

Article 14. Proposals for amendment and addition of conditional business lines and investment conditions

1. Before June 30 every year or under the direction of a competent authority, according to the details of review and assessment of implementation of regulations on conditional business lines specified in clause 2 Article 13 of this Decree, ministries and ministerial agencies shall send their proposals to the Ministry of Finance for consolidation.

According to ministries and ministerial agencies’ proposals, the Ministry of Finance shall report them to the Prime Minister, who will assign the Ministry of Finance to amend or add the List of conditional business lines prescribed in the Law on Investment or assign ministries and ministerial agencies to amend or add the List of conditional business lines promulgated together with the Law on Investment prescribed in other relevant laws.

2. Any proposal for amendment or addition of conditional business lines or business investment conditions shall be made in the course of formulating a legislative document in accordance with regulations of the Law on Promulgation of Legislative Documents and contain the following:

a) Conditional business lines or business investment conditions to be amended or added;

b) Analysis of the necessity and purpose of the amendment or addition of conditional business lines or business investment conditions in conformity with the provisions of clause 1 Article 7 of the Law on Investment;

c) Bases for the amendment or addition of conditional business lines or business investment conditions and subjects required to comply with such amendment or addition;

d) Assessment of the rationality and feasibility of the amendment or addition of conditional business lines or business investment conditions and the conformity thereof with investment treaties;

dd) Assessment of the impact of the amendment or addition of conditional business lines or business investment conditions on the state management work and business investment activities by the subjects required to comply with such amendment or addition.

Section 2. BUSINESS LINES AND MARKET ACCESS CONDITIONS APPLICABLE TO FOREIGN INVESTORS

Article 15. Business lines with prohibited and restricted market access for foreign investors

1. Business lines with prohibited and restricted market access for foreign investors and market access restrictions applicable to such business lines are specified in the laws and resolutions of the National Assembly, ordinances and resolutions of Standing Committee of the National Assembly, decrees of the Government and investment treaties. The list of business lines with prohibited and restricted market access (Negative List for Market Access) is provided in Appendix I hereto.

2. Market access conditions applicable to foreign investors shall be in the forms specified in clause 3 Article 8 of the Law on Investment, and shall be published and updated in accordance with Article 18 of this Decree.

3. In addition to the market access conditions for the business lines mentioned in clause 1 and clause 2 of this Article, foreign investors and foreign-invested economic organizations also need to fulfill the following conditions (if any) when carrying out business investment activities in Vietnam:

a) Conditions concerning the use of land, employment of workers; natural resources, minerals;

b) Conditions concerning the manufacture, supply of public services and goods or goods and services on which the State holds monopoly;

c) Conditions concerning ownership, trading in housing or real estate;

d) Conditions concerning application of forms of the State’s assistance and subsidy to certain industries and sectors or to the development of regions or geographical areas;

dd) Conditions concerning participation in programs or plans for state-owned enterprise equitization;

e) Other conditions set out under laws and resolutions of the National Assembly, ordinances and resolutions of Standing Committee of the National Assembly, decrees of the Government and investment treaties which contain regulations that prohibit or restrict market by foreign-invested economic organizations.

Article 16. Entities to which the Negative List for Market Access applies

1. The Negative List for Market Access applies to:

a) The foreign investors as defined in clause 19 Article 3 of the Law on Investment;

b) The economic organizations as specified in points a, b and c clause 1 Article 20 of the Law on Investment upon establishing another economic organizations; making investment in the form of capital contribution or purchase of shares or stakes in another economic organization; making investment under a business cooperation contract.

(In this section, the entities specified in points a and b of this clause are below collectively referred to as foreign investors, unless otherwise prescribed by this Decree).

2. With regard to the business investment activities carried out in Vietnam, an investor being a Vietnamese citizen who concurrently holds foreign nationality may choose to apply market access conditions and investment procedures as applicable to domestic investors or foreign investors. In case of choosing the former, they are not allowed to exercise rights and discharge obligations of a foreign investor.

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

1. Except the business lines on the Negative List for Market Access in Appendix I hereto, foreign investors may access the market in accordance with the same regulations as those applicable to domestic investors.

2. Foreign investors must not invest in the prohibited business lines specified in Section A of Appendix I hereto.

3. For restricted business lines for foreign investors specified in Section B of Appendix I hereto, foreign investors must fulfill the conditions that are published in accordance with Article 18 hereof.

4. Conditions for market access by foreign investors in business lines for which Vietnam has not yet made market-access commitments shall be applied as follows:

a) If laws and resolutions of the National Assembly, ordinances and resolutions of Standing Committee of the National Assembly, and decrees of the Government (hereinafter referred to as “Vietnamese law”) do not contain regulations that restrict market access to those business lines, foreign investors may access the market in accordance with the same regulations as those applicable to domestic investors;

b) If Vietnamese law has regulations market access restrictions for foreign investors, Vietnamese law shall apply.

5. If laws and resolutions of the National Assembly, ordinances and resolutions of Standing Committee of the National Assembly, and decrees of the Government (hereinafter referred to as “newly promulgated document”) contain regulations that restrict market access to the business lines for which Vietnam has not yet made market-access commitments as prescribed in clause 4 of this Article, such conditions shall apply as follows:

a) Foreign investors to whom the conditions for market access as stipulated in clause 4 of this Article applied before the effective date of the newly promulgated document may keep conducting investment activities under the said conditions. In the case of establishing a new economic organization, implementing a new investment project, receiving an investment project, making investment in the form of capital contribution or purchase of shares or stakes in another economic organization or in the form of a contract or adjusting or adding the objectives or business lines for which regulations of the newly promulgated document require the fulfillment of the market access conditions applicable to foreign investors, such conditions must be fulfilled. In this case, the competent state agency shall not reconsider the conditions for market access to the business lines for which an investor previously obtained approval;

b) Foreign investors that carry out investment activities after the effective date of the newly promulgated document must fulfill the market access conditions applicable to investors prescribed in such document.

6. A foreign investor that carries out investment activities in different business lines specified in Appendix I hereto must fulfill all market access conditions applicable to those business lines.

7. Any foreign investor from a country or territory which is not a WTO member and that conduct investment activities in Vietnam may apply the same conditions for market access as those applicable to investors from a country or territory which is a WTO member, unless otherwise prescribed by Vietnamese law or a treaty between Vietnam and such country or territory.

8. Foreign investors that are regulated by an investment treaty which prescribes more favorable conditions for market access applicable to such investors than the provisions of Vietnamese law may apply the market access conditions in such treaty.

9. A foreign investor that is regulated by investment treaties which contain different regulations on market access conditions may apply the market access conditions applicable to all business lines as per one of such treaties. Once the market access conditions prescribed by one of the investment treaties (including a newly signed treaty or an amended or supplemented treaty after the effective date of such treaty which includes the investor in their regulated entities) have been chosen, a foreign investor may exercise their rights and discharge their obligations in accordance with all provisions of such treaty.

10. The restrictions on holdings of foreign investors prescribed by investment treaties shall apply as follows:

a) In case multiple foreign investors contribute capital to, purchase shares or stakes in an economic organization that is regulated by one or more investment treaties, the total holdings of all foreign investors in that economic organization must not exceed the highest limit specified by a treaty containing provisions on holdings of foreign investors in a specific business line;

b) In case multiple foreign investors from the same country or territory contribute capital to, purchase shares or stakes in an economic organization, the total holdings of all of these investors must not exceed the holdings specified by the treaty applicable to such investors;

c) Securities laws that provide for foreign investors’ holdings differently shall apply to public companies, securities companies, securities investment fund management companies, securities investment funds or securities investment companies;

d) In case an economic organization has multiple business lines while an investment treaty provides for foreign investors’ holdings differently, the foreign investors’ holdings in such economic organization must not exceed the limit on foreign investors’ holding in the business line with the lowest limit.

Article 18. Publishing and updating of market access conditions applicable to foreign investors

1. The Ministry of Finance shall preside over and cooperate with other ministries and ministerial agencies in reviewing and collating market access conditions applicable foreign investors regarding the business lines specified in the Appendix I hereto in order to publish them on the National Investment Portal.

2. The contents to be published as prescribed in clause 1 of this Article include:

a) Business lines with prohibited and restricted market access by foreign investors as specified in the Appendix I hereto;

b) The bases for applying market access conditions applicable to foreign investors as specified in clause 1 Article 15 hereof;

c) The market approach conditions appliable to foreign investors as specified clause 3 Article 8 of the Law on Investment.

3. If a law or resolution of the National Assembly, ordinance or resolution of Standing Committee of the National Assembly or decree of the Government or an investment treaty provides for market access conditions applicable to foreign investors but such conditions have yet to be updated to the Negative List for Market Access, and the contents in clause 2 of this Article have yet to be published and updated, regulations laid down in such law, resolution, ordinance or decree shall apply.  The published contents specified in clause 2 of this Article shall be updated as per corresponding provisions of clause 3 Article 12 of this Decree.

4. The review, collation, publishing, proposals for amendment or addition, and assessment of the actual application of the Negative List for Market Access must comply with corresponding provisions of Articles 12, 13 and 14 of this Decree with regard to the list of conditional business lines.

Chapter III

INVESTMENT INCENTIVES AND SUPPORT

Article 19. Objects eligible for investment incentives

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

1. Investment projects in business lines eligible for investment incentives or business lines eligible for special investment incentives specified in Appendix II hereto.

2. Investment projects located in disadvantaged or extremely disadvantaged areas specified in the point a clause 2 Article 15 of the Law on Investment and Article 22 of this Decree.

3. Any investment project whose investment capital is at least VND 6,000 billion if the following conditions are met:

a) At least VND 6,000 billion is disbursed within 03 years from the issuance date of the investment registration certificate or the decision on concurrent approval of investment policy and investor (for the project not subject to the issuance of an investment registration certificate) or the decision on investor approval (for the project not subject to the issuance of an investment registration certificate);

b) The total revenue is at least VND 10,000 billion per year within 03 years from the year in which the revenue is earned or the project has an annual average number of at least 3,000 employees in accordance with regulations of law on labor within 03 years from the year in which the revenue is earned.

4. Projects on investment in social housing construction as per the housing law.

5. Investment projects located in rural areas and employing at least 500 employees per year in accordance with regulations of law on labor (excluding employees who work on a part-time basis and employees who sign employment contracts with a fixed term of under 12 months);

6. Investment projects employing persons with disabilities accounting for at least 30% of the annual average number of employees in accordance with regulations of laws on persons with disabilities and on labor.

7. Hi-tech enterprises, science and technology enterprises, science and technology organizations; projects involving transfer of technologies on the List of technologies the transfer of which is encouraged; science and technology enterprise incubators; enterprises manufacturing and providing technologies, equipment, products and services with a view to satisfaction of environment protection requirements that satisfy the conditions as per the laws on science and technology, high technology, technology transfer and environmental protection; strategic technology enterprises; hi-tech research and development centers; strategic technology research and development centers; hi-tech and strategic technology incubators, hi-tech enterprise incubators, strategic technology enterprises.

8. Vietnam National Innovation Center established under the Prime Minister’s decision;

9. Other innovation centers which are established by agencies, organizations and individuals to carry out and support innovation and innovative start-up activities, and which are recognized based on capacity criteria and operational performance in accordance with the provisions of the law on science, technology, and innovation.

10. An innovative start-up investment project means one of the following projects:

a) A project on manufacture of products created from inventions, utility solutions, industrial designs, layout designs of semi-conductor integrated circuits, computer software, applications on mobile phones, and cloud computing; production of new strains and breeds of livestock, new plant varieties, new aquatic breeds, and new forest tree cultivars; technical advances which have been granted protection certificates in accordance with regulations of law on intellectual property or copyrights or of which international registrations have been recognized as per a treaty of which Vietnam is a member or recognized by a competent state agency;

b) A project on manufacture of products created from pilot production projects, sample products and completed technologies; manufacture of products which have won awards at national startup or innovative startup contests or science and technology awards in accordance with the law on science and technology awards;

c) A project of an enterprise operating at an innovation center or research and development center;

d) A project on manufacture of cultural industrial products formed from copyrights or copyright-related rights which have been granted protection titles in accordance with the law on intellectual property or of which international registrations have been recognized as per a treaty of which Vietnam is a member.

11. Projects on establishment of research and development centers.

12. A product distribution chain of a small and medium-sized enterprise (SME) means a network of intermediaries that distribute the products of such small and medium-sized enterprise to consumers and meet the following conditions:

a) At least 80% of enterprises joining the chain are small and medium-sized enterprises;

b) There are at least 10 locations for distribution of goods to consumers;

c) At least 50% of revenue of the chain are generated by SMEs joining the chain.

13. SME incubators; technical establishments supporting SMEs; co-working spaces supporting start-up SMEs eligible for investment incentives are those established in accordance with regulations of law on provision of assistance for SMEs.

14. Core security industry facilities, core national defense industry facilities as prescribed by the law on national defense and security industry and industrial mobilization.

15. Projects on development of industry linkage clusters and value chains, attraction of investment featuring modern governance, high added value, spillover effects, connection of global production and supply chains.

16. Projects included in the List of works and projects of national significance and key sectoral works and projects approved by the Prime Minister.

Article 20. Principles for applying investment incentives

1. The investment projects specified in clause 3 Article 19 hereof are eligible for investment incentives according to the regulations applicable to investment projects in extremely disadvantaged areas.

2. The investment projects specified in clauses 5 and 6 Article 19 hereof are eligible for investment incentives according to the regulations applicable to investment projects in disadvantaged areas.

3. Investment projects in business lines eligible for investment incentives implemented in disadvantaged areas are eligible for investment incentives according to the regulations applicable to investment projects in extremely disadvantaged areas.

4. The specific levels of the investment incentives for the investment projects mentioned in clauses 1, 2 and 3 of this Article are stipulated under the laws on tax, accounting and land.

5. Regarding an investment project that satisfy conditions for enjoyment of various levels of investment incentive at a time, the investor may choose to apply the highest incentive level.

6. Investment incentives in the case of split-up, split-off, consolidation, merger or conversion of type of an economic organization (hereinafter referred to as “economic organization restructuring”); split-up, split-off, merger or transfer of an investment project are as follows:

a) The economic organization which is formed on the basis of restructuring or the investor receiving the investment project is entitled to inherit the investment incentives (if any) applicable to the investment project before the restructuring or receipt if they still satisfy the conditions for enjoyment of investment incentives;

b) An investment project which is formed on the basis of the split-up or split-off of a project that satisfies the conditions for enjoyment of any level of investment incentive is entitled to such level for the remaining incentive period of the project before the split-up or split-off;

c) An investment project which is formed on the basis of merger of projects shall continue to enjoy the investment incentives according to the pre-merger conditions for incentive enjoyment applicable to each merging project if such conditions are still satisfied. If a merged project satisfies different conditions for enjoyment of investment incentives, the investor is entitled to such investment incentives according to each different condition for the remaining incentive period.

7. If an industrial park, export-processing zone or concentrated digital technology zone established under the Government’s regulations is removed from a planning scheme or repurposed as approved by the competent authority or if a project on investment in construction and commercial operation of infrastructure of the industrial park or export-processing zone is terminated in accordance with regulations of law on investment, the investment projects implemented in such industrial park, export-processing zone or concentrated digital technology zone shall continue to enjoy investment incentives in accordance with the regulations set forth in their investment license, business license, investment incentive certificate, investment certificate, investment registration certificate, investment policy decision, decision on investment policy approval or another document of the competent state agency providing for investment incentives or in accordance with regulations of law in effect at the time of their investment in such industrial park, export-processing zone or concentrated digital technology zone.

Article 21. Special investment incentives and support

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

a) Projects on investment in establishment (including the expansion of such newly established project) of new innovation centers and research and development centers, investment projects on construction of big data center infrastructure, cloud computing infrastructure, 5G-and-above mobile infrastructure, and other digital infrastructure in the field of strategic technology as decided by the Prime Minister, investment projects in the field of strategic technology and production of strategic technology products as decided by the Prime Minister with a total investment capital of VND 3,000 billion or more and with a minimum disbursement of VND 1,000 billion within 03 years from the issuance date of the investment registration certificate or investment policy approval; national innovation centers established under decisions of the Prime Minister;

b) Investment projects on production of key digital technology products, semiconductor research and development, design, manufacturing, packaging and testing, projects on construction of artificial intelligence data centers as per the law on digital technology industry with a total investment capital of VND 6,000 billion or more and with a minimum disbursement of VND 6,000 billion within 05 years from the issuance date of the investment registration certificate or investment policy approval;

c) Investment projects (including new investment projects and expansion investment projects) in business lines eligible for special investment incentives with a total investment capital of VND 30,000 billion or more and with a minimum disbursement of VND 10,000 billion within 03 years from the issuance date of the investment registration certificate or investment policy approval.

2. Level and duration of application of special incentives regarding corporate income tax, land rents and water surface rents are stipulated in the Law on Corporate Income Tax and the law on land.

3. Special investment incentives and support may apply to the Vietnam National Innovation Center established under the Prime Minister’s decision and to all affiliated facilities located outside the headquarters of the Center.

4. Any investor requesting the application of special investment incentives must undertake to satisfy the conditions concerning business lines in which such investor invests, registered total investment capital, amount disbursed and duration of disbursement as specified in clause 1 of this Article and other conditions written on their investment registration certificate, decision on investment policy approval or other written agreement with a competent state agency under the Prime Minister’s Decision.

5. The Prime Minister shall decide on level and duration of application of special investment incentives according to the criteria concerning high technology, technology transfer and Vietnamese enterprises’ participation in domestic production chain and value for the investment projects in clause 1 of this Article.

Article 22. Determination of areas eligible for investment incentives

1. Areas eligible for investment incentives comprise disadvantaged areas and extremely disadvantaged areas determined as prescribed in clauses 2 and 3 of this Article.

2. Disadvantaged areas consist of:

a) Zone II and zone III communes in ethnic minority and mountainous areas in accordance with regulations of law on identification of ethnic minority and mountainous areas;

b) Commune-level administrative divisions under districts that were classified as extremely disadvantaged areas before the arrangement of administrative divisions and the organization of two-tier local government;

c) New commune-level administrative divisions formed from multiple commune-level administrative divisions located in areas with different socio-economic conditions before the arrangement of administrative divisions and the organization of two-tier local government, which are determined as prescribed in points a, b and d clause 4 of this Article.

3. Extremely disadvantaged areas consist of:

a) Zone I communes in ethnic minority and mountainous areas in accordance with regulations of law on identification of ethnic minority and mountainous areas;

b) Commune-level administrative divisions under districts that were classified as disadvantaged areas before the arrangement of administrative divisions and the organization of two-tier local government;

c) New commune-level administrative divisions formed from multiple commune-level administrative divisions located in areas with different socio-economic conditions before the arrangement of administrative divisions and the organization of two-tier local government, which are determined as prescribed in points a and c clause 4 of this Article.

4. In case a new commune-level administrative division is formed from multiple commune-level administrative divisions located in areas with different socio-economic conditions before the arrangement of administrative divisions and the organization of two-tier local government, the following regulations shall apply:

a) The newly established administrative division shall be considered as an area eligible for investment incentives enjoyed by the majority of commune-level administrative divisions currently enjoying investment incentives;

b) If the number of commune-level administrative divisions in a disadvantaged area equals that in an extremely disadvantaged area, the newly established administrative division shall be considered as an extremely disadvantaged area;

c) If the number of commune-level administrative divisions in a disadvantaged area equals that in an area other than that eligible for investment incentives, the newly established administrative division shall be considered as a disadvantaged area;

d) If the number of commune-level administrative divisions in an extremely disadvantaged area equals that in an area other than that eligible for investment incentives, the newly established administrative division shall be considered as an extremely disadvantaged area.

5. If a new commune-level administrative division is established pursuant to a resolution of the Standing Committee of the National Assembly by splitting up, splitting off or upgrading old administrative divisions in areas eligible for investment incentives or due to arrangement or adjustment of boundaries of commune-level administrative divisions in geographical areas with different socio-economic conditions, the determination of area eligible for investment incentives shall comply with clause 4 of this Article.

6. If an investment project is implemented in an area where there are commune-level administrative divisions or more located in areas with different socio-economic conditions, the area eligible for investment incentives of the project shall be the commune-level administrative division where the majority of the project’s land area is used. In cases where the project’s land area used is equal among communes, area eligible for investment incentives of the project shall be the commune-level administrative division that is entitled to a higher level of incentive.

7. Regarding industrial parks, industrial clusters, export-processing zones, hi-tech zones, hi-tech agricultural zones, concentrated digital technology zones, free trade zones, international financial centers and economic zones, areas eligible for investment incentives shall be determined as follows:

a) Economic zones, hi-tech zones, hi-tech agricultural zones, concentrated digital technology zones, free trade zones and international financial centers are areas eligible for investment incentives and entitled to the investment incentives applicable to extremely disadvantaged areas as prescribed in clause 2 of this Article;

b) Industrial parks, industrial clusters and export-processing zones are areas eligible for investment incentives and entitled to the investment incentives applicable to disadvantaged areas as prescribed in clause 3 of this Article.

8. Provincial People’s Committees shall determine and announce commune-level areas eligible for investment incentives in accordance with clauses 1, 2, 3, 4, and 5 of this Article, and inform the Ministry of Finance thereof for monitoring and consolidation.

Article 23. Adjustment of investment incentives

1. An investment project currently enjoying investment incentives which additionally satisfies the conditions for receiving investment incentives at a higher level or enjoys additional investment incentives in the form of new incentives is entitled to the investment incentives at the higher level or additional investment incentives in the form of new incentive for the remaining incentive period.

2. An investor shall not be entitled to the incentives according to the investment registration certificate or decision on investment policy approval or the incentives determined by the investor themself if the investment project fails to satisfy the conditions for investment incentives specified in the investment registration certificate, decision on investment policy approval, decision on concurrent approval for investment policy and investor or decision on investor approval or fails to satisfy the conditions for self-determined investment incentives determined. If the investment project satisfies other conditions for investment incentives, the investor is entitled to the investment incentives according to such conditions.

3. During the period of entitlement to incentives, the investor whose investment project fails to satisfy conditions for investment incentives for a certain period shall not be entitled to such investment incentives for such period of failure to satisfy the conditions for investment incentives.

Article 24. Procedures for applying investment incentives

1. A decision on investment policy approval, investment registration certificate or decision on investor approval shall provide for the forms, bases and conditions for application of investment incentives as prescribed in Articles 14 and 15 of the Law on Investment and Article 19 of this Decree.

2. According to the investment incentives specified in the decision on investment policy approval, investment registration certificate or decision on investor approval, the investor shall implement procedures for enjoying investment incentives at investment incentive-applying authorities corresponding to each type of incentive.

3. The bases for application of investment incentives to several enterprises and investment projects specified in clause 7 Article 19 of this Decree include:

a) The science and technology enterprise certificate, regarding a science and technology enterprise;

b) The certifying document as per regulations of law on high technology, regarding a hi-tech enterprise;

c) The certificate certifying incentives for manufacture of supporting industry products, regarding a supporting industry project;

d) The certificate of transfer of technology the transfer of which is encouraged under the Prime Minister’s regulations, regarding a project involving transfer of technology on the List of technologies the transfer of which is encouraged.

4. Regarding investment projects other than those specified in clauses 2 and 3 of this Article, an investor shall rely on the objects eligible for investment incentives specified in Article 19 of this Decree and relevant laws to themself determine investment incentives and follow procedures for receiving investment incentives at incentive-applying authorities corresponding to each type of incentive.

Article 25. Promulgating, amending and supplementing List of business lines eligible for investment incentives and List of areas eligible for investment incentives

1. Based on the socio-economic conditions and demands for investment attraction from time to time and at the request of a Ministry, ministerial agency or provincial People’s Committee, the Ministry of Finance shall make submissions to the Government to amend or supplement the List of business lines eligible for investment incentives and list of areas eligible for investment incentives as prescribed in this Decree.

In case of amending or supplementing the list of areas eligible for investment incentives, the provincial People’s Committee shall notify the Ministry of Finance thereof for monitoring and consolidation.

2. Ministries, ministerial agencies, People’s Councils and People’s Committees at all levels must not promulgate investment incentive and support policies which are contrary the regulations laid down in the Law on Investment, this Decree, laws on tax, budget and land and relevant laws.

Chapter IV

IMPLEMENTATION OF INVESTMENT PROJECTS

Section 1. GENERAL PROVISIONS ON IMPLEMENTATION OF INVESTMENT PROJECTS

Article 26. Investors’ guarantee for implementation of investment projects

1. Except the cases in points a, b, c, d and dd clause 1 Article 30 of the Law on Investment, the investor must pay a deposit or have a guarantee for deposit payment obligation of a credit institution or foreign branch bank established under Vietnam’s law (hereinafter referred to as “the credit institution”) to guarantee the implementation of an investment project to which the State allocates or leases out land or grants permission for land repurposing.

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

3. The contract of guarantee for deposit payment obligation between a credit institution and an investor shall be signed and executed pursuant the civil law, the laws on credit and bank guarantees, and relevant laws.

Article 27. Procedures for guaranteeing implementation of investment projects

1. The investor’s obligation to guarantee investment project implementation specified in clause 1 Article 26 of this Decree shall be fulfilled on the basis of a written agreement between the investment registration authority and the investor. Such agreement shall primarily contain:

a) The investment project’s name, objectives, location, scale, investment capital, schedule and duration specified in the decision on investment policy approval, decision on concurrent approval of both investment policy and investor, decision on investor approval or investment registration certificate;

b) Measure for guaranteeing investment project implementation (deposit payment or guarantee for deposit payment obligation specified in clause 1 Article 26 hereof);

c) The amount of guarantee for investment project implementation (hereinafter referred to as “the guarantee amount”) determined as specified in clauses 2, 3 and 4 of this Article;

d) Time and duration of guaranteeing investment project implementation specified in clauses 5, 6 and 7 of this Article;

dd) Conditions for refund, adjustment and termination of guarantee for the investment project implementation as specified in clauses 9, 10 and 11 of this Article;

e) Measures for dealing with the case stipulated in clause 12 of this Article;

g) Other rights, obligations and responsibilities of the parties related to the contents mentioned in points a, b, c, d, dd and e of this clause;

h) Other contents which are agreed upon by the parties but not contrary to the regulations laid down in the Law on Investment, this Decree and relevant laws.

2. The investment project implementation guarantee rate (hereinafter referred to as “guarantee rate”) is expressed as a percentage of the investment capital of the investment project on the progressive principle. To be specific:

a) For a capital portion of up to VND 300 billion, the guarantee rate is 3%;

b) For a capital portion of over VND 300 billion to VND 1,000 billion, the guarantee rate is 2%;

c) For a capital portion of over VND 1,000 billion, the guarantee rate is 1%.

3. The project’s investment capital serving as the basis for calculation of the guarantee rate prescribed in clause 2 of this Article does not include land use levy or land rent payable to the State and costs of construction of the investment project’s works (if any) which the investor is obliged to transfer to the State for management after completion.

If, at the time of signing the project implementation guarantee agreement, the costs of construction of works to be transferred to the State have yet to be accurately determined, the investment registration authority shall determine the guarantee amount according to the cost estimate specified in the project proposal prepared by the investor.

4. Except for the projects not eligible for investment incentives as prescribed in clause 7 Article 14 of the Law on Investment, the investor is entitled to a reduction of the guarantee amount in the following cases:

a) A 25% reduction of the guarantee amount for investment projects in business lines eligible for investment incentives specified in the Appendix II hereto; investment projects in disadvantaged areas as specified in clause 3 Article 22 of this Decree;

b) A 50% reduction of the guarantee amount for investment projects in business lines eligible for special investment incentives specified in the Appendix II hereto; investment projects in extremely disadvantaged areas as specified in clause 2 Article 22 of this Decree; investment projects in business lines eligible for investment incentives implemented in disadvantaged areas.

5. Time and duration of guaranteeing project implementation are provided for as follows:

a) An investor shall pay the deposit or submit the credit institution’s guarantee certificate for their deposit obligation after being issued with the decision on concurrent approval of investment policy and investor or decision on investor approval and prior to implementing the compensation, support and resettlement plan approved by the competent authority (if the investor does not advance the compensation, support or resettlement payments) or by the time of issuing the decision on land allocation or land lease or land repurposing (if the investor has already advanced the compensation, support or resettlement payments); The investment registration authority and the investor shall agree on the time for guaranteeing the investment project implementation.

b) For the investment project specified in Article 28 of the Law on Investment which is implemented following the special investment procedures, the investor shall pay the deposit or submit the credit institution’s guarantee certificate for their deposit obligation after being issued with the investment registration certificate and prior to implementing the compensation, support and resettlement plan approved by the competent authority (if the investor does not advance the compensation, support or resettlement payments) or by the time of issuing the decision on land allocation or land lease or land repurposing (if the investor has already advanced the compensation, support or resettlement payments) or within 30 days from the issuance date of the investment registration certificate (if compensation, support or resettlement has been provided by the State for the project’s land area, which was previously expropriated by the State);

c) The duration of guaranteeing project implementation shall be reckoned from the time of fulfilling the obligation as specified in point a of this clause to the time the deposit is refunded to the investor or is paid to the state budget or to the time of invalidating the guarantee.

6. If a project comprises multiple investment phases, the payment and refund of the deposit amount or submission, adjustment and termination of the guarantee shall be carried out in each phase as specified in the project implementation guarantee agreement.  The investor may transfer the remaining deposit amount or remaining guarantee amount of the previous period to guarantee project implementation for the next period without having to refund the remaining deposit amount or invalidate the guarantee of the previous period, and make any additional payment of the deposit amount or guarantee amount for the next period and the deposit amount or guarantee amount of the previous period (if any).

7. If an investor advances the compensation, support or resettlement payments to a competent state agency to implement the approved compensation, support and resettlement plan, the following regulations shall apply:

a) If the advanced amount is equal to or greater than the guarantee rate prescribed in clause 2 of this Article, the investor is not required to immediately pay the deposit amount or submit the credit institution’s guarantee certificate at the time specified in point a clause 5 of this Article;

b) If the advanced amount is less than the guarantee rate as prescribed in clause 2 of this Article, the investor must pay a deposit amount or submit the credit institution’s guarantee certificate which equals to the difference between the advanced amount and the guarantee rate specified in clause 2 of this Article at the time specified in point a clause 5 of this Article;

c) The investor with the deposit amount paid or credit institution’s guarantee certificate submitted in the cases mentioned in points a and b of this clause must pay a deposit to the investment registration authority in accordance with this Article when the project is behind schedule according to the decision on investment policy approval, decision on concurrent approval of investment policy and investor or investment registration certificate and the investor is not permitted to choose the form of submission of the guarantee for deposit obligation, unless the project is behind schedule due to an event of force majeure or due to implementation of administrative procedures by a competent state agency or due to the fact that the project must be adjusted at the request of a competent state agency in case of a change to the planning scheme.

Where the investor is granted the decision on land allocation or land lease or permission for land repurposing by a competent state agency and granted another license or approval by a competent state agency to commence construction activities (if any) as prescribed in point a clause 9 of this Article, the investor only needs to pay an amount equal to 50% of the additional deposit payable as prescribed in this clause.

8. The guarantee amount shall be paid to the investment registration authority’s account opened at a commercial bank established under Vietnam’s law and selected by the investor; the investor shall pay all costs incurred in connection with the opening and maintenance of such account and conduct of transactions related to their account. Where an investor implements different projects and is required to sign a project implementation guarantee agreement with the same investment registration authority, the investor may negotiate with the investment registration authority about the use of the same account for receipt of guarantee amounts with respect to the projects implemented in the areas under management of such investment registration authority.

9. The refund and termination of the obligation to guarantee the implementation of a project are stipulated as follows:

a) 50% of the paid deposit shall be refunded or 50% of the guarantee rate shall be reduced at the time the investor is granted the decision on land allocation, land lease or permission for land repurposing by a competent state agency and granted another other license or approval by a competent state agency to commence construction activities (if any);

b) The remaining deposit and interest (if any) arising thereon shall be refunded or the guarantee for deposit payment obligation shall be invalidated at the time the investor completes acceptance of the construction works with regard to the project having construction works or completes the entire project on the approved schedule.

c) Where the project’s investment capital is decreased, the investor shall receive a refund of an amount of deposit or decrease the deposit payment obligation guarantee rate corresponding to the decreased investment capital according to the decision on investment policy adjustment approval or the adjusted investment registration certificate;

d) Where the implementation of an investment project cannot be continued due to an event of force majeure or due to implementation of administrative procedures by a competent state agency or due to the fact that the project must be adjusted at the request of a competent state agency in case of a change to the planning scheme, the investor may claim the refund of the guarantee amount or terminate the obligation to guarantee the implementation of the project.

e) Where a domestic investor has been granted the investment policy approval and is not subject to issuance of an investment registration certificate, and the adjustment of their project is not subject to the adjustment of the investment policy in accordance with this Decree but the adjustments result in a change to the contents of the project implementation guarantee agreement, the investor shall send a written notice to the investment registration authority prior to the adjustment of the investment project. The investment registration authority and investor shall adjust the project implementation guarantee agreement in conformity with the adjustments to the investment project.

10. Refund of the obligation to guarantee project implementation with regard to the investment project specified in Article 28 of the Law on Investment implemented following special investment procedures:

a) 50% of the deposit shall be refunded or 50% of the deposit payment obligation guarantee amount shall be reduced at the time the investor sends the management board a written notice of construction commencement enclosed with the documents specified in point b clause 4 Article 49 of this Decree;

b) The remaining deposit and interest (if any) arising thereon shall be refunded or the guarantee for deposit payment obligation shall be invalidated at the time the investor sends the management board a record of acceptance of completed construction work for putting into service of it.

11. The adjustment of the obligation to guarantee the implementation of a project is stipulated as follows:

a) Where the project’s investment capital is increased, the investor shall pay an additional amount of deposit or supplement a guarantee for deposit payment obligation corresponding to the increased investment capital according to the decision on investment policy adjustment approval or the adjusted investment registration certificate;

b) The investor is not required to pay an additional amount of deposit or supplement a guarantee for deposit payment obligation as prescribed in point a of this clause in cases where the investment capital is increased for a project that is not subject to deposit payment as prescribed in clause 1 Article 30 of the Law on Investment or where at the time of requesting an increase in the investment capital the project has been granted the decision on land allocation or land lease or land repurposing for the entire land area used to implement the investment project;

c) Regarding a project not subject to deposit payment as prescribed in clause 1 Article 30 of the Law on Investment, in case the increase in investment capital results in the project being subject to deposit payment as prescribed in Article 30 of the Law on Investment, the investor shall pay an additional amount of deposit or supplement a guarantee for deposit payment obligation as prescribed in point a of this clause corresponding to the increased investment capital in order to implement the adjusted component of the investment project;

12. The non-refundable guarantee amount shall be paid to the state budget as prescribed by law (excluding the interest arising thereon, if any) in the cases where a project is terminated as prescribed in 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 deposit payment obligation is guaranteed by a credit institution and on the last day of the guarantee period the investor fails to extend validity of the guarantee and does not obtain the investment registration authority’s opinions on invalidation of the guarantee, the credit institution must transfer the deposit payment obligation guarantee amount to the investment registration authority’s account.

14. For an investment project that simultaneously falls under the authority to approve the investment policy of 02 or more Chairpersons of provincial People’s Committees and is required to have a guarantee for its implementation in accordance with Article 30 of the Law on Investment, the investment registration authority of the locality where the investment policy approval procedures are implemented and the investor shall reach agreement on the provision of guarantee for investment project implementation in accordance with this Article.

Article 28. Schedule and operating duration of investment projects

1. Schedule and operating duration of investment projects as specified in clause 1 and clause 2 Article 31 of the Law on Investment shall be determined as follows:

a) The operating duration of an investment project is reckoned from the date on which the investor is issued with the decision on investment policy approval, decision on concurrent approval of investment policy and investor or the initial investment registration certificate;

b) With regard to an investment project to which the State allocates or leases out land or grants permission for land repurposing, the operating duration and implementation schedule of the investment project are reckoned from the date on which the investor is issued with the decision on land allocation, decision on land lease or decision on land repurposing;

c) If the investor has obtained the decision on land allocation, decision on land lease or decision on land repurposing but the transfer of land is delayed, the operating duration of the investment project is reckoned from the date on which land is transferred on site.

2. If the schedule and operating duration of an investment project are affected in a case specified in point a, b, c or d clause 4 Article 33 of the Law on Investment or affected by the process of inspection and examination by competent state agencies, the delay shall not be included in the implementation schedule or operating duration of the investment project.

Except the cases specified in clauses 4, 5, 8 and 9 of this Article, the adjustment of implementation schedule and operating duration of the project in the case specified in this clause shall be made in accordance with corresponding provisions set out under Articles 52, 53, 54, 55 and 56 of this Decree.

3. Based on subjective and objective causes and the extent of their impact on the implementation schedule and operating duration of the investment projects in the cases specified in clause 2 of this Article and points dd, e, and g clause 4 Article 33 of the Law on Investment, the authority that has power to approve the investment policy or the investment registration authority shall consider and approve the investor’s proposal for adjustment of the implementation schedule and operating duration of the investment projects in such cases.

4. Where the State delays allocating or leasing out land or granting land repurposing permission to the investor or the transfer of land is delayed, the investor is not required to implement the procedures for adjustment of the decision on investment policy approval, decision on concurrent approval of investment policy and investor or investment registration certificate issued. The time stated in the decision on land allocation, decision on land lease, decision on land repurposing or document on land transfer issued by the competent state agency to the investor shall serve as the basis for determining the operating duration and implementation schedule of an investment project in accordance with points b and c clause 1 of this Article.

5. In cases where the investor wishes to adjust the decision on investment policy, decision on concurrent approval of investment policy and investor or investment registration certificate in order to update information on the implementation schedule and operating duration of an investment project in the case specified in clause 4 of this Article, the investor shall implement procedures for adjustment of the investment project as follows:

a) For the investment project granted the investment policy approval, the adjustment sequence and procedures are stipulated in clause 3 Article 53 or clause 5 Article 54 of this Decree;

b) For the investment project granted the investment registration certificate and not subject to the approval of investment policy, the adjustment sequence and procedures are stipulated in clause 1 Article 56 of this Decree.

6. During the process of implementing an investment project, an investor is permitted to extend or shorten its operating duration. The operating duration of the investment project after the adjustment must not exceed the duration specified in clauses 1 and 2 Article 31 of the Law on Investment.

7. According to the objectives, scale, location and operating requirements of an investment project, the authority that has the power to approve the investment policy or the investment registration authority shall consider and decide or adjust the operating duration of the investment project in accordance with the corresponding provisions in clauses 1 and 6 of this Article.

8. For an investment project whose operating duration is less than 50 years or 70 years as prescribed in clauses 1 and 2 Article 31 of the Law on Investment, within 12 months prior to the expiry of such operating duration, the investor may choose to implement any of the following procedures:

a) Procedures for adjusting operating duration of a project as specified in clause 1 Article 64 of this Decree;

b) Procedures for extending operating duration of a project as specified in clause 2 Article 64 of this Decree.

9. For an investment project whose operating duration is 50 years or 70 years as prescribed in clauses 1 and 2 Article 31 of the Law on Investment, within 12 months prior to the expiry of such operating duration, if the investor wishes to keep implementing the investment project, the authority that has the power to approve the investment policy or the investment registration authority shall consider and decide an extension of the operating duration of such project upon the satisfaction of the following conditions:

a) The investment project does not fall into the cases specified in points a and b clause 5 Article 31 of the Law on Investment;

b) The investment project conforms to one of the planning schemes in the planning scheme system as prescribed by the planning law;

c) The conditions for land allocation or land lease enshrined in the land law (in case of applying for extension of land use duration) are satisfied.

10. The period of extension as specified in clause 9 of this Article shall be considered on the basis of the objectives, scale, location and operating requirement of the project and must not exceed the maximum duration mentioned in clauses 1 and 2 Article 31 of the Law on Investment.

11. If an investment project satisfies the conditions for extension prescribed in points a and c clause 9 of this Article but fails to satisfy the condition prescribed in point a clause 4 of this Article, the authority that has the power to approve the investment policy or the investment registration authority shall consider an extension of the operating duration on a year-by-year basis until the commune-level land use plan is available in accordance with the land law.  The investor shall only implement procedures for extension in the first year of extension and will receive an automatic extension in the subsequent years until a commune-level land use plan is available.

12. The determination of operating duration of an investment project with a commitment to transfer the investor’s assets without reimbursement to the State of Vietnam or to a Vietnamese side upon the expiry of the operating duration shall comply with clause 3 Article 106 of this Decree.

13. The determination of land-related financial obligation discharged to the State in the case of adjustment or extension of the operating duration of an investment project shall comply with the land law and relevant laws of law on land and relevant laws.

14. Procedures for adjusting or extending the operating duration of an investment project are specified in Article 64 of this Decree.

15. Investment projects using obsolete, environment threatening or resource-intensive technologies which do not have their operating duration adjusted and extended as prescribed in point a clause 5 Article 31 of the Law on Investment are those in any of the following cases:

a) Projects using technological lines whose operation fails to meet the provisions of National technical regulations on safety, energy saving and environmental protection; or whose capacity (calculated according to the number of products created by the technological lines per unit of time) or residual effectiveness is less than 85% of the design capacity or effectiveness; or whose consumption of raw materials, materials and/or energy exceeds 15% of the design level.

In the absence of National technical regulations on safety, energy saving and environmental protection related to the technological line of a project, technical indicators of Vietnam’s national standards or national standards of one of the G7 countries or South Korea with regard to safety, energy saving, and environmental protection shall apply;

b) Projects using machinery and equipment not arranged in technological lines for production with HS codes in Chapters 84 and 85 of Vietnam’s nomenclature of exports and imports which in operation fail to satisfy the National technical regulations on safety, energy saving and environmental protection or whose capacity and effectiveness is less than 85% of the design capacity or effectiveness; or whose consumption of raw materials, materials and/or energy exceeds 15% of the design level. In the absence of National technical regulations on safety, energy saving and environmental protection related to the machinery or equipment of a project, technical indicators of Vietnam’s national standards or national standards of one of the G7 countries or South Korea with regard to safety, energy saving, and environmental protection shall apply;

c) Projects using technologies on the list of technologies prohibited from transfer from foreign countries into Vietnam and within the territory of Vietnam in accordance with the provisions of the law on technology transfer.

16. The determination of whether an investment project uses obsolete, environment threatening or resource-intensive technologies as prescribed in clause 15 of this Article shall be carried out as follows:

a) The Ministry of Science and Technology shall preside over and cooperate with relevant agencies in determining technologies of investment projects subject to investment policy approval by the National Assembly and the Prime Minister;

b) Specialized science and technology agencies under provincial People’s Committees shall preside over and cooperate with relevant agencies in determining technologies of investment projects other than those specified in point a of this clause;

c) Funding for the determination shall be covered by the state budget. If the operating duration of an investment project continue to be extended, the investor shall pay all costs of determination;

d) Application dossiers, sequence and procedures for determination of investment projects using obsolete, environment threatening or resource-intensive technologies shall comply with the Prime Minister’s regulations.

Article 29. Determination of value of investment capital; inspection of value of investment capital; inspection of machinery, equipment and technological lines

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

a) Capital contributed by the investor in the form of cash, machinery, equipment, value of intellectual property rights, technology, technical know-how, value of land use rights (hereinafter referred to as “LURs”) and other assets in accordance with regulations of the civil law and investment treaties;

b) Capital raised for investment project implementation;

c) Profits retained by the investor for re-investment (if any).

2. The investment capital for implementation of an investment project shall be determined on the basis of capital contributed and raised by the investor and profits retained for re-investment during the project implementation. The investor shall self-determine the value of investment capital after the project is put into operation.

3. An independent inspection of the value of the investment capital, quality and value of machinery, equipment and technological line after an investment project is put into operation as prescribed in clause 3 Article 32 of the Law on Investment shall be carried out in the following cases:

a) The state management agency for investment or the tax office has grounds for determining that the investor has declared tax in an untruthful, inaccurate or insufficient manner regarding the value of the investment capital in accordance with the law on tax and tax administration;

b) The state management agency for investment or state management agency for science and technology has grounds for determining that the investor shows a sign of violation of regulations on application and transfer of technology during the project implementation in accordance with regulations of law on technology transfer.

4. In a case specified in point a clause 3 of this Article, the tax office shall carry out an assessment to determine the amount of tax payable by the investor; the state management agency for investment shall hire an independent inspection organization to inspect the value of the project’s investment capital.

5. In the case stipulated in point b clause 3 of this Article:

a) The Ministry of Science and Technology shall preside over and cooperate with relevant agencies in inspecting quality and value of machinery, equipment and technological lines of investment projects subject to investment policy approval by the National Assembly and the Prime Minister;

b) Specialized science and technology agencies under provincial People’s Committees shall preside over and cooperate with relevant agencies in inspecting quality and value of machinery, equipment and technological lines of investment projects other than those specified in point a of this clause;

c) The inspection of quality and value of machinery, equipment and technological lines shall be carried out by consulting a science and technology advisory board, independent inspection organizations and experts on machinery, equipment and technological lines used during investment project implementation;

d) Application dossiers, sequence and procedures for inspection of machinery, equipment and technological lines shall comply with the Prime Minister’s regulations.

6. The costs of inspection as prescribed in clauses 4 and 5 of this Article shall be covered by the state budget. The investor must bear any costs of inspection if the inspection results lead to an increase in the tax obligations discharged to the State.

Section 2. INVESTMENT POLICY APPROVAL AND INVESTOR SELECTION

Article 30. Investment policy approval and investor selection

1. Authorities that have the power to approve investment policy are specified in Article 25 of the Law on Investment (hereinafter referred to as “investment policy approving authorities”). If an investment project has objectives and contents subject to investment policy approval by different investment policy approving authorities as prescribed in the Law on Investment, the authority with the highest power shall grant approval of investment policy of the entire project.

2. For an investment project subject to investment policy approval as specified in Article 24 of the Law on Investment, the investment policy approving authority shall consider approving investment policy and decide the method of investor selection for project implementation as follows:

a) Auction of LURs in case land is allocated or leased out for implementation of the investment project subject to auction of LURs in accordance with the land law. In this case, the investment policy approving authority shall assign a competent state agency to hold an LUR auction in accordance with the land law to select an investor to implement the project.

For an investment project implemented in an economic zone subject to the auction of LURs, the economic zone management board shall make a report to the Chairperson of the provincial People’s Committee, who will assign a competent authority or unit to hold an LUR auction.

b) Bidding for selection of an investor for an investment project subject to bidding for investor selection in accordance with the law on land and law governing industries and sectors. The investment policy approving authority shall assign a competent authority to bid to select the investor in accordance with the law on bidding;

c) Concurrent approval of investment policy and investor for implementation of the project not through auction of LURs or bidding for investor selection with regard to the investment project specified in clause 6 of this Article.

3. For a project subject to disclosure of information and determination of the number of interested investors in accordance with the law on bidding, in cases where only one investor registers for implementation of the project and meets the requirements of the Invitation for Expression of Interest or where multiple investors registers for implementation of the project but only one investor meets the requirements of the Invitation for Expression of Interest, the investor shall implement the investor approval procedures in accordance with Article 31 of this Decree without having to implement the investment policy approval procedures.

4. The approval of an investor as specified in clause 3 Article 23 of the Law on Investment shall be carried out in the following cases:

a) There is only one investor registering for participation in the auction after 02 auction sessions have been conducted or there is an investor applying for implementation of the project after 02 auction sessions have been held but attracted no bidders as per the Law on Land;

b) Procedures for invitation for Expression of Interest have been completed but there is only one investor submitting application and meeting the requirements of the Invitation for Expression of Interest or there is more than one investor submitting application and but only one investor meeting the requirements of the Invitation for Expression of Interest as prescribed in the law on bidding;

c) The competent state agency organizing the auction or bidding shall consider the satisfaction of the conditions mentioned in points a and b of this clause and send a written notice to the investment registration authority and the investor (if any) within 05 working days from the date of the second unsuccessful auction or the expiry of the deadline for implementing the procedures for invitation for Expression of Interest in accordance with points a and b of this clause in order to implement the investor approval procedures as prescribed in Article 31 of this Decree.

5. The investor selected as prescribed in points a and b clause 2 of this Article shall commence implementation of the project as follows:

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

b) The investor that won the auction or bid shall implement procedures for land allocation or land lease in accordance with the law on land and law on bidding, and commence implementation of the investment project according to the decision on investment policy approval, decision on approval of auction winning results or decision on approval of investor selection results.

6. For the investment projects specified in point c clause 2 of this Article, the investment policy approving authority shall consider granting concurrent approval for investment policy and investor not through an auction of LURs or bidding for investor selection in the following cases:

a) An investor that has LURs is currently using land allocated or leased out by the State or having their LURs are recognized by the State or receiving LURs in accordance with the land law, and at the time of submitting the application dossier for investment policy approval, the area of land being used by the investor is not on the list of projects subject to land expropriation for national defense and security purposes or for socio-economic development in the national or public interest as passed by the provincial People’s Council, unless land is being used as a result of extension of the investment project’s operating duration as prescribed in clause 9 Article 28 of this Decree;

b) The investor is permitted by a competent state agency to receive the agricultural LURs, receive the agricultural LURs as contributed capital or leases the agricultural LURs to implement a project on investment in non-agricultural production or business in accordance with the land law;

c) The investor implements the investment project in an industrial park, hi-tech zone or concentrated digital technology zone;

d) The investor implements a project that falls into a case where the State allocates or leases out land without auctioning the LURs or without bidding to select an investor to implement a project using land as prescribed by the law on land, law on bidding, law on public – private partnership investment and relevant laws.

7. Power, application dossiers, sequence and procedures for investor approval and investment policy approval are specified in Articles 30, 31, 32, 34 and 35 of this Decree.

Article 31. Procedures for investor approval

1. The investors specified in points a and b clause 4 Article 30 of this Decree may be considered for approval following the procedures below:

a) The investor shall submit 01 set of an application dossier for investor approval together with electronic copies of documents in the dossier to the investment registration authority, including 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 02 working days from the receipt of a valid application dossier, the investment registration authority shall send the dossier prescribed in point a of this clause; report results of invitation for Expression of Interest (for the investor specified in point b clause 3 Article 30 of this Decree) to seek relevant local state agencies’ opinions about the satisfaction of the requirements specified in points b, c, d, dd and e clause 8 Article 32 of this Decree. For an investment project implemented in an area that affects national defense and security, the investment registration authority shall seek opinions of the provincial Military Command and provincial public security department about the satisfaction of the requirements for assurance of national defense and security;

c) Within 07 working days from the receipt of the request of the investment registration authority for opinions, the requested authorities shall give their opinions about the contents under their state management to the investment registration authority;

d) Within 14 working days from the receipt of the valid application dossier specified in point a of this clause, the investment registration authority shall prepare an appraisal report containing the contents specified in points b, c, d, dd and e clause 8 Article 32 of this Decree and submit it to the Chairperson of the provincial People’s Committee;

dd) Within 03 working days from the receipt of the dossier and appraisal report, the Chairperson of the provincial People’s Committee shall grant investor approval and send the decision on investor approval to the Ministry of Finance (for the project whose investment policy has been approved by the National Assembly or the Prime Minister); authority organizing the auction (in the case of organizing an auction); investment registration authority and investor.

2. If a Ministry, ministerial agency or Governmental agency conducts bidding, such agency shall prepare a report on results of invitation for Expression of Interest and results of investor selection in case the investor satisfies the requirements specified in points b, c, d, dd and e clause 8 Article 32 of this Decree. The decision on investor approval shall be sent to the Ministry of Finance (for the project whose investment policy has been approved by the National Assembly or the Prime Minister), investment registration authority and investor.

3. The procedures for approving an investor in an investment project to be implemented in an economic zone as specified in clause 4 Article 25 of the Law on Investment are as follows:

a) The investor shall submit 01 set of an application dossier for investor approval together with electronic copies of documents in the dossier to the economic zone management board, including a written request investor approval; documents specified in points b, c, e, g and h clause 1 Article 32 of this Decree;

b) Within 02 working days from the receipt of a valid application dossier, the economic zone management board shall send it to relevant local state agencies to seek their opinions according to corresponding provisions of point b clause 1 of this Article. For an investment project implemented in an area that affects national defense and security, the investment registration authority shall seek opinions of the provincial Military Command and provincial public security department about the satisfaction of the requirements for assurance of national defense and security;

c) Within 07 working days from the receipt of the request of the economic zone management board for opinions, the requested authorities shall give their opinions about the contents under their state management to the economic zone management board;

d) The economic zone management board shall approve the investor within 17 days from the receipt of the valid application dossier specified in point a of this clause.

Article 32. Application dossiers and procedures for making and appraising requests for investment policy approval

1. An application dossier for approval for investment policy of an investment project proposed by an investor shall comprise:

a) A written request for implementation of the investment project, including a commitment to incur all costs and risks if the project is not approved;

b) A document about the investor’s legal status;

c) Document(s) proving the investor’s financial capacity including at least one of the following documents: the investor’s financial statements for the last 02 years, the parent company’s commitment to provide financial support, financial institution’s commitment to provide financial support or guarantee of the investor’s financial capacity or other document proving the investor’s financial capacity;

d) An investment project proposal, mainly including the investor or investor selection methods, investment objectives, investment scale, investment capital and capital raising plan, location, duration and schedule of the investment project, information about current use of land, use of forest or use of sea area (if any) in the project location and proposal for demand for land use (if any), forest use (if any) or sea area use (if any), labor demand, proposal for enjoyment of investment incentives, the project’s socio-economic impacts and efficiency, preliminary assessment of environmental impacts (if any) in accordance with the law on environmental protection; special mechanisms and policies (if any).

If the law on construction and other laws provides for the formulation of a pre-feasibility study report, the investor is entitled to submit the pre-feasibility study report instead of the investment project proposal;

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

dd) If the investment project does not require the State to allocate or lease out land or to permit land repurposing, a copies of the document on the LURs or copy of another document identifying the right to use the location for implementation of the investment project is required to be submitted;

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

g) The business cooperation contract if the investment project is implemented in the form of a business cooperation contract;

h) Other documents relating to the investment project, and requirements for the eligibility and capacity of the investor in accordance with law (if any).

2. An application dossier for approval for investment policy of an investment project proposed by a competent state agency shall comprise:

a) A submission for approval for investment policy;

b) An investment project proposal, mainly including investment objectives, investment scale, investment capital location, duration, schedule, socio-economic impacts and efficiency of the project; information about current use of land, use of forest or use of sea area (if any) in the project location, determination of cases of land expropriation for the project subject to land expropriation (if any), expected demand for land use (if any), forest use (if any) or sea area use (if any); preliminary assessment of environmental impacts (if any) in accordance with the law on environmental protection, proposed technology to be used in the investment project in case it is technology appraisal or collection of opinions on technology in accordance with the law on technology transfer (if any); expected method of investor selection and conditions applicable to the investor (if any); special mechanisms and policies (if any).

If the law on construction and other laws provides for the formulation of a pre-feasibility study report, the competent state agency is entitled to use the pre-feasibility study report instead of the investment project proposal.

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

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

3. Explanatory documents to the proposal for method of investor selection specified in clauses 1 and 2 of this Article include:

a) A document explaining the satisfaction of the conditions for auctioning the LURs in accordance with the law on land in the case of a proposal for selection of investor through LUR auction in accordance with the law on land;

b) A document explaining the satisfaction of the conditions for bidding for selection of an investor in an investment project using land in accordance with the law on land and law on bidding in the case of a proposal for selection of investor through bidding for the project using land. In this case, the investment project proposal shall specify the total estimated cost of project implementation that is determined according to the total investment capital of the project in accordance with the law on construction, exclusive of the costs of compensation, support and resettlement.

c) Information on documents proving LURs so as for the competent state agency to retrieve them from the database or a copy of the decision on land allocation or a copy of the decision on land lease or LUR lease contract or a copy of the certificate of land use rights, certificate of ownership of housing and residential land use rights, certificate of land use rights, ownership of housing and other property attached to land in case d in the case of a proposal for concurrent approval of investment policy and investor for an investor having LURs in accordance with point a clause 4 Article 23 of the Law on Investment;

d) A valid copy of the competent state agency’s written approval for receipt of LURs for implementation of investment project in the case of a proposal for concurrent approval for investment policy and investor with regard to the investor receiving the agricultural land use rights, receiving the agricultural land use rights as contributed capital or leasing the agricultural land use rights for implementation of the non-agricultural production or business investment project as prescribed in point b cause 4 Article 23 of the Law on Investment.

4. Regarding a construction investment project, the project investment proposal includes:

a) The contents specified in point d clause 1 or point b clause 2 of this Article.

Regarding a project on investment in housing or urban area construction, an explanation for the fulfillment of objectives and orientations for urban development, residential housing development program or plan; expected division of component projects (if any); preliminary plan for phasing of investment with a view to satisfaction of synchronism requirements (if any).

Regarding an urban area project, if the law on construction provides for the formulation of a pre-feasibility study report, the investor or competent state agency is entitled to submit or use the pre-feasibility study report instead of the investment project proposal, including a preliminary proposal for part of the urban infrastructure retained by the investor for business operation and part of the urban infrastructure to be transferred or proposed by the investor to the local government;

b) The contents specified in point d clause 1 or point b clause 2 of this Article; expected division of component projects (if any) with respect to the construction investment project other than that specified in point a of this clause.

5. The state agencies competent to prepare an application dossier for approval or adjustment of investment policy of the investment project as specified in clause 2 of this Article consist of:

a) Ministries, ministerial agencies and provincial People’s Committees, which prepare application dossiers for projects subject to investment policy approval by the National Assembly and the Prime Minister;

b) Specialized agencies of provincial People’s Committees; commune-level People’s Committees; industrial park, export processing zone, hi-tech zone or economic zone management boards, which prepare application dossiers for investment projects subject to investment policy approval by Chairpersons of provincial People’s Committees.

6. Agencies receiving application dossiers for approval or adjustment of investment policy consist of:

a) The Ministry of Finance, which receives application dossiers for investment projects subject to investment policy by the National Assembly and the Prime Minister;

b) Departments of Finance, which receive application dossiers for investment projects subject to investment policy approval by Chairpersons of provincial People’s Committees outside industrial parks, export-processing zones, concentrated digital technology zones, hi-tech zones and economic zones; investment projects within industrial parks, export-processing zones, concentrated digital technology zones, hi-tech zones and economic zones and projects on investment in construction and commercial operation of infrastructure of industrial parks or export-processing zones in areas where management boards of the industrial parks, export-processing zones, hi-tech zones and economic zones have yet to be established or not under the management of the management boards of industrial parks, export-processing zones, hi-tech zones and economic zones;

c) Management boards of industrial parks, export-processing zones, hi-tech zones and economic zones, which receive application dossiers for investment policy approval for investment projects subject to investment policy approval by Chairpersons of provincial People’s Committees implemented inside the industrial parks, export-processing zones, concentrated digital technology zones, hi-tech zones and economic zones;

d) Regarding an investment project implemented both inside and outside an industrial park, export-processing zone, hi-tech zone, concentrated digital technology zone or economic zone, a dossier shall be received as follows:

The Department of Finance shall receive the investment project dossier in cases where the investor has established or intends to establish their operating office to implement the investment project outside the industrial park, export-processing zone, hi-tech zone, concentrated digital technology zone or economic zone.

The management board of the industrial park, export-processing zone, hi-tech zone or economic zone shall receive the investment project dossier in cases where the investor has established or intends to establish their operating office to implement the investment project inside the industrial park, export-processing zone, hi-tech zone, concentrated digital technology zone or economic zone.

dd) The management board of the industrial park, export-processing zone, hi-tech zone or economic zone or the Department of Finance in case a management board of the industrial park, export-processing zone, hi-tech zone or economic zone has yet to be established shall receive the dossier on the project on investment in construction and commercial operation of infrastructure of the industrial park, export-processing zone, hi-tech zone or concentrated digital technology zone.

7. Contents of appraisal of the request for investment policy approval include:

a) Assessment of the conformity of the investment project with one of the planning schemes within the planning scheme system in accordance with the planning law;

Upon assessment of the conformity of the investment project with a planning scheme, carry out assessment of the conformity of the project with objectives and orientations for development, arrangement and distribution of spaces for socio-economic activities according to the contents and/or requirements of the planning scheme.

Where it is required to assess the conformity of the project with the urban and rural planning scheme, the appraisal must cover the assessment of the investment project with the zoning planning scheme; where the proposed project is located in an area for which a zoning planning scheme is not required as prescribed by the urban and rural planning law or the zoning planning scheme has to be adjusted and has yet to be approved by a competent authority, the assessment of the conformity of the investment project with the approved general planning scheme shall be carried out;

b) Assessment of the demand for land use (if any), forest use (if any) or sea area use (if any), which shall be appropriate to the operating objectives, scale, location and requirements of the project;

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

d) Assessment of investment incentives and conditions for enjoying investment incentives (if any);

dd) Assessment of the technology to be used in the investment project if the project is subject to technology appraisal in accordance with the law on technology transfer (if any);

e) Regarding a project on investment in construction of residential housing (for sale, lease or lease purchase) or urban area, assessment of the project with the objectives and orientations for urban development, residential housing development program or plan; preliminary plan for phasing of investment with a view to satisfaction of synchronism requirements;

g) Assessment of the suitability of the investment project with the requirements for protecting and promoting the value of cultural heritage and the conditions prescribed by the law on cultural heritage;

h) Legal bases and conditions for application of the investor selection methods specified in clause 1 Article 23 of the Law on Investment and Article 30 of this Decree.

8. Contents of appraisal of the request for concurrent approval of investment policy and investor consist of:

a) The contents specified in points a, b, c, d, dd, e and g clause 7 of this Article;

b) The ability to satisfy the conditions for land allocation or land lease in the case of land allocation or land lease not through an auction of the land use right or bidding for investor selection; the ability to satisfy the conditions for land repurposing if the project requires land repurposing;

c) Assessment of satisfaction of market access conditions applicable to foreign investors (if any);

d) Legal bases and conditions for investor approval as specified in clause 1 Article 23 of the Law on Investment and Article 30 of this Decree;

e) Assessment of the satisfaction of conditions prescribed by the laws on construction, housing, urban development and real estate business (for housing and urban construction and real estate business investment projects);

g) Other conditions applicable to investors as prescribed in relevant laws.

9. The obtainment of and response to opinions during the appraisal of a request for investment policy approval shall be carried out on according to the principle specified in Article 6 of this Decree. If the law on construction, housing, urban development or real estate business provides for requested authorities and contents about which appraisal opinions are obtained, the provisions laid down in such law shall apply.

Article 33. Sequence and procedures for project implementation in case two or more investors submit valid application dossiers for implementation of an investment project at the same location

If two investors or more in the investment project specified in point c and d clause 6 Article 30 of this Decree submit a valid application dossier for project implementation at the same location within 10 days (for the project subject to investment policy approval by the Prime Minister) or 07 days (for the project subject to investment policy approval by the Chairperson of the provincial People’s Committee) from the receipt of the valid application dossier of the first investor, the Ministry of Finance and investment registration authority shall follow the procedures below:

1. Notify the investors in writing of implementation of the procedures for investment policy approval and investor selection according to this clause within 12 working days (for the project subject to investment policy approval by the Prime Minister) or 10 working days (for the project subject to investment policy approval by the Chairperson of the provincial People’s Committee) from the receipt of the valid application dossier of the first investor. The Ministry of Finance and investment registration authority shall not consider and shall return other investors’ application dossiers (if any) submitted after the 10-day period (for the project subject to investment policy approval by the Prime Minister) or 07-day period (for the project subject to investment policy approval by the Chairperson of the provincial People’s Committee) from the receipt of the valid application dossier of the first investor.

2. Implement the procedures for investment policy approval according to the corresponding provisions of Article 34 or Article 35 of this Decree on the basis of the investment project proposal of the first investor.  If the first investor’s investment project proposal fails to satisfy the conditions mentioned in clause 7 Article 32 of the Law on Investment, implement the procedures for investment policy approval on the principle that the investment project proposal of each investor is considered on a first come first served basis.

3. At the request of the Ministry of Finance or investment registration authority, the investment policy approving authority shall consider granting investment policy approval and assign a competent state agency to select to apply the law on bidding to select an investor among the investors that have submitted valid application dossiers. In this case, the bidding documents shall be issued to investors that have submitted valid application dossiers without having to carry out the procedures for invitation for Expression of Interest. The investor winning the bid shall implement the project in accordance with the decision on investment policy approval, the contract (if any), the law on investment, the law on land, and other relevant laws.

4. If, during the process of implementing the procedures for investment policy approval as prescribed in clause 2 of this Article, there remains only one investor that has submitted a valid application dossier, the investment policy approving authority shall consider approving the investment policy and concurrently assign the competent state agency to implement the procedures for investor approval in accordance with the sequence and procedures specified in clause 1 or clause 3 Article 31 of this Decree without having to implement the procedures prescribed in clause 3 of this Article and without having to prepare a report on results of invitation for Expression of Interest.

5. If, after the project is granted the investment policy approval as prescribed in clause 2 of this Article, there remains only one investor that has submitted a valid application dossier, the competent state agency shall implement the procedures for investor approval in accordance with the sequence and procedures specified in clause 1 or clause 3 Article 31 of this Decree without having to implement the procedures prescribed in clause 3 of this Article and without having to prepare a report on results of invitation for Expression of Interest.

6. The investor approved as prescribed in clause 4 and clause 5 of this Article shall implement their project in accordance with the decision on investment policy approval, the decision on investor approval, the law on investment, the law on 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 investment 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. The application dossier for investment policy approval by the Prime Minister shall comply with Article 32 of this Decree.

3. The investor or competent state agency specified in point a clause 5 Article 32 hereof shall submit 01 set of an application dossier for investment policy approval according to relevant provisions of clause 1 or clause 2 Article 32 of this Decree together with electronic copies of documents in the dossier to the Ministry of Finance.

4. Within 03 working days from the receipt of the valid application dossier mentioned in clause 2 of this Article, the Ministry of Finance shall send it to relevant Ministries, authorities and People’s Committees of provinces where the project is expected to be implemented to seek their appraisal opinions on the project’s contents under their state management as prescribed in clause 7 or clause 8 Article 32 of this Decree.

For investment projects that has a proposal for repurposing of land meant for rice cultivation, protection forest land or special-use forest land; forest repurposing, the procedures for obtaining opinions are as follows:

a) For a project that has the proposal for repurposing of land meant for rice cultivation, protection forest land or special-use forest land, the Ministry of Finance shall seek appraisal opinions of the Ministry of Agriculture and Environment and People’s Committee of the province where the project is expected to be implemented about the conformity of the project with the land use planning scheme or general planning scheme in the absence of a land use planning scheme which is approved by the competent state agency; about the remaining allocated quotas for use of land by the time of project proposal; about the current use of land (types of land and users of land); about the expected preliminary plans for land expropriation, compensation, support and resettlement (if any); about the compliance with regulations of law on land in case the investor is using land allocated or leased out by the State to implement another investment project.

b) For a project that has a proposal for forest repurposing, the Ministry of Finance shall seek appraisal opinions of the Ministry of Agriculture and Environment, relevant Ministries and central agencies, People’s Committee of the province where the project is expected to be implemented about the proposal for forest repurposing in accordance with the law on forestry.

5. Within 10 working days from the receipt of the request of the Ministry of Finance for opinions, the requested authorities shall give their appraisal opinions about the contents under their state management to the Ministry of Finance.

In case the project is subject to preliminary environmental impact assessment as per the law on environmental protection, the Ministry of Agriculture and Environment shall fulfill the responsibility specified in this clause for the contents of preliminary environmental impact assessment.

6. Within 20 working days from the receipt of the valid application specified in clause 2 of this Article, the Ministry of Finance shall appraise it and prepare an appraisal report containing the contents specified in clause 7 or clause 8 Article 32 of this Decree. The appraisal report shall fully reflect the details of acceptance and explanation for opinions from relevant Ministries, central agencies and organizations, as well as opinions of the Ministry of Finance on the satisfaction of the conditions for submission to the Prime Minister for consideration and approval of the investment policy.

7. Within 05 working days from the receipt of the appraisal report of the Ministry of Finance, the Prime Minister shall consider and grant investment policy approval.

8. The contents of the Prime Minister’s decision on investment policy approval include:

a) The investor implementing the project (in case of concurrent approval of investment policy and investor) or investor selection method (in case of selecting an investor to implement the project through an LUR auction or bidding);

b) Project’s name; objectives; scale (including the scale and capacity for design, construction scale, land use scale, sea area use scale, if any; investment capital of the project (total estimated cost of implementing the project, if any), operating duration of the project;

c) Location of the investment project;

d) Project implementation schedule: schedule for contributing capital and mobilizing capital sources; schedule for carrying out capital construction and putting the work into operation (if any); preliminary plan for investment phasing or division of component projects (if any); schedule for implementing each phase (for the multi-phase investment project);

dd) Applied technologies (if any) expected to be used;

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

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

h) Responsibilities of investors and agencies concerned for investment project implementation.

9. The decision on investment policy approval shall be sent to the Ministry of Finance, to the investor or the competent state agency which submitted the application dossier specified in clause 2 of this Article, to the People’s Committee of the province where the project is implemented to hold the auction (in case of selecting an investor through an LUR auction), to the competent authority as prescribed by the bidding law for disclosure of information about the investment project (in case of selecting an investor through bidding), to the investment registration authority, to other Ministries and agencies involved in implementation of the investment project.

Article 35. Power, sequence and procedures for investment policy approval by Chairpersons of provincial People’s Committees

1. Investment projects subject to investment policy approval by Chairpersons of provincial 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 People’s Committees specified in clause 8 Article 24 of the Law on Investment are composed of:

a) Investment projects with a request for land allocation or land lease by the State not through an LUR auction or bidding for selection of investor implementing a project using land;

b) Investment projects that with a request for land allocation or land lease by the State to households and individuals required to obtain the written approval from the provincial People’s Committee in accordance with the law on land;

c) Investment projects with a request for land allocation or land lease by the State in a case other than that of receipt of LURs or property attached to land;

d) Investment projects with a request for land repurposing subject to written permission for land repurposing from the competent state agency in accordance with the law on land, except for the case of repurposing of households and individuals’ land not subject to approval by the provincial People’s Committee in accordance with the law on land.

3. The approval of the investment policy for the investment project with a request for land repurposing as prescribed in clause 8 Article 24 of the Law on Investment shall apply to cases where the investor is the land user requesting land repurposing and shall not apply to cases where land is allocated or leased out through an LUR auction or bidding for investor selection in accordance with the law on land.

4. The approval of investment policy as specified in clause 8 Article 24 of the Law on Investment shall not apply to the following cases:

a) The investment projects in the cases specified in points a, b and c clause 8 Article 24 of the Law on Investment;

b) Electricity projects which, in accordance with the law on electricity, are not required to go through the procedures for investment policy approval.

5. Investment projects under the authority of the Chairperson of the provincial People’s Committee to approve investment policy as prescribed in clause 9 Article 24 of the Law on Investment are those with a request for land allocation, land lease or permission for land repurposing by the State in areas affecting national defense and security, as determined according to clause 7 Article 2 of this Decree or the opinions of the Ministry of National Defense and the Ministry of Public Security as prescribed in point d clause 2 Article 91 of this Decree.

6. The application dossier for investment policy approval by the Chairperson of provincial People’s Committee shall comply with Article 32 of this Decree.

7. Procedures for investment policy approval by a Chairperson of the provincial People’s Committee are as follows:

a) The investor or competent state agency specified shall submit 01 set of an application dossier for investment policy approval according to relevant provisions of clause 1 or clause 2 Article 32 of this Decree together with electronic copies of documents in the dossier to the investment registration authority;

b) Within 02 working days from the receipt of the valid application dossier specified in point a of this clause, the investment registration authority shall send it to departments, People’s Committees of communes where the project is expected to be implemented and relevant local agencies to seek their appraisal opinions on the contents under their state management as prescribed in clause 7 or clause 8 Article 32 of this Decree. For an investment project implemented in an area that affects national defense and security, the investment registration authority shall seek opinions of the provincial Military Command and provincial public security department about the satisfaction of the requirements for assurance of national defense and security;

c) Within 07 working days from the receipt of the request of the investment registration authority for opinions, the requested authorities shall give their appraisal opinions about the contents under their state management to the investment registration authority;

In case the project is subject to preliminary environmental impact assessment as per the law on environmental protection, the specialized environmental protection authority shall fulfill the responsibility specified in this clause for the contents of preliminary environmental impact assessment;

d) Within 14 working days from the receipt of the valid application dossier specified in point a of this clause, the investment registration authority shall prepare an appraisal report containing the contents specified in clause 7 or clause 8 Article 32 of this Decree and submit it to the Chairperson of the provincial People’s Committee.

8. Within 03 working days from the receipt of the application dossier and appraisal report, the Chairperson of the provincial People’s Committee shall consider grant an investment policy approval for the project with the contents specified in clause 8 Article 34 of this Decree.

9. The decision on investment policy approval shall be sent to the investor or the competent state agency which submitted the application dossier specified in point a clause 7 of this Article, to the authority assigned to hold the auction (in case of selecting an investor through an LUR auction), to the competent authority as prescribed by the bidding law for disclosure of information about the investment project (in case of selecting an investor through bidding), to the investment registration authority, to departments and agencies involved in implementation of the investment project.

10. For an investment project in an industrial park, export-processing zone, concentrated digital technology zone, hi-tech zone or economic zone as stipulated in clause 4 Article 25 of the Law on Investment, the management board of the industrial park, export-processing zone, hi-tech zone or economic zone shall grant investment policy approval as follows:

a) The investor or competent state agency specified in point b clause 5 Article 32 hereof shall submit 01 set of an application dossier for investment policy approval according to relevant provisions of clause 1 or clause 2 Article 32 of this Decree together with electronic copies of documents in the dossier to the management board of the industrial park, export-processing zone, hi-tech zone or economic zone;

b) Within 02 working days from the receipt of the valid application dossier specified in point a of this clause, the management board of the industrial park, export-processing zone, hi-tech zone or economic zone shall send it to relevant local agencies to seek their appraisal opinions on the contents under their state management as prescribed in clause 7 or clause 8 Article 32 of this Decree. For an investment project implemented in an area that affects national defense and security, the investment registration authority shall seek opinions of the provincial Military Command and provincial public security department about the satisfaction of the requirements for assurance of national defense and security;

c) Within 07 working days from the receipt of the request of the management board of the industrial park, export-processing zone, hi-tech zone or economic zone for opinions, the requested authorities shall give their opinions about the contents under their state management to the management board of the industrial park, export-processing zone, hi-tech zone or economic zone;

d) Within 17 working days from the receipt of the valid application dossier specified in point a of this clause, the management board of the industrial park, export-processing zone, hi-tech zone or economic zone shall prepare an appraisal report comprising the contents specified in clause 7 or clause 8 Article 32 of this Decree and the decision on investment policy approval comprising the contents specified in clause 8 Article 34 of this Decree.

11. For an investment project which at the same time fall under the authority of 02 or more Chairpersons of provincial People’s Committees to grant investment policy approval, the following regulations shall apply:

a) The investor may choose to implement the procedures for investment policy approval in the locality where the majority of the project’s land area is proposed to be used or where the construction of the project’s main work is to be built or where the majority of the project’s activities are to be implemented in that locality, unless otherwise prescribed by law;

b) The Chairperson of the People’s Committee of the province where the investor submits the application dossier for investment policy approval shall seek opinions from the Chairpersons of the relevant provincial People’s Committees and consider approving the investment policy for the entire project upon obtaining approval from all Chairpersons of the People’s Committees of the provinces where the project is to be implemented;

c) For a project with a proposal for investor selection through an LUR auction or bidding, the Chairperson of the People’s Committee where the investor applies for implementation of the project shall act as an authority which presides over and cooperate with relevant agencies and localities in organizing the LUR auction or bidding for investor selection in accordance with the law on land and the law on bidding;

d) The written approval of the investment policy shall serve as the basis for localities where the project is implemented to allocate land, lease out land or permit land repurposing for the land area used for implementation of the project in those localities, and for the project implementation.

Section 3. PROCEDURES FOR ISSUANCE, ADJUSTMENT AND REVOCATION OF INVESTMENT REGISTRATION CERTIFICATES

Article 36. Power to issue, adjust and revoke investment registration certificates

1. The power to issue, adjust and revoke investment registration certificates is prescribed in Article 27 of the Law on Investment.

2. The Department of Finance of a province where the investor implements the project or has established or intends to establish their operating office to implement the project shall issue, adjust or revoke investment registration certificates for the following investment projects:

a) An investment project implemented in 02 or more provincial-level administrative divisions;

b) An investment project in an industrial park, export-processing zone, hi-tech zone or economic zone without a management board or not under the management of the management board of the industrial park, export-processing zone, hi-tech zone or economic zone.

3. The management board of an industrial park, export-processing zone, hi-tech zone or economic zone shall issue, adjust or revoke investment registration certificates for the following investment projects:

a) A project on investment in construction and commercial operation of infrastructure of the industrial park, export-processing zone, concentrated digital technology zone, hi-tech zone or functional sub-zone of an economic zone;

b) An investment project implemented in the industrial park, export-processing zone, hi-tech zone, concentrated digital technology zone or economic zone.

4. Regarding an investment project implemented both inside and outside an industrial park, export-processing zone, hi-tech zone, concentrated digital technology zone or economic zone, the power to issue, adjust or revoke investment registration certificates shall be determined as follows:

a) Where the investor has established or intends to establish their operating office to implement the investment project outside the industrial park, export-processing zone, hi-tech zone, concentrated digital technology zone or economic zone, the Department of Finance of the province where the project is implemented has the power to issue, adjust or revoke investment registration certificates;

b) Where the investor has established or intends to establish their operating office to implement the investment project inside the industrial park, export-processing zone, hi-tech zone, concentrated digital technology zone or economic zone, the management board of such industrial park, export-processing zone, hi-tech zone, concentrated digital technology zone or economic zone has the power to issue, adjust or revoke investment registration certificates.

5. In the case of a change of the location of an investment project, the investment registration authority in the locality to which the project is relocated has the power to issue, adjust and revoke investment registration certificates

Article 37. Contents of an investment registration certificate

1. Name of the investment project.

2. Investor.

3. Code of the investment project.

4. Location of the investment project and area of land used.

5. Objectives and scale of the investment project.

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

7. Operating duration of the investment project.

8. Implementation schedule of the investment project, including:

a) Schedule for contributing capital and mobilizing capital sources;

b) Schedule for fulfilling main operating objectives of the investment project, if the project is divided into phases, the implementation schedule for each phase must be specified.

9. Forms of investment incentives and support and conditions for application thereof (if any).

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

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

1. Procedures for issuance or adjustment an investment registration certificate for an investment project which is granted concurrent approval of investment policy and investor and is subject to issuance of an investment registration certificate are as follows:

a) According to the decision on investment policy approval or decision on investment policy adjustment approval, the investment registration authority shall issue or adjust an investment registration certificate within 05 working days from the receipt of the decision on investment policy approval or decision on investment policy adjustment approval;

b) For the investment project subject to investment policy approval by 02 or more Chairpersons of provincial People’s Committees, the Department of Finance of the province where the procedures for investment policy approval are implemented shall issue the investment registration certificate.

2. For an investment project which is granted the investment policy approval and investor in which has won the auction or bidding; an investment project subject to investor approval as specified in clause 3 Article 23 of the Law on Investment and subject to issuance of the investment registration certificate, the investor shall submit a written request for issuance of the investment registration certificate to the investment registration authority to be issued with the investment registration certificate within 05 working days from the date on which the investment registration authority receives the written request.

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

4. For a project not subject to issuance of an investment registration certificate, if wishing to obtain an investment registration certificate, the investor shall submit a written request for issuance of an investment registration certificate together with information about the decision on investment policy approval or decision on investor approval (if any) so as for the investment registration authority to retrieve it from database or together with a valid copy of the decision on investment policy approval or a valid copy of the decision on investor approval (if any) to the investment registration authority to be issued with an investment registration certificate within 05 working days from the receipt of the written request.

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

1. The investor shall 01 set of an application dossier for issuance of an investment registration certificate with the contents in clause 1 Article 32 of the Law on Investment to the investment registration authority. If the investment project is to be implemented in 02 or more provincial-level administrative divisions, the investor shall submit the application dossier to the Department of Finance of one of such provinces or central-affiliated cities where the investor implements the investment project, has established or intends to establish their operating office to apply for issuance of an investment registration certificate for the project.

2. If the implementation of the investment project has commenced, the investor shall submit the application dossier mentioned in clause 1 of this Article in which the investment project proposal is replaced with a report on current implementation of the investment project from the date of commencement to the date of applying for issuance of the investment registration certificate.

3. The investment registration authority shall seek opinions from local state management agencies where necessary and shall issue the investment registration certificate to the investor within 10 working days after receiving a valid application dossier if the project satisfies the following conditions:

a) The project does not involve any banned business line specified in Article 6 of the Law on Investment and/or in an investment treaty;

b) There is a location for project implementation which has been determined based on information about the document proving LURs so as for the competent state agency to retrieve it from the database or a valid copy of the document on LURs or valid copy of the location lease agreement or another document certifying the right to use the location for project implementation;

c) The project conforms to the planning scheme specified in clause 7 Article 32 of this Decree;

d) The project satisfies the conditions concerning the investment per m² prescribed by the provincial People’s Committee according to the actual local conditions and approved by the Standing Committee of the provincial People’s Council (if any) and concerning the number of employees (if any);

dd) The market access conditions applicable to foreign investors are satisfied;

e) The project satisfies the conditions concerning the use of technology if the project is subject to collection of opinions on technology (if any) in accordance with the law on technology transfer.

4. Procedures for adjustment of an investment registration certificate for a project not subject to investment policy approval are provided for in Article 56 of this Decree.

Article 40. Investment project codes

1. The code of an investment project is a sequence of numbers automatically generated by the National Investment Information System and recorded in the investment registration certificate. Each investment project is assigned a unique code which exists throughout the operation of the project and expires upon termination of the project.

2. With regard to an investment project implemented according to the investment certificate, investment license or another document of equivalent validity, the investment project code is the number of the investment certificate, investment license or another document of equivalent validity issued to such investment project.

3. Competent state agencies shall use uniformly investment project codes to manage and exchange information about investment projects.

Article 41. Implementation of investment procedures on the National Investment Information System

1. Before implementing procedures for issuance or adjustment of the investment registration certificate, an investor shall make online declaration of information about their investment project on the National Investment Information System. Within 10 working days from the date of online declaration of their application dossier, the investor shall submit the application dossier for issuance or adjustment of the investment registration certificate to the investment registration authority. If, upon the expiry of the 10-working day period, the investment registration authority has not received the application dossier, the online application dossier will be invalidated.

2. The investment registration authority shall use the National Investment Information System to receive and process dossiers, respond with the results of implementation of investment procedures, update information on the processing of dossiers and issuance of codes to investment projects. An investment project code becomes effective as the electronic copy of the investment registration certificate is recorded and stored in the National Investment Information System.

3. In case National Investment Information System is inaccessible due to a breakdown, the investment registration authority shall issue investment registration certificates according to the backup procedures below:

a) The investment registration authority shall receive application dossiers for issuance or adjustment of investment registration certificates and request the Ministry of Finance in writing to issue codes to investment projects. Within 02 working days after receiving the written request, the Ministry of Finance shall issue the project code and notify it to the investment registration authority;

b) Within 05 working days from the date on which the investment registration certificate is issued according to the back-up procedures, the investment registration authority shall update information about the investment project to the National Investment Information System.

Article 42. Online application dossiers for issuance and adjustment of investment registration certificates

1. For an investment project not subject to investment policy approval, an investor is entitled to choose between submitting a physical application dossier for issuance or adjustment of the investment registration certificate as prescribed in Articles 39 and 56 of this Decree or submitting an online application dossier on the National Investment Information System with or without a digital signature.

2. An online application dossier for issuance or adjustment of the investment registration certificate shall contain the data prescribed in this Decree and be shown in the form of an electronic document which has the same legal validity as that of a physical one.

3. An online application dossier is valid when it meets all of the following conditions:

a) The dossier contains all documents fully filled in with information required for a physical dossier but presented in electronic form and with the same name as that in physical documents;

b) The information declared on the system is adequate and consistent with that in the physical dossier; is authenticated by the digital signature of the investor or verified to be consistent with that in the physical dossier.

4. If an investor authorizes a third party to implement investment procedures, the application dossier for issuance or adjustment of the investment registration certificate must include a letter of authorization and legal documents of the authorized party.

Article 43. Sequence and procedures for online issuance and adjustment of investment registration certificates on the National Investment Information System

1. An investor shall implement procedures for issuance or adjustment of an investment registration certificate using a digital signature as follows:

a) The investor registers an account on the National Investment Information System;

b) The investor declares information and uploads electronic documents bearing their digital signature onto the National Investment Information System;

c) After completing the submission of their application dossier, the investor receives a dossier receipt through the National Investment Information System;

d) If the application dossier is invalid or has any content that needs clarifying, the investment registration authority shall send a notice to the investor for dossier completion via the National Investment Information System within 05 working days from the receipt of the application dossier;

dd) If the application dossier is valid and satisfies all conditions, the investment registration authority shall issue or adjust the investment registration certificate for the investor within 10 working days from the receipt of the valid application dossier.

2. An investor shall implement procedures for issuance or adjustment of an investment registration certificate without using a digital signature as follows:

a) The investor shall register an account on the National Investment Information System;

b) The investor shall declare information and uploads electronic documents onto the System;

c) After completing the submission of their application dossier, the investor will receive a dossier receipt through the System;

d) If the application dossier is invalid or has any content that needs clarifying, the investment registration authority shall send a notice to the investor for dossier completion via the System within 05 working days from the receipt of the application dossier;

dd) If the application satisfies the conditions for issuance or adjustment of the investment registration certificate, the investment registration authority shall notify the investor via the System;

e) After receiving the notice as stipulated in point dd of this clause, the investor shall submit 01 set of the physical application dossier enclosed with a printout of the dossier receipt to the investment registration authority, whether in person or via postal service, for a comparison with the application dossier submitted via the System. If the 30-day time limit expires from the date of sending the notice of satisfaction of the conditions for issuance or adjustment of the investment registration certificate but the investment registration authority has not received the physical application dossier from the investor, the investor’s online application dossier will be invalidated;

g) The investment registration authority shall issue or adjust the investment registration certificate within 10 working days (exclusive of the time taken by the investor to submit the physical application dossier for a comparison with the electronic one) from the receipt of the valid application dossier if the comparison shows that physical application dossier is consistent with the electronic one;

h) The investor is responsible for the accuracy and adequacy of their physical application dossier as compared to the electronic application dossier submitted via the System. If the physical application dossier is inconsistent with the application dossier submitted via the System, the investment registration authority is entitled to refuse to issue or adjust the investment registration certificate.

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

1. If the 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 authority to receive a re-issued investment registration certificate within 03 working days from the receipt of the written request.

2. If an investment registration certificate which is stored electronically on the National Investment Information System contains contents different from those of the physical investment registration certificate, the one having contents consistent with those of the application dossier for investment registration becomes legally valid. The investment registration authority shall correct information on the investment registration certificate within 03 working days from the receipt of the investor’s request.

3. If information on the investment registration certificate is inaccurate compared to that in the dossier for implementation of investment procedures, the investment registration authority shall correct information on the investment registration certificate within 03 working days from the receipt of the investor’s request.

Article 45. Registering return of investment registration certificates

For an investment project issued with an investment registration certificate but having any of its contents adjusted resulting in the project not being subject to issuance of an investment registration certificate as specified in clause 1 Article 26 of the Law on Investment, the investor shall return the investment registration certificate to the investment registration authority (if the investor so wishes) and continue to implement the project as prescribed by law.

Section 4. SPECIAL INVESTMENT PROCEDURES

Article 46. Special investment procedures

1. Investors are entitled to opt for the application of special investment procedures to the 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 implemented in economic zones and free trade zones, and the projects specified in clause 14 Article 24 of the Law on Investment.

2. Any investment projects in hi-tech zones must meet the principles and criteria for projects involving hi-tech activities according to the Law on High Technologies and the Government’s regulations on hi-tech zones.

3. If there is any difference between regulations of this Decree and other Government’s regulations on special investment procedures (exclusive investment procedures applicable to projects implemented at Vietnam International Financial Center), provisions of Article 28 of the Law on Investment and this Decree shall prevail.

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

1. The application dossier for investment registration shall 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 investment project implementation includes a commitment to satisfy the conditions, standards and technical regulations in accordance with the laws on construction, environmental protection, technology transfer, and fire prevention and firefighting; the investment project proposal includes identification and prediction of environmental impacts and measures to mitigate adverse environmental impacts in lieu of the preliminary environmental impact assessment, and the use of technologies restricted from transfer in accordance with the law on technology transfer (if any).

2. The investor’s commitment in the written request for investment project implementation as prescribed in clause 1 of this Article shall consist of the following contents:

a) Relevant conditions, standards and technical regulations as prescribed in laws on construction, environmental protection, and firefighting and fire prevention;

b) Preliminary assessment of the conformity of the project with the conditions, standards and technical regulations specified in point a of this clause;

c) Commitments to satisfy the conditions, standards and technical regulations specified in point a of this clause, not to perform any of the prohibited acts as prescribed in laws on construction, environmental protection, and firefighting and fire prevention, and to assume full responsibility for failure to fulfill commitments.

3. The dossier assessment shall cover:

a) The conformity of the project with the planning scheme, which shall be assessed in accordance with the principles specified in clause 4 of this Article;

b) The legal status and experience of the investor;

c) Land use demand (if any);

d) Regarding a project with a request for land allocation, land lease or permission for land repurposing by the State, assessment of the ability to satisfy the conditions for land allocation, land lease or permission for land repurposing in accordance with the land law; the suitability of land use demand for the project’s objectives, scale, investment capital, location, and implementation schedule;

dd) Implementation schedule of the project;

e) Contents of the investor’s commitments;

g) Investment incentives and conditions for enjoying investment incentives (if any).

4. Assessment of the conformity of the project as prescribed in Article 28 of the Law on Investment shall be carried out as follows:

a) An assessment of the conformity of the project with the zoning planning scheme for industrial parks, export-processing zones, hi-tech zones, concentrated digital technology zones and free trade zones shall be carried out. In case the project is proposed to be implemented in an area for which a zoning planning scheme is not required or the zoning planning scheme needs adjusting and is yet to be approved by a competent authority, the assessment of conformity of the investment project with one of the related general planning schemes in force as per the urban and rural planning law shall be carried out, except the case prescribed in point c of this clause;

b) In case the project is proposed to be implemented in a functional sub-zone of an economic zone, the assessment of the conformity of the project with the general planning scheme of the economic zone or one of the related general planning schemes in force as per the urban and rural planning law, except the case prescribed in point c of this clause;

c) Regarding industrial parks, export-processing zones, hi-tech zones, concentrated digital technology zones, free trade zones and functional sub-zones of economic zones for which there are zoning planning schemes in force as per the urban and rural planning law, the assessment of the project’s conformity with the zoning planning scheme shall be carried out.

5. Sequence and procedures for applying for issuance of an investment registration certificate

a) The investor shall submit 01 set of an application dossier for issuance of the investment registration certificate specified in clauses 1 and 2 of this Article to the management of the industrial park, export-processing zone, hi-tech zone or economic zone.

b) Within 15 working days from the receipt of the valid application dossier specified in point a of this clause, the management board of the industrial park, export-processing zone, hi-tech zone or economic zone shall assess the dossier specified in clause 3 of this Article and issue an investment registration certificate.

c) The issued investment registration certificate accompanied with the investor’s commitment, shall be concurrently sent to local competent state management agencies in charge of construction order management, science and technology, environmental protection, and firefighting and fire prevention;

d) In case two or more investors propose a project with a request for the State’s land lease or permission for land repurposing at the same location, the management board of the industrial park, export-processing zone, hi-tech zone or economic zone shall consider and issue the investment registration certificate to the first investor that submitted a valid dossier, and shall notify the remaining investors in writing. Where the first investor that submitted the dossier is refused issuance of the investment registration certificate, the management board of the industrial park, export-processing zone, hi-tech zone or economic zone shall implement the procedures for issuance of the investment registration certificate on the principle that the dossier of each investor is considered on a first come first served basis.

6. Article 37 of this Decree sets out contents of the investment registration certificate which includes the investor’s commitments.

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

The adjustment of investment projects specified in clause 1 Article 28 of the Law on Investment shall be carried out in accordance with the corresponding provisions of clause 5 Article 47 of this Decree, in which contents of the written request for adjustment comprise commitment to satisfy the conditions, standards and technical regulations in accordance with the laws on construction, environmental protection, and fire prevention and firefighting.

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

1. Each investor shall implement their project according to the provisions set out under their investment registration certificate and commitments regarding construction, construction, environmental protection, and firefighting and fire prevention, and shall assume responsibility for their failure to fulfill these commitments.

If a project fails to satisfy the conditions, technical regulations and standards as committed, the competent state agency shall consider imposing penalties for administrative violations, suspend or terminate the project or take other actions as prescribed by law.

2. If an investment project is subject to environmental impact assessment as prescribed in the Law on Environmental Protection, when following investment registration procedures as prescribed in Article 28 of the Law on Investment, the investor is not required to prepare any environmental impact assessment report. If the project is subject to issuance of an environmental license, the investor shall comply with the following provisions:

a) Before commencing construction, the investor shall follow procedures for issuance of environmental license at the state agency that has the power to appraise the environmental impact assessment report if the project is subject to environmental impact assessment report as prescribed by the law on environmental protection;

b) Sequence and procedures for issuance of environmental license shall comply with relevant provisions of law on environmental protection in case the investment project is not subject to environmental impact assessment.

3. If a project is subject to environmental registration, the investor shall carry out environmental registration procedures as prescribed in point b clause 6 Article 49 of the Law on Environmental Protection.

4. An investor shall send a notice of construction commencement to the competent state agency as follows:

a) Regarding an investment project comprising a construction component, at least 30 days prior to the commencement of construction, the investor shall send a notice of construction commencement to the local competent state agency in charge of managing construction order and the Management Board as prescribed in clause 3 Article 28 of the Law on Investment.

b) The techno-economic report on construction investment prescribed in point a clause 3 Article 36a of the Law on Investment shall be prepared for the entire investment project or each constituent project or implementation stage in case the project is divided into phases provided that the report is conformable with the investment registration certificate issued by a competent authority. A techno-economic report on construction investment for a constituent project or phase must contain all contents of the project’s techno-economic report as prescribed by the construction law, ensuring the synchronism of the entire project.

Article 50. Examination, supervision and assessment of investment projects subject to special investment procedures

1. Investors shall:

a) Organize supervision and assessment of their investment projects themselves;

b) The supervision and assessment of investment projects prescribed in point a of this clause shall be subject to regulations of law on investment and relevant laws.

2. Management Boards shall assume their duties and powers in accordance with law and the following responsibilities:

a) Carry out examination, supervision and assessment of their investment projects within the bounds of their functions, duties and powers;

b) Notify investors in writing of any issue that arise before prior to the construction commencement and during the implementation of the investment projects;

c) Handle issues arising during the implementation of the investment projects under their authority or notify competent state agencies thereof for timely handling;

d) Cooperate with competent state agencies in carrying out examination, supervision and assessment of investors’ fulfillment of commitments regarding construction, construction, environmental protection, and firefighting and fire prevention as prescribed by law or carry out such duties as authorized in accordance with law.

3. State management agencies for investment and specialized state management agencies shall carry out examination, supervision and assessment of investment projects within the bounds of their functions, duties and powers.

Section 5. ADJUSTMENT OF INVESTMENT INCENTIVES

Article 51. Contents of and procedures for adjustment of investment projects

1. During the implementation of an investment project, the investor is entitled to adjust such project according to clauses 1, 2 and 3 Article 33 of the Law on Investment.

2. For a project granted investment policy approval, the investor shall implement the procedures below:

a) If any content of the investment project is adjusted according to clause 3 Article 33 of the Law on Investment, the investor implements procedures for adjusting the decision on investment policy approval in accordance with the corresponding provisions of Articles 52, 53 and 54 of this Decree.  Pursuant to the decision on investment policy adjustment approval, the investor implements procedures for adjusting the decision on investor approval (if any) or investment registration certificate (if any);

b) If any content of the investment project is adjusted in a case other than the case specified in clause 3 Article 33 of the Law on Investment, the investor is not required to implement procedures for investment policy adjustment approval.

3. The investor shall implement the procedures for investment policy adjustment approval as prescribed in clause 3 Article 33 of the Law on Investment in the following circumstances:

a) There is a change to any content or objective subject to investment policy approval specified in the written investment policy approval;

b) There is a change to the land area used by more than 10% or by more than 30 hectares if the project has a request for land allocation or land lease by the State not through an auction of LURs or bidding for investor selection;

c) The investment location is changed from that approved in the written approval of investment policy, unless information about the investment location is changed as a result of the arrangement of administrative divisions and the organization of two-tier local government or the land area used is changed while the approved location remains unchanged;

d) The investment project implementation schedule is extended by more than 24 months as prescribed in clause 4 Article 33 of the Law on Investment;

dd) The operating duration of the investment project is adjusted, except the case specified in point c clause 1 Article 28 of this Decree;

e) There is a change of the investor in the investment project granted concurrent approval of investment policy and investor before the operation of the project or there is a change of conditions (if any) applicable to the investor set out under the written approval of investment policy.

4. For an investment project not subject to investment policy approval or a project granted the investment policy approval but not falling into any of the cases specified in clause 3 Article 33 of the Law on Investment, the investor shall implement the procedures for adjusting the investment registration certificate (if any) as prescribed in Article 56 of this Decree.

5. If a request for adjustment of an investment project not subject to investment policy approval results in the project being subject to investment policy approval, the investor must implement the procedures for investment policy approval as prescribed in Section 2 Chapter IV of this Decree prior to making the adjustment. In this case, the investment policy approving authority shall consider the adjustments to grant the investment policy approval.

6. Sequence and procedures for adjusting an investment project shall be implemented in accordance with relevant provisions of Section 5 of this Chapter applicable to the adjustments.

Article 52. Procedures for adjusting investment projects subject to investment policy approval by the Prime Minister

1. The investor shall submit 01 set of an application dossier together with electronic copies of documents in the dossier to the Ministry of Finance. The dossier shall include:

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

b) A report on current implementation of the investment project by the time of adjustment;

c) The investor’s decision on investment project adjustment if the investor is an organization;

d) Explanations for or documents relating to the 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 adjusting an investment project:

a) Within 03 working days from the receipt of a valid application dossier, the Ministry of Finance shall send it to the competent state agencies specified in clause 4 Article 34 of this Decree to seek their opinions about the adjustments to the investment project;

b) Within 10 working days from the receipt of a valid application dossier, the requested authorities shall give their opinions about the adjustments under their state management;

c) Within 20 working days from the receipt of a valid application dossier, the Ministry of Finance shall prepare a report on appraisal of adjustments to the investment project for submission to the Prime Minister;

d) Within 05 working days from the receipt of the appraisal report of the Ministry of Finance, the Prime Minister shall consider and decide to grant the investment policy adjustment approval. The decision on investment policy adjustment approval shall be sent to the Ministry of Finance, investment registration authority and investor, ministries and agencies involved in the implementation of the investment project or agency approving investors (if any).

3. In the case where an investment project granted the investment policy approval is adjusted but the investor selection has not yet been conducted or no investor has been selected:

a) The competent state agency specified in point a clause 5 Article 32 of this Decree shall prepare an application dossier for adjustment of the investment project and submit it to the Ministry of Finance.

The dossier shall comprise a written request for adjustment of the investment project; explanations for or documents relating to the adjustment of the relevant 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) Sequence and procedures for adjusting the investment project are specified in clause 2 of this Article.

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

1. An investor shall submit 01 set of an application dossier specified in clause 1 Article 52 of this Decree together with electronic copies of documents in the dossier to the investment registration authority.

2. Procedures for adjusting an investment project:

a) Within 02 working days from the receipt of a valid application dossier, the investment registration authority shall send it to the competent state agencies specified in point b clause 7 Article 35 of this Decree to seek their opinions about the adjustments to the investment project;

b) Within 07 working days from the receipt of the dossier, the requested authorities shall give their opinions about the adjustments under their state management;

c) Within 14 working days from the receipt of a valid application dossier, the investment registration authority shall prepare a report on appraisal of adjustments to the investment project for submission to the Chairperson of the provincial People’s Committee;

d) Within 03 working days after the date of receiving the dossier and appraisal report from the investment registration authority, the Chairperson of the provincial People’s Committee shall decide to approve the investment policy adjustment. The decision on investment policy adjustment approval shall be sent to the investment registration authority and investor, authority approving the investor in the case of approving the investor as prescribed in clause 3 Article 23 of the Law on Investment, ministries and agencies involved in the implementation of the investment project.

3. In the cases where the implementation schedule or operating duration of an investment project is adjusted as specified in clause 5 Article 28 of this Decree or where the investor wishes to update information on the investment project location on the basis of the arrangement of administrative divisions and the organization of two-tier local government, the investor shall implement procedures as follows:

a) The investor shall submit 01 set of an application dossier together with electronic copies of documents in the dossier to the investment registration authority.

In the case of delayed transfer of land as specified in clause 5 Article 28 of this Decree, the dossier consists of the investor’s written request; a copy of the decision on land allocation, decision on land lease, decision on land repurposing or a copy of the document on land transfer issued by the competent state agency.

In the case of updating information on the investment project location on the basis of the arrangement of administrative divisions and the organization of two-tier local government, the dossier consists of the investor’s written request containing the explanation for such updating;

b) Within 02 working days after the date of receiving a valid dossier, the investment registration authority shall make a report to the Chairperson of the provincial People’s Committee for his/her consideration and decision on the investment policy adjustment without having to implement the procedures mentioned in clause 2 of this Article;

c) Within 03 working days after the date of receiving the dossier and report from the investment registration authority, the Chairperson of the provincial People’s Committee shall decide to approve the investment policy adjustment. The decision on investment policy adjustment approval shall be sent to the investment registration authority and investor, authority approving the investor in the case of approving the investor as prescribed in clause 3 Article 23 of the Law on Investment, ministries and agencies involved in the implementation of the investment project.

4. In the case where an investment project granted the investment policy approval is adjusted but the investor selection has not yet been conducted or no investor has been selected:

a) The competent state agency specified in point b clause 5 Article 32 of this Decree shall prepare an application dossier for adjustment of the investment project and submit it to the investment registration authority.

The dossier shall comprise a written request for adjustment of the investment project; explanations for or documents relating to the adjustment of the relevant 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) Sequence and procedures for adjusting the investment project are specified in clause 2 of this Article.

Article 54. Procedures for adjusting investment projects subject to investment policy approval by industrial park, export-processing zone, hi-tech zone and economic zone management boards

Procedures for adjusting an investment project subject to investment policy approval by a management board of the industrial park, export-processing zone, hi-tech zone or economic zone as prescribed in clause 4 Article 25 of the Law on Investment are as follows:

1. The investor shall submit 01 set of an application dossier specified in clause 1 Article 52 of this Decree together with electronic copies of documents in the dossier to the management board of the industrial park, export-processing zone, hi-tech zone or economic zone.

2. Within 02 working days from the receipt of a valid application dossier, the management board of the industrial park, export-processing zone, hi-tech zone or economic zone shall send it to the competent state agencies specified in point b clause 10 Article 35 of this Decree to seek their opinions about the adjustments to the investment project.

3. Within 07 working days from the receipt of the dossier, the requested authorities shall give their opinions about the adjustments under their state management.

4. Within 17 working days from the receipt of the valid application dossier, the management board of the industrial park, export-processing zone, hi-tech zone or economic zone shall decide to approve the investment policy adjustment. The decision on investment policy adjustment approval shall be sent to the investor and agencies involved in the implementation of the investment project.

5. In the cases where the implementation schedule or operating duration of an investment project is adjusted as specified in clause 5 Article 28 of this Decree or where the investor wishes to update information on the investment project location on the basis of the arrangement of administrative divisions and the organization of two-tier local government, the investor shall implement procedures as follows:

a) The investor shall submit 01 set of an application dossier together with electronic copies of documents in the dossier to the management board of the industrial park, export-processing zone, hi-tech zone or economic zone.

In the case of delayed transfer of land as specified in clause 5 Article 28 of this Decree, the dossier consists of the investor’s written request; a copy of the decision on land allocation, decision on land lease, decision on land repurposing or a copy of the document on land transfer issued by the competent state agency.

In the case of updating information on the investment project location on the basis of the arrangement of administrative divisions and the organization of two-tier local government, the dossier consists of the investor’s written request containing the explanation for such updating;

b) Within 05 working days from the receipt of the valid application dossier, the management board of the industrial park, export-processing zone, hi-tech zone or economic zone shall decide to approve the investment policy adjustment. The decision on investment policy adjustment approval shall be sent to the investor and agencies involved in the implementation of the investment project.

6. In the case where an investment project granted the investment policy approval is adjusted but the investor selection has not yet been conducted or no investor has been selected:

a) The competent state agency specified in point b clause 5 Article 32 of this Decree shall prepare an application dossier for adjustment of investment project and send it to the management board of the industrial park, export-processing zone, hi-tech zone or economic zone.

The dossier shall comprise a written request for adjustment of the investment project; explanations for or documents relating to the adjustment of the relevant 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) Sequence and procedures for adjusting the investment project are specified in clauses 1, 2, 3 and 4 of this Article.

Article 55. Procedures for adjusting decisions on investor approval

1. For a project which has been granted the investor approval in accordance with clause 3 Article 23 of the Law on Investment and is not subject to investment policy approval, the investor must implement the procedures for adjusting the decision on investor approval if the adjustments to the project fall into any of the corresponding cases specified in clause 3 Article 51 of this Decree.

2. Power, application dossiers, sequence and procedures for adjusting a decision on investor approval are specified in clauses 1 and 2 Article 53 or clauses 1, 2, 3 and 4 Article 54 of this Decree.

Article 56. Procedures for adjusting investment projects issued with investment registration certificates and not subject to investment policy approval

1. In the cases where the adjustment of an investment project is related to a change of name of the investment project or name of the investor specified in the investment registration certificate, where the implementation schedule or operating duration of the investment project is adjusted as specified in clause 5 Article 28 of this Decree or where the investor wishes to update information on the investment project location on the basis of the arrangement of administrative divisions and the organization of two-tier local government, the investor shall implement the procedures for project adjustment as follows:

a) The investor shall submit 01 set of an application dossier together with electronic copies of documents in the dossier to the investment registration authority:

In the case of changing name of the investment project or name of the investor specified in the investment registration certificate, the dossier shall comprise a written request for investment project adjustment submitted to the investment registration authority together with documents relating to the change of name of the investment project or name of the investor.

In the case of adjusting the implementation schedule or operating duration of the investment project as specified in clause 5 Article 28 of this Decree, the dossier shall comprise the investor’s written request; a copy of the decision on land allocation, decision on land lease, decision on land repurposing or a copy of the document on land transfer issued by the competent state agency.

In the case of updating information on the investment project location on the basis of the arrangement of administrative divisions and the organization of two-tier local government, the dossier shall comprise the investor’s written request containing the explanation for such updating;

b) Within 03 working days after receiving the written request for adjustment of the investment registration certificate and relevant documents (if any), the investment registration authority shall adjust the investment registration certificate for the investor.

2. If the adjustment of an investment project is not made in the case specified in clause 1 of this Article, the investor shall submit 01 set of an application dossier specified in clause 1 Article 52 of this Decree to the investment registration authority.  Within 07 working days after the date of receiving a valid dossier, the investment registration authority shall adjust 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. An investor (the transferor) is entitled to transfer part or the whole of their investment project to another investor (the transferee) if the conditions set out in clause 1 Article 34 of the Law on Investment are satisfied.

2. The transferee is entitled to inherit the rights and obligations to implement the investment project of the transferor. If the project transfer generates income, the transferor shall discharge financial obligations to the State as prescribed by law.

3. For a real estate business project, the investor that is approved as prescribed in Article 23 of the Law on Investment or issued with the investment registration certificate shall follow procedures for adjusting the investment project upon transfer of the project as prescribed in this Article and both transferor and transferee must comply with the principles, conditions, rights and obligations in accordance with the law on real estate business.

4. For a real estate business project other than that specified in clause 3 of this Article, the power, procedures, conditions and application dossiers for permission for transfer of part or the whole of the real estate business project shall comply with the law on real estate business.

5. An application dossier for adjustment of the investment project is composed of:

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

b) A report on current implementation of the investment project by the time of investment project transfer;

c) A contract or in-principle contract for transfer of part or the whole of the investment project;

d) Documents about the legal status of the project transferor and transferee;

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

e) A copy of the business cooperation contract (for a BCC project);

g) A copy of one of the following documents of the transferee: financial statements for the last 02 years or a report on audit of equity of the investor, the parent company’s commitment to provide financial support, financial institution’s commitment to provide financial support or guarantee of the investor’s financial capacity or other document proving the investor’s financial capacity.

6. Where an investment project has been granted the concurrent approval of investment policy and investor and the investor has transferred whole of the project before it is put into operation or before there is a change of conditions applicable to the investor, the procedures for adjusting the project are as follows:

a) The transferor shall submit 01 set of an application dossier together with electronic copies of documents in the dossier prescribed in clause 5 of this Article to the Ministry of Finance or to the investment registration authority corresponding to the power to approve the investment policy of the project;

b) The authority specified in point a of this clause shall consider the conditions for project transfer set forth in clause 1 Article 34 of the Law on Investment to decide to adjust the investment project in accordance with the corresponding provisions of Articles 52, 53 and 54 of this Decree. The decision on investment policy adjustment approval shall record the transferor, transferee and part of the project transferred (if any), and be sent to the investment registration authority, transferor and transferee.

7. Where an investment project has been granted the investment policy approval but the transfer thereof changes any content of such approval in one of the cases stipulated in points a, b, c and d clause 3 Article 33 of the Law on Investment, the transferor shall implement the procedures for adjusting the project according to corresponding provisions of points a and b clause 6 of this Article, except the case specified in clause 10 of this Article.

8. Where an investment project has been granted the investment policy approval and the decision on investor approval but the transfer thereof does not change any content of the investment policy approval in one of the cases stipulated in points a, b, c and d clause 3 Article 33 of the Law on Investment, the transferor is not required to implement the procedures for investment policy adjustment approval but must implement procedures for adjustment of the decision on investor approval according to the following regulations:

a) The transferor shall submit 01 set of an application dossier specified in clause 5 of this Article together with electronic copies of documents in the dossier to the investment registration authority in which the written request for adjustment of the investment project is replaced by a written request for investor change approval;

b) Within 02 working days from the receipt of a valid application dossier, the investment registration authority shall send it to the competent state agencies specified in point b clause 6 Article 35 of this Decree to seek their opinions about the adjustments to the investment project;

c) Within 07 working days from the receipt of the dossier, the requested authorities shall give their opinions about the adjustments under their state management;

d) Within 14 working days from the receipt of the valid application dossier, the investment registration authority shall prepare an appraisal report containing the contents specified in points b, c, d and e clause 8 Article 32 of this Decree;

dd) Within 03 working days after the date of receiving the dossier and appraisal report from the investment registration authority, the Chairperson of the provincial People’s Committee or the economic zone management board shall decide to approve the investor change.

The decision on investment policy adjustment approval shall be sent to the investment registration authority and investor, authority approving the investor in the case of approving the investor as prescribed in clause 3 Article 23 of the Law on Investment, ministries and agencies involved in the implementation of the investment project, and the transferor and transferee.

9. Where an investment project has been granted the investor approval and is not subject to investment policy approval and the transfer of such investment project results in it falling into one of the cases specified in clause 3 Article 51 of this Decree, the investor shall submit 01 set of an application dossier prescribed in clause 5 of this Article together with electronic copies of documents in the dossier to the investment registration authority in order to implement the procedures for adjusting the decision on investor approval as prescribed in Article 55 of this Decree.

10. Where an investment project has been granted the investment policy approval and put into operation, the investor is not required to implement the procedures for investment policy adjustment approval upon transfer of the project.

11. Where an investment project has been issued with the investment registration certificate and is not subject to investment policy approval or has been granted the investment policy approval but does not fall into any of the cases specified in clause 3 Article 33 of the Law on Investment, the procedures for adjusting the project are as follows:

a) The transferor shall submit 01 set of an application dossier prescribed in clause 5 of this Article to the investment registration authority:

b) The investment registration authority shall consider the conditions for project transfer set forth in clause 1 Article 34 of the Law on Investment to adjust the investment project in accordance with Article 56 of this Decree. The adjusted investment registration certificate shall be sent to both transferor and transferee.

12. The procedures for adjusting an investment project in a case where a foreign investor receives the investment project and establish an economic organization to implement the investment project:

a) The transferor shall implement the procedures for adjusting the investment project in accordance with the corresponding provisions of clauses 6, 7, 8, 9 and 11 of this Article;

b) After completing the procedures set out in point a of this clause, the foreign investor being the transferee shall implement the procedures for establishing an economic organization in accordance with the law on enterprises corresponding to each type of economic organization. From the date on which the enterprise registration certificate or another document of equivalent validity is issued, the economic organization established by the foreign investor shall act as the investor that implements the investment project.

Article 58. Adjustment of investment projects in case investors receive investment projects being collateral

1. Any credit institution, organization or individual that receives collateral which is an investment project (hereinafter referred to as “the secured party”) reserves the right to transfer such investment project.

2. The transferee is entitled to inherit the rights and obligations to implement the investment project of the transferor under the conditions set out in the project transfer contract and relevant laws.

3. The secured party or transferee shall prepare an application dossier for investment project adjustment, including:

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

b) An investment project transfer contract between the secured party and the transferee;

c) A loan contract or credit extension contract or debt purchase and sale contract (if any);

d) A contract for or document certifying the secured transaction (if any);

dd) A document certifying the auction winner in case where the secured party or civil enforcement agency holds an asset auction (if any);

e) Copies of documents about the legal status of the transferor and transferee;

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

h) A copy of one of the following documents of the transferee: financial statements for the last 02 years or a report on audit of equity of the investor, the parent company’s commitment to provide financial support, financial institution’s commitment to provide financial support or guarantee of the investor’s financial capacity or other document proving the investor’s financial capacity;

i) A secured party’s written confirmation of legal status of the collateral.

4. Procedures for adjusting an investment project in the case of transfer of the investment project being collateral are as follows:

a) Where an investment project has been granted concurrent approval of investment policy and investor but the transfer of the entire investment project changes in the case stipulated in point dd clause 3 Article 33 of the Law on Investment, the secured party or transferee shall submit the application dossier specified in clause 3 of this Article and implement the procedures for adjusting the project according to corresponding provisions of Articles 52, 53 and 54 of this Decree;

b) Where an investment project has been granted the investment policy approval but the transfer thereof changes any content of such approval in one of the cases stipulated in points a, b, c and d clause 3 Article 33 of the Law on Investment, the procedures for adjusting the project upon the transfer are set out in Articles 52, 53 and 54 of this Decree, except the case in clause 5 of this Article;

c) Where an investment project has been granted the investment policy approval and the decision on investor approval but the transfer thereof does not change any content of the investment policy approval in one of the cases stipulated in points a, b, c and d clause 3 Article 33 of the Law on Investment, the procedures for investment policy adjustment approval are not required. The secured party or transferee shall implement the procedures for adjusting the decision on investor approval in accordance with the corresponding provisions of clause 8 Article 57 of this Decree;

d) Where an investment project has been granted the investor approval and is not subject to investment policy approval and the transfer of such investment project results in it falling into one of the cases specified in clause 3 Article 51 of this Decree, the investor shall submit 01 set of an application dossier prescribed in clause 3 of this Article together with electronic copies of documents in the dossier to the investment registration authority in order to implement the procedures for adjusting the decision on investor approval as prescribed in Article 55 of this Decree;

dd) For an investment project granted the investment registration certificate and not subject to investment policy approval or granted the investment policy approval but not falling into any of the cases specified in clause 3 Article 33 of the Law on Investment, the secured party or transferee shall submit 01 set of an application dossier specified in clause 3 of this Decree to the investment registration authority to implement the procedures for adjusting the project according to the corresponding provisions of Article 56 of this Decree.

5. Where an investment project has been granted the investment policy approval and put into operation, it is not required to implement the procedures for investment policy adjustment approval upon transfer of the project.

6. If the secured party wishes to receive and implement the investment project, it shall prepare an application dossier and implement the procedures for investment project adjustment in accordance with the corresponding provisions of Articles 52, 53, 54 and 56 of this Decree, in which the application dossier for investment project adjustment  shall additionally include a contract for or document certifying the secured transaction; credit contract or document certifying the debt;  secured party’s written confirmation of legal status of the collateral.

7. If the foreign investor or economic organization specified in points a, b and c clause 1 Article 20 of the Law on Investment receives an investment project and establishes an economic organization to implement the investment project, it is required to implement the procedures for investment project adjustment in accordance with the corresponding provisions of Articles 52, 53, 54 and 56 of this Decree, and then establish the economic organization in accordance with the law on enterprises applicable to each type of economic organization. The 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 project adjustment are specified in Article 102 of this Decree.

Article 59. Adjustment of investment projects in case of split-up, split-off and merger of investment projects

1. An investor is entitled to adjust their investment project in the following forms:

a) Split-up or split-off of their ongoing investment project (hereinafter referred to as “split up or split off project”) into two or several projects;

b) Merger of one or more investment projects of such investor (hereinafter referred to as “merged project(s)”) into another investment project of such investor (hereinafter referred to as “merging project”).

2. The split-up, split-off or merger of an investment project in the forms specified in clause 1 of this Article shall satisfy the following conditions:

a) The conditions for land use prescribed by the law on land, business investment conditions (if any) and other conditions prescribed by law are satisfied;

b) It is not permitted to change any of the conditions (if any) applicable to the investor specified in the decision on investment policy approval or investment registration certificate prior to the split-up, split-off or merger.

3.  Procedures for adjusting an investment project in a case of split-up, split-off and merger are as follows:

a) For a project granted the investment policy approval, the investor shall submit 01 set of an application dossier together with electronic copies of documents in the dossier to the Ministry of Finance or to the investment registration authority corresponding to the power to approve the investment policy of the project.

The application dossier shall comprise a written request for project adjustment; a report on current implementation of the investment project by the time of split-up, split-off or merger; the investor’s decision on split-up, split-off or merger or another document of equivalent validity; a document about the investor’s legal status; a copy of the investment registration certificate or decision on investment policy approval (if any); a copy of the decision on investor approval (if any); explanations for or documents relating to the 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 authority specified in point a of this clause shall consider the conditions for split-up, split-off or merger transfer of the investment project in clause 2 of this Article to implement the procedures for investment project adjustment in accordance with the corresponding provisions of Articles 52, 53 and 54 of this Decree. The decision on investment policy adjustment approval shall be sent to the investment registration authority and the investor;

c) Where an investment project has been granted the investor approval and is not subject to investment policy approval and the split-up, split-off or merger of such investment project results in it falling into one of the cases specified in clause 3 Article 33 of this Decree, the investor shall submit 01 set of an application dossier prescribed in point a of this clause together with electronic copies of documents in the dossier to the investment registration authority. The investment registration authority shall consider the conditions for split-up, split-off or merger transfer of the investment project in clause 2 of this Article to implement the procedures for adjusting the decision on investor approval as prescribed in Article 55 of this Decree;

d) For an investment project granted the investment registration certificate and not subject to investment policy approval or granted the investment policy approval but not falling into any of the cases specified in clause 3 Article 33 of the Law on Investment, the investor shall submit 01 set of an application dossier specified in point a of this clause to the investment registration authority. The investment registration authority shall consider the conditions for split-up, split-off or merger of the investment project specified in clause 2 of this Article to implement the procedures for investment project adjustment as prescribed in Article 56 of this Decree. The adjusted investment registration certificate shall be sent to the investor.

Article 60. Adjustment of investment projects in case of split-up, split-off, consolidation, merger or conversion of type of economic organization; establishment of economic organizations for implementation of investment projects

1. An economic organization that is formed on the basis of the split-up, split-off, consolidation, merger or conversion of type of the economic organization (hereinafter referred to as “restructuring”) is entitled to inherit and continue to exercise the rights and discharge the obligations of the restructured economic organization regarding the investment project implemented by the restructured economic organization prior to the restructuring in accordance with the law on enterprises, law on land and relevant laws.

2. The investor shall decide the restructuring and handle assets, rights and obligations relating to the investment project in accordance with the law on enterprises and relevant laws. After completing the procedures for restructuring and for handling of assets, rights and obligations relating to the investment project, the investor shall prepare an application dossier for project adjustment. The dossier shall include:

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

b) A document on the legal status of the economic organization after the restructuring;

c) A copy of the resolution or a copy of the decision on the restructuring of the investor being the restructured economic organization, containing details of handling of assets, rights and obligations relating to the investment project;

d) Explanations for or documents relating to the 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, decision on investor approval (if any);

3. Where an investment project has been granted the investment policy approval and the adjustment thereof upon the restructuring changes any content of the investment policy approval in one of the cases specified in clause 3 Article 33 of the Law on Investment, the investor shall submit 01 set of an application dossier prescribed in clause 2 of this Article together with electronic copies of documents in the dossier to the Ministry of Finance or 01 set of an application dossier prescribed in clause 2 of this Article together with electronic copies of documents in the dossier to the investment registration authority corresponding to the power to approve investment policy to adjust the investment project according to the corresponding provisions of Articles 52, 53 and 54 of this Decree. The decision on investment policy adjustment approval shall be sent to the investor and the investment registration authority.

4. Where an investment project has been granted the investor approval and is not subject to investment policy approval and the adjustment thereof upon the restructuring results in it falling into any of the cases specified in clause 3 Article 33 of this Decree, the investor shall submit 01 set of an application dossier prescribed in clause 2 of this Article together with electronic copies of documents in the dossier to the investment registration authority in order to implement the procedures for adjusting the decision on investor approval as prescribed in Article 55 of this Decree.

5. For an investment project granted the investment registration certificate and not subject to investment policy approval or granted the investment policy approval but not falling into any of the cases specified in clause 3 Article 33 of the Law on Investment, the investor shall submit 01 set of an application dossier specified in clause 2 of this Article to the investment registration authority to adjust the project as prescribed in Article 56 of this Decree. The adjusted investment registration certificate shall be sent to the investor.

6. An economic organization that is formed on the basis of restructuring and has a foreign investor or an economic organization specified in point a, b or c clause 1 Article 20 of the Law on Investment which is a member or shareholder must satisfy the conditions specified in clause 2 Article 21 of the Law on Investment and carry out the following procedures:

a) If the economic organization that is formed on the basis of the restructuring continues to implement part or the whole of the investment project implemented by the restructured economic organization prior to its restructuring, the procedures for investment project adjustment shall be implemented as prescribed in clauses 3 and 4 of this Article;

b) If the economic organization that is formed on the basis of the restructuring does not receive and implement part or the whole of the investment project and such economic organization falls into any of the cases specified in points a, b and c clause 1 Article 20 of the Law on Investment, the dossier on restructuring shall include a commitment to satisfy the conditions for market access applicable to foreign investors as prescribed by law.

The economic organization that is formed on the basis of restructuring as prescribed in this point shall comply with the provisions of clause 4 Article 72 of this Decree.

7. Establishment of an economic organization for implementation of an investment project

a) The investor is entitled to establish an economic organization to implement the investment project granted the investment policy approval and investor approval or the investment registration certificate;

b) The economic organization established by the investor in accordance with clause 1 of this Article must have 100% of its 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, operation and dissolution as per the law applicable to each type of economic organization, laws on investment, enterprises, land and real estate business, and law governing industries and sectors.

c) The economic organization is entitled to inherit and continue to exercise the rights and discharge the obligations of the investor in respect of the investment project and may be allocated or leased out land by the State to implement the land-using investment project in accordance with the land law.

In this case, the land allocation or land lease shall be carried out in accordance with the sequence and procedures for land allocation or land lease without auction of LURs and without bidding for selection of investors in land-using projects as prescribed by the land law.

d) The investor establishing the economic organization shall implement the procedures for adjusting the investment project in accordance with the corresponding provisions of clauses 3, 4 and 5 of this Article.

Article 61. Adjustment of investment projects in case of using land use rights and property attached to land of investment projects to contribute capital to enterprises

1. An investor is entitled to exercise LURs or use property attached to land of their investment project to contribute capital to establish an economic organization or contribute capital to an enterprise in accordance with the law on land, law enterprises and relevant laws.

2. The capital contribution as prescribed in clause 1 of this Article shall adhere to the following conditions:

a) The conditions prescribed by law on land concerning rights and obligations of land users and persons having property attached to land; rights and obligations of persons receiving the rights to use land and property attached to land as contributed capital; conditions for capital contribution and receipt of the rights to use land and property on land as contributed capital;

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

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

d) The conditions for capital contribution and receipt of property contributed as capital by an enterprise in which the State holds 100% of the charter capital in accordance with the law on management and use of state capital invested in production and business in enterprises and management, the law use of public property and relevant laws;

dd) The conditions for capital contribution or for purchase of shares or stakes prescribed in clause 2 Article 21 of the Law on Investment and Articles 15, 16 and 17 of this Article applicable to a foreign investor or an economic organization prescribed in points a, b and c clause 1 Article 20 of the Law on Investment;

e) Discharge of financial obligations (if any) to the State as prescribed by law.

3. The investor contributing capital shall prepare an application dossier for investment project adjustment, including:

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

b) A report on current implementation of the investment project by the time of capital contribution;

c) An agreement with the shareholders and/or members on exercise of LURs or use of property attached to land of the investment project to contribute capital for enterprise establishment or to contribute additional charter capital to an operating enterprise;

d) Copies of documents about the legal status of the investor contributing capital and the investor receiving contributed capital;

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

e) Information on documents proving LURs so as for the competent state agency to retrieve them from the database or a copy of the certificate of land use rights, certificate of ownership of housing and residential land use rights, certificate of land use rights, ownership of housing and other property attached to land.

4. Procedures for exercising LURs or using property attached to land of an investment project to establish an enterprise or to contribute capital to an enterprise are as follows:

a) Registering the establishment of the enterprise or the contribution of capital to the enterprise as per the law on enterprises;

b) The investor contributing capital shall submit the application dossier prescribed in clause 3 of this Article and follow the procedures for investment project adjustment specified in clauses 5 and 6 of this Article. The transfer of ownership of property contributed as capital by members or shareholders to the enterprise shall comply with the law on enterprises and relevant laws.

5. Where an investment project has been granted the investment policy approval and the capital contribution changes any contents of the investment policy approval in one of the cases specified in clause 3 Article 33 of the Law on Investment, the investor contributing capital shall submit 01 set of an application dossier prescribed in clause 3 of this Article together with electronic copies of documents in the dossier to the Ministry of Finance or 01 set of an application dossier prescribed in clause 3 of this Article together with electronic copies of documents in the dossier to the investment registration authority in order to implement the procedures for adjusting the project according to the corresponding provisions of Articles 52, 53 and 54 of this Decree.

In a case of contributing part of the LURs or property attached to land other than one of the cases specified in clause 3 Article 33 of the Law on Investment, the investor contributing capital is not required to implement the procedures for investment policy adjustment approval.

6. Where an investment project has been granted the investor approval and is not subject to investment policy approval and the capital contribution results in it falling into any of the cases specified in clause 3 Article 33 of this Decree, the investor contributing capital shall submit 01 set of an application dossier prescribed in clause 3 of this Article together with electronic copies of documents in the dossier to the investment registration authority in order to implement the procedures for adjusting the decision on investor approval as prescribed in Article 55 of this Decree.

7. For an investment project granted the investment registration certificate and not subject to investment policy approval or granted the investment policy approval but not falling into any of the cases specified in clause 3 Article 33 of the Law on Investment, if the capital contribution changes contents of the investment registration certificate, the investor contributing capital shall submit 01 set of an application dossier specified in clause 3 of this Article to the investment registration authority so as to implement the procedures for adjusting the project according to the corresponding provisions of Article 56 of this Decree.

8.  If an economic organization is established to implement the investment project granted the investment policy approval or the investment registration certificate, the investor and such economic organization must satisfy the conditions set out in clause 2 of this Article. The economic organization established by the investor is entitled to inherit the rights and obligations of such investor to implement the investment project. The investor establishing the economic organization shall implement the procedures for investment project adjustment in accordance with the corresponding provisions of clauses 5, 6 or 7 of this Article.

Article 62. Adjustment of investment projects in case of using land use rights and property attached to land of investment projects for business cooperation

1. An investor is entitled to exercise LURs or property attached to land of their investment project for business cooperation.

2. The business cooperation prescribed in clause 1 of this Article must satisfy the following conditions:

a) The conditions set forth in clause 2 Article 61 of this Decree;

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

3. An investor seeking business cooperation as specified in clause 1 of this Article shall prepare an application dossier for project adjustment, including:

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

b) A report on current implementation of the investment project by the time of business cooperation;

c) A copy of the business cooperation contract;

d) Copies of documents about the legal status of parties to the business cooperation contract;

dd) A copy of the investment registration certificate or decision on investment policy approval, decision on investor approval (if any) of the investor exercising LURs or using property attached to land of the investment project for business cooperation;

e) Information on documents proving LURs so as for the competent state agency to retrieve them from the database or a copy of one of the following documents: certificate of land use rights, certificate of ownership of housing and residential land use rights, certificate of land use rights, ownership of housing and other property attached to land;

g) A copy of one of the following documents of the parties to the BCC: financial statements for the last 02 years or a report on audit of equity of the investor, the parent company’s commitment to provide financial support, financial institution’s commitment to provide financial support or guarantee of the investor’s financial capacity or other document proving the investor’s financial capacity.

4. Procedures for exercising LURs or using property attached to land of an investment project for business cooperation are as follows:

a) Where the business cooperation changes any contents of the investment registration certificate or decision on investor approval or changes any contents of the decision on investment policy approval in any of the cases specified in clause 3 Article 33 of the Law on Investment, the investor shall submit 01 set of an application dossier prescribed in clause 3 of this Article together with electronic copies of documents in the dossier to the Ministry of Finance or to the investment registration authority in order to implement the procedures for adjusting the project according to the corresponding provisions of Articles 52, 53, 54, 55 and 56 of this Decree;

b) Where the business cooperation does not change any contents of the investment registration certificate or decision on investor approval or does not change any contents of the decision on investment policy approval in any of the cases specified in clause 3 Article 33 of the Law on Investment, the investor exercising LURs or using property attached to land for business cooperation is not required to implement the procedures for adjusting the investment project as prescribed 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 exercising LURs or using property attached to land of the investment project for business cooperation shall implement the procedures for project investment in accordance with the corresponding provisions of Articles 52, 53 and 54 of this Decree if the business cooperation changes any content of the decision on investment policy approval in one of the cases in clause 3 Article 33 of the Law on Investment, and shall adjust the investment registration certificate as prescribed in Article 56 of this Decree. If such investment project has not been issued with the investment registration certificate, the investor shall implement the procedures for issuance of the investment registration certificate as prescribed in this Decree.

Article 63. Adjustment of investment projects under judgments or rulings of courts or arbitral awards

1. Where an investment project has to be adjusted under a judgment or ruling of a court or arbitral award, the investor shall rely on such judgment or ruling or arbitral award to adjust and continue to implement the investment project.

2. The investor having the investment project that has to be adjusted as prescribed in clause 1 of this Article shall prepare an application dossier for project adjustment, including:

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

b) A copy of the document about the investor’s legal status;

c) A copy of the effective judgment or ruling of the court or effective arbitral award;

d) A copy of the investment registration certificate; the decision on investment policy approval; the decision on investor approval (if any).

3. For an investment project granted the investment policy approval or investor approval, the procedures for project adjustment are as follows:

a) The investor having the investment project that has to be adjusted according to the effective judgment or ruling of the court or effective arbitral award shall submit 01 set of an application dossier specified in clause 2 of this Article to the Ministry of Finance or to the investment registration authority corresponding to the power to approve the investment policy of the project;

b) Within 07 working days after the date of receiving the dossier, the Ministry of Finance or investment registration authority shall, according to the effective judgment or ruling of the court or effective arbitral award, make a submission to the investment policy approving authority to adjust the decision on investment policy approval. Within 05 working days after the date of receiving the request from the Ministry of Finance or the investment registration authority, the investment policy approving authority shall adjust the decision on investment policy approval.

Pursuant to the decision on investment policy adjustment approval, the investor approving authority shall adjust the decision on investor approval (if any) and the investment registration authority shall adjust the investment registration certificate (if any). The decision on investment policy adjustment approval, decision on investor change approval or adjusted investment registration certificate shall be sent to court issuing the judgment or ruling or the arbitrator issuing the award, the judgment enforcement authority and the investor.

4. For an investment project granted the investment registration certificate and not subject to investment policy approval or a project granted the investment policy approval but not falling into one of the cases specified in clause 3 Article 33 of the Law on Investment, the procedures for project adjustment are as follows:

a) The investor having the investment project that has to be adjusted according to the effective judgment or ruling of the court or effective arbitral award shall submit 01 set of an application dossier specified in clause 2 of this Article to the investment registration authority;

b) Within 05 working days after the date of receiving the dossier, the investment registration authority shall, according to the effective judgment or ruling of the court or effective arbitral award, implement the procedures for adjusting the investment registration certificate. The adjusted investment registration certificate shall be sent to court issuing the judgment or ruling or the arbitrator issuing the award, the judgment enforcement authority and the investor.

5. Where the investor fails to implement the procedures for project adjustment according to the effective judgment or ruling of the court or effective arbitral award, the civil enforcement authority, organizations and individuals that have the rights and obligations related to the project are entitled to request the state agency competent to approve the investment policy or the investment registration authority to implement the procedures for project adjustment in accordance with the corresponding provisions of clauses 3 and 4 of this Article.

Article 64. Adjustment and extension of operating duration of investment projects

1. Every investor is entitled to adjust the operating duration of the investment project according to clause 4 Article 31 and point d clause 3 Article 33 of the Law on Investment and implement the procedures for adjusting the operating duration of the investment project in accordance with the corresponding provisions of 52, 53, 54, 55 and 56 of this Decree.

2. Procedures for extending the operating duration of an investment project according to point b clause 8 and clause 9 Article 28 of this Decree are as follows:

a) For a project granted the investment policy approval, the investor shall submit 01 set of an application dossier together with electronic copies of documents in the dossier to the Ministry of Finance or to the investment registration authority corresponding to the power to approve the investment policy of the project.

The dossier shall comprise a written request for extension of the investment project’s operating duration; a report on current implementation of the project by the time of dossier submission; information on documents proving LURs so as for the competent state agency to retrieve them from the database or the certificate of land use rights or document of equivalent validity; document(s) proving the investor’s financial capacity including at least one of the following documents: the investor’s financial statements for the last 02 years, the parent company’s commitment to provide financial support; financial institution’s commitment to provide financial support; guarantee of the investor’s financial capacity or other document proving the investor’s financial capacity; document determining technology of the investment project with regard to the project specified in clause 15 Article 28 of this Decree issued by the competent state agency as prescribed in clause 16 Article 28 of this Decree;

b) Within 02 working days from the receipt of a valid dossier specified in point a of this clause, the Ministry of Finance or the investment registration authority shall send the dossier to the land administration authority and relevant authorities to seek their opinions about the satisfaction of the conditions set out in clause 5 Article 31 of the Law on Investment and clauses 9 and 15 Article 28 of this Decree;

c) Within 07 working days from the receipt of a dossier, the requested authorities shall express their opinions about the satisfaction of the conditions set out 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 from the receipt of a valid dossier, the Ministry of Finance or the investment registration authority shall consider the conditions for extension of the investment project’s operating duration prescribed in clause 5 Article 31 of the Law on Investment and clauses 9 and 15 Article 28 of this Decree in order to prepare an appraisal report for submission to the investment policy approving authority;

dd) Within 03 working days from the receipt of the appraisal report from the Ministry of Finance or the investment registration authority, the investment policy approving authority shall decide to extend the investment project’s operating duration;

e) Where an investment project has been granted the investor approval and is not subject to investment policy approval, the investor shall submit 01 set of an application dossier prescribed in point a of this clause together with electronic copies of documents in the dossier to the investment registration authority. The investment registration authority shall implement the procedures for extending the operating operation of the investment project in accordance with corresponding provisions of points b, c, d and dd of this clause;

g) Where an investment project has been granted the investment registration certificate and is not subject to investment policy approval, the investor shall submit 01 set of an application dossier prescribed in point a of this clause together with electronic copies of documents in the dossier to the investment registration authority. The investment registration authority shall implement the procedures for extending the operating operation of the investment project in accordance with corresponding provisions of points b, c, d and dd of this clause.

3. For an investment project using land, within 12 months before the expiration of its operating duration, the investor shall implement the procedures for extending the operating duration of the investment project as prescribed in clause 2 of this Article.

Section 6. PROCEDURES FOR SUSPENSION OR TERMINATION OF INVESTMENT PROJECTS

Article 65. Conditions and procedures for suspension of investment projects

1. An investment project may be suspended in the cases specified in clauses 1, 2 and 3 Article 35 of the Law on Investment.

2. The total period of a suspension of an investment project shall not exceed 12 months. If the investment project is suspended according to an effective judgment or ruling of the court or effective arbitral award or decision issued by the state management agency for investment, the suspension period shall be determined according to the judgment or ruling of the court or arbitral award or decision issued by the state management agency for investment. If these documents do not specify the suspension period, the total suspension period shall not exceed the period prescribed in this clause.

3. Procedures for suspension of an investment project are as follows:

a) If the investor decides to suspend the investment project themself as prescribed in clause 1 Article 35 of the Law on Investment, such investor shall send a notice to the investment registration authority within 05 working days from the date of making the decision. Within 03 working days after receiving the notice, the investment registration authority shall receive the notice and notify the suspension of the investment project to relevant authorities;

b) If the state management agency for investment decides to suspend the investment project, such agency shall, according to the competent state agencies’ opinions about the cases specified in clause 2 Article 35 of the Law on Investment to decide to suspend part or the whole of the investment project and notify relevant authorities and investor. The state agency for management or competent authorities in the fields specified in points a, b, c and dd clause 2 Article 35 of the Law on Investment shall make a record prior to deciding to suspend or suspend part of the investment project. Where the investment project is suspended according to the judgment or ruling of the court or arbitral award, the state management agency for investment shall, according to the effective judgment or ruling of the court or effective arbitral award, decide to suspend part or whole of the investment project;

c) Regarding an investment project that is detrimental or potentially detrimental to the national defense and security, the provincial People’s Committee shall send a written notice to the Ministry of Finance. The notice shall contain the following contents: the investor implementing the project; objectives, location and contents of the project, process of implementing the project; assessment of impacts or potential impacts of the project on national defense and security; recommendation on suspension of the investment project in part or in whole. At the request of the provincial People’s Committee, the Ministry of Finance shall seek opinions of the Ministry of National Defense and Ministry of Public Security (about national defense and security contents), the Ministry of Agriculture and Environment (about environment contents) to make a submission to the Prime Minister for decision to suspend part or the whole of the investment project.

Article 66. Conditions and procedures for termination of investment projects

1. An investment project may be terminated in the cases specified in clauses 1 and 2 Article 36 of the Law on Investment.

2. Procedures for termination of an investment project are as follows:

a) If the investor decides to terminate the investment project themself as prescribed in point a clause 1 Article 36 of the Law on Investment, such investor shall send a notification and a decision on termination of the investment project, decision on investment policy approval (if any) or investment registration certificate (if any) to the investment registration authority within 15 working days from the date of making the decision. Within 03 working days after receiving the document specified in this clause, the investment registration authority shall notify termination of the investment project to relevant authorities;

b) If the investment project is terminated according to the conditions set out in the contract or charter of the enterprise or upon the expiration of the project’s operating duration as specified in points b and c clause 1 Article 36 of the Law on Investment, the investor shall notify thereof to the investment registration authority and return the investment registration certificate (if any) to the investment registration authority within 15 working days from the date of termination together with a copy of the document recording the termination. Within 03 working days after receiving the document specified in this clause, the investment registration authority shall notify termination of the investment project to relevant authorities;

c) If the investment project is terminated according to clause 2 Article 36 of the Law on Investment, the investment registration authority shall decide the termination of the investment project and concurrently revoke the decision on investment policy approval (if any) or investment registration certificate regarding the investment project granted the investment registration certificate;

d) The decision on investment policy approval (if any) or investment registration certificate (if any) shall cease to have effect from the effective date of the decision on termination of the investment project.

3. For an investment project operating under an investment certificate (also the business registration certificate) or investment license, the investment registration authority shall issue a decision on investment project termination without revoking the investment certificate (also the business registration certificate) or investment license. In this case, the business registration contents in the investment certificate (also the business registration certificate) or investment license are still effective.

Where an enterprise has its business registration certificate revoked in accordance with regulations the law on enterprises, the business registration authority shall implement the procedures for revoking the business registration contents in the investment certificate (also the business registration certificate); contents of the investment project remain effective.

4. If the investor fails to implement the termination procedures specified in point b clause 2 of this Article, the investment registration authority shall implement the termination procedures specified in point c clause 2 of this Article.

5. If the investment project is terminated as prescribed in points a, c and e clause 2 Article 36 of the Law on Investment, the investment registration authority shall make a record prior to making a decision on termination. If the investment project is terminated as prescribed in point dd clause 2 Article 36 of the Law on Investment, the investment registration authority shall decide to terminate the project after the land expropriation decision is issued.

6. Where the investor or investment registration authority decides to terminate part of the investment project as prescribed in clauses 1 and 2 Article 36 of the Law on Investment, the investor is entitled to continue to implement part of the project that is not terminated and concurrently implement the procedures for investment project adjustment in accordance with the corresponding provisions of Articles 52, 53, 54, 55 and 56 of this Decree.

7. If the investment project is terminated together with the shutdown of the economic organization, the investment project shall be terminated as prescribed in this Article and the investor shall implement the procedures for shutdown of the economic organization in accordance with the law applicable to each type of the economic organization.

8. After the investment project is terminated, the liquidation thereof shall be carried out as follows:

a) The investor shall liquidate the project themself in accordance with the law on asset liquidation;

b) For the investment project which the State allocates or leases out land or grants permission for land repurposing, the handling of LURs and property attached to land shall comply with the law on land and relevant laws;

c) During the project liquidation, if the investor being an economic organization is dissolved or on the verge of bankruptcy, the project liquidation shall comply with the law on dissolution and bankruptcy.

Article 67. Termination of investment projects in case investment registration authorities cannot contact investors

1. Where a project is terminated and the investment registration authority cannot contact the investor or the investor’s legal representative, the investment registration authority shall follow the procedures below:

a) Make a record of suspension of the investment project and failure to contact the investor;

b) Send a document requesting the investor to contact the investment registration authority to settle the investment to the address registered by the investor with the investment registration authority. If the investor fails to contact the investment registration authority within 30 days from the day on which the document is sent, the investment registration authority shall follow the procedures mentioned in point c of this clause;

c) Send a written request for assistance in contacting the investor to the People’s Committee of the commune where the investor resides (in the case of a domestic individual investor) or to the diplomatic mission in Vietnam of the country of which the investor is a national (in the case of a foreign investor), and concurrently post a notice requesting the investor to contact the investment registration authority within 90 days on the National Investment Portal to settle the project termination.

2. After all measures specified in clause 1 of this Article are taken and the investor or the investor’s legal representative cannot be contacted after 12 months from the date of termination of the project, the investment registration authority shall issue a decision on project termination.

3. After the investment registration authority issues such decision, assets of the project shall be managed in accordance with the civil law on management of property of persons who are absent from their place of residence.

4. Within the bounds of their functions and authority, competent state agencies shall perform the following tasks:

a) The investment registration authority shall appoint a person to supervise the management of assets of the investment project terminated as prescribed in this Article at the request of a competent state agency or a person with related rights and interests, unless otherwise prescribed by law;

b) The tax authority and customs authority shall take the measures prescribed by the law on tax administration and relevant laws to collect tax debts and other financial obligations (if any) of the investor to the State;

c) The state management agency for land shall expropriate land and handle property attached to land if the project is subject to land expropriation in accordance with the law on land;

d) The state management agency for labor shall assist workers who lose their jobs and provide relevant benefits in accordance with regulations of law on labor;

dd) Other competent state agencies shall perform state management of the investment project within the bounds of their functions and powers as prescribed by law.

5. Every request or dispute between the investor and individuals/organizations regarding rights and obligations relevant to the investment project as specified in this Article shall be settled by a court or arbitrator as agreed upon by the parties and in accordance with Vietnam’s law.

Article 68. Termination of investment projects in case investors carry out investment activities on the basis of sham civil transactions in accordance with the civil law

1. The investment registration authority shall decide to terminate the whole or part of an investment project if the investor conducts investment activities on the basis of a sham civil transaction determined as per the civil law or on the basis of an effective judgment or decision of the court or arbitral award.

2. The investment registration authority, organizations and individuals concerned are entitled to request a competent Court to declare the sham civil transaction null and void during the implementation of the investor’s investment project to form a basis for terminating the whole or part of the investment project.

3. Sequence and procedures for termination of an investment project are specified in Article 66 of this Decree.

Article 69. Termination of investment projects under judgments or rulings of courts or arbitral awards

According to the effective judgment or ruling of the court or arbitral award on the termination of part or whole of the investment project, the investment registration authority shall implement the procedures for investment project termination specified in Article 66 of this Decree.

Section 7. SOME PROVISIONS ON INVESTMENT ACTIVITIES IN INDUSTRIAL PARKS, EXPORT-PROCESSING ZONES, HI-TECH ZONES, CONCENTRATED DIGITAL TECHNOLOGY ZONES AND ECONOMIC ZONES

Article 70. Investment in construction and commercial operation of infrastructure of industrial parks, export-processing zones, hi-tech zones, concentrated digital technology zones and economic zones

1. The investment in construction and commercial operation of infrastructure of industrial parks, export-processing zones and concentrated digital technology zones must be conformable to the industrial park, export-processing zone and concentrated digital technology zone planning scheme approved by a competent authority.

2. For a disadvantaged area, the provincial People’s Committee shall, according to specific local conditions, make a submission to the Prime Minister to decide to set up, or to assign a revenue-generating public service provider to act as an investor in, a project on construction and commercial operation of infrastructure of an industrial park, export-processing zone or concentrated digital technology zone.

3. An investor implementing a project on investment in construction and commercial operation of infrastructure of an industrial park, export-processing zone, hi-tech zone, concentrated digital technology zone or functional sub-zone in an economic zone is entitled to carry out the following activities:

a) Build factories, offices and warehouses for sale or for lease;

b) Fix the prices for leasing out or subleasing out land on which technical infrastructure has been constructed; rental and selling prices of factories, offices and warehouses, and other services charges as prescribed by law and register price brackets and fees for use of infrastructure with the industrial park, export-processing zone, hi-tech zone, concentrated digital technology zone or economic zone management board. Price brackets and fees for use of infrastructure shall be registered every 06 months or when there is any adjustment to the registered price brackets and fees for use of infrastructure;

c) Collect fees for use of infrastructure;

d) Transfer LURs, lease out or sublease out land on which technical infrastructure has been constructed in the industrial park, export-processing zone, hi-tech zone, concentrated digital technology zone or functional sub-zone in the economic zone to other investors in accordance with the law on land and the law on real estate business;

dd) Carry out other activities specified in the Law on Investment, this Decree, Government’s regulations on industrial parks, export-processing zones, hi-tech zones, concentrated digital technology zones, economic zones, and relevant laws.

Article 71. Implementing investment projects in industrial parks, export-processing zones, hi-tech zones, concentrated digital technology zones and economic zones

For an investment project implemented in an industrial park, export-processing zone, hi-tech zone, concentrated digital technology zone or economic zone, the investor is entitled to carry out the following activities:

1. Lease or purchase a factory, office or warehouse which has been constructed to serve their production and business activities.

2. Pay for the use of technical infrastructure works and service facilities, including systems of roads, electricity supply, water supply and drainage, communications, wastewater treatment, waste treatment and other service facilities and public utilities (hereinafter referred to as “infrastructure use fees”).

3. Transfer and receive LURs, lease out or sublease out land on which technical infrastructure has been constructed to construct factories, offices and other works serving their production and business in accordance with the law on land and the law on real estate business.

4. Lease out or sublease out their factories, offices, warehouses and other works which have been constructed serve their production and business in accordance with the law on land and the law on real estate business.

5. Carry out other activities as specified in the Law on Investment, this Decree, Government’s regulations on industrial parks, export-processing zones, hi-tech zones, concentrated digital technology zones, economic zones, and relevant laws.

Chapter V

ESTABLISHMENT OF ECONOMIC ORGANIZATIONS AND CONDUCT OF INVESTMENT ACTIVITIES BY FOREIGN INVESTORS

Article 72. Establishment of economic organizations by foreign investors

1. Where a foreign investor establishes an economic organization prior to implementing the procedures for issuance or adjustment of an investment registration certificate, such foreign investor shall establish the economic organization in accordance with the law on enterprises or other laws applicable to each type of economic organization.

After its establishment, the economic organization implementing the investment project shall carry out investment procedures in accordance with the law on investment and relevant international commitments.

2. Where a foreign investor implement the procedures for issuance or adjustment of an investment registration certificate prior to establishing an economic organization, the economic organization established by such foreign investor shall be the investor implementing the investment project in accordance with the investment registration certificate from the date of issuance of the Enterprise Registration Certificate or another document of equivalent validity.

3. The application dossier, sequence and procedures for establishment of an economic organization shall comply with the law on enterprises or other laws applicable to each type of economic organization. Where a foreign investor establishes an economic organization prior to implementing the procedures for issuance or adjustment of an investment registration certificate as prescribed in clause 1 of this Article, the application for enterprise registration shall include a commitment to satisfy market access conditions applicable to foreign investors in accordance with law.

4. Within 12 months from the date of establishment of the economic organization as specified in clause 1 of this Article, such economic organization must complete the procedures to obtain an investment registration certificate for the implementation of an investment project consistent with its business lines and may only adjust its enterprise registration contents to add other business lines after being granted the investment registration certificate. This economic organization may only implement the investment project after completing the procedures for issuance or adjustment of the investment registration certificate.

5. The charter capital of the economic organization established by the foreign investor for implementation of an investment project does not necessarily equal the investment capital of the investment project. The economic organization established by the foreign investor shall contribute capital and mobilize other capital sources to implement the investment project according to the schedule specified in the investment registration certificate.

Article 73. Implementation of investment projects and business investment activities by foreign-invested economic organizations

1. After completing the procedures for issuance of the investment registration certificate, a foreign-invested economic organization is entitled to adjust its enterprise registration contents at the business registration authority without necessarily having a new investment project. The addition of a business line by the foreign-invested economic organization must comply with market access conditions applicable to foreign investors (if any).

2. After completing the procedures for issuance of the investment registration certificate, the foreign-invested economic organization may establish a branch, representative office or business location outside its head office without necessarily having a new investment project. The application dossier, sequence and procedures for establishment of a branch, representative office or business location of the economic organization shall comply with the law on enterprises or other laws applicable to each type of economic organization.

3. When making securities investment or trading on the securities market, foreign investors and foreign-invested economic organizations must comply with the law on securities regarding investment procedures and holding of charter capital, unless an investment treaty provides for other provisions on holding of charter capital.

Article 74. Forms of capital contribution or purchase of shares and stakes

1. A investor may contribute capital to an economic organization in the following forms:

a) Purchase of shares of joint-stock companies through the initial public or additional issuance;

b) Contribution of capital to limited liability companies and partnerships;

c) Contribution of capital to other economic organizations not covered by point a and point b of this clause.

2. A investor may purchase shares or stakes of an economic organization in the following forms:

a) Purchase of shares in a joint-stock company from such company or its shareholders;

b) Purchase of stakes of members of a limited liability company to become a member of such limited liability company;

c) Purchase of stakes of a capital contributing member of a partnership to become a capital contributing member of such partnership;

d) Purchase of stakes of members of other economic organizations not covered by 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 or stakes

1. Any domestic investor that makes investment in the form of capital contribution or purchase of shares or stakes in an economic organization established in Vietnam shall comply with the conditions and procedures specified in the Law on Enterprises and other laws applicable to each type of economic organization.

2. The contribution of capital, purchase of shares or stakes on the securities market shall comply with the law on securities.

3. An enterprise in which the State holds 100% charter capital, the representative of the state capital portion invested in the enterprise shall comply with the conditions and procedures prescribed by the law on management and use of state capital invested in production and business in enterprises; law on management and use of public property and other relevant laws upon conducting investment activities in the form of capital contribution or purchase of shares or stakes in an economic organization or upon transferring the stakes or shares to other organizations and individuals.

4. A foreign investor contributing capital to or purchasing shares or stakes in an economic organization established in Vietnam shall satisfy the conditions set out in clause 2 Article 21 of the Law on Investment, including:

a) Market access conditions applicable to foreign investors upon capital contribution or purchase of shares and stakes in the economic organization established in Vietnam as prescribed in clause 3 Article 8 of the Law on Investment and Articles 15, 16 and 17 of this Decree;

b) The conditions concerning assurance of national defense and security and concerning land use applicable to an economic organization to/from which a foreign investor contributes capital or purchases shares or stakes in case such economic organization has the certificate of rights to use land on an island, in a commune, ward or  and special zone in an border area; coastal commune or ward; other areas that affect national defense and security, except for the economic organization implementing the investment project in an industrial park, export-processing zone, hi-tech zone or economic zone established under the Government’s regulations.

5. Any foreign organization or individual that receives shares or stakes in an economic organization established in Vietnam via an exchange or donation contract or another ownership transfer contract as prescribed by law or via inheritance shall satisfy the conditions set out in clause 4 of this Article and follow the procedures in accordance with regulations applicable to foreign investors making investment in the form of capital contribution or purchase of shares or stakes.

Article 76. Procedures for conducting investment activities in the form of capital contribution, purchase of shares or stakes by foreign investors

1. An economic organization in which a foreign investor invests in the form of capital contribution or purchase of shares or stakes must satisfy the conditions and implement the procedures for changing members or shareholders in accordance with the law applicable to each type of economic organization.

2. Except for the case specified in clause 3 Article 21 of the Law on Investment, an economic organization in which a foreign investor invests in the form of capital contribution or purchase of shares or stakes must follow the procedures for registration of change of members or shareholders with the business registration authority in accordance with the law on enterprises and other laws applicable to each type of economic organization. Where there is a need to register the capital contribution or purchase of shares or stakes in an economic organization, the investor shall comply with the provisions set out under clause 3 of this Article.

3. An economic organization in which a foreign investor invests in the form of capital contribution or purchase of shares or stakes in the cases specified in clause 3 Article 21 of the Law on Investment must submit 01 set of a dossier for registration of the capital contribution or purchase of shares or stakes to the investment registration authority in the locality where the economic organization’s head office is located. The dossier shall include:

a) A registration form for capital contribution or purchase of shares or stakes, which contains: enterprise registration information of the economic organization to/from which the foreign investor intends to contribute capital or purchase shares or stakes; business lines; list of owners, members and founding shareholders, list of owners, members and shareholders that are foreign investors (if any); holding of charter capital by foreign investors before and after the capital contribution or purchase of shares/stakes in the economic organization; projected transaction value of the contract for capital contribution or purchase of shares or stakes; information about the economic organization’s investment project (if any);

b) Documents about legal status of the individual or organization that contributes capital or purchases shares/stakes and of the economic organization to/from which the foreign investor contributes capital or purchases shares or stakes;

c) An in-principal agreement on capital contribution or purchase of shares or stakes between the foreign investor and the economic organization to/from which the foreign investor contributes capital or purchases shares or stakes or between the foreign investor and the shareholders or members of economic organization;

d) Information on documents proving LURs so as for the competent state agency to retrieve them from the database or a copy of the certificate of land use rights of the economic to/from which the foreign investor contributes capital or purchases shares or stakes (in the case stipulated in point b clause 4 Article 75 of this Decree).

4. In the cases specified in points a and b clause 3 Article 21 of the Law on Investment, within 10 working days from the receipt of the valid dossier specified in clause 2 of this Article, the investment registration authority shall consider the satisfaction of the conditions for capital contribution or purchase of shares or stakes set out in clause 2 Article 21 of the Law on Investment and clause 4 Article 75 of this Decree, and notify the investor thereof, except the case in clause 5 of this Article. The notification shall be sent to the foreign investor and the economic organization to/from which the foreign investor contributes capital or purchases shares or stakes.

5. If the economic organization to/from which the foreign investor contributes capital or purchases shares or stakes has the certificate of rights to use land in an area that affects national defense and security, the investment registration authority shall follow the procedures below:

a) Within 02 working days from the receipt of a valid dossier specified in clause 2 of this Article, the investment registration authority shall seek opinions of the provincial Military Command and provincial public security department about the satisfaction of the conditions set forth in point b clause 4 Article 75 of this Decree;

b) Within 05 working days from the receipt of the written request from the investment registration authority, the provincial Military Command and provincial public security department shall give their opinions about the satisfaction of the conditions for national defense and security assurance by the economic organization to/from which the foreign investor contributes capital or purchases shares or stakes; in case of failure to give any opinion within the said time limit, it is considered that they have concurred that the economic organization to/from which the foreign investor contributes capital or purchases shares or stakes satisfy the conditions for national defense and security assurance;

c) Within 10 working days from the receipt of a valid dossier, the investment registration authority shall consider the satisfaction of conditions for capital contribution or purchase of shares or stakes as specified in clause 2 Article 21 of the Law on Investment, clause 4 Article 75 of this Decree and rely on the opinions from the Ministry of Defense and the Ministry of Public Security to notify the investor. The notification shall be sent to the foreign investor and the economic organization to/from which the foreign investor contributes capital or purchases shares or stakes.

6. After the foreign investor is granted the approval for capital contribution or purchase of shares or stakes as prescribed in clauses 4 and 5 of this Article, the economic organization to/from which the foreign investor contributes capital or purchases shares or stakes shall follow procedures for change of members or shareholders at the business registration authority in accordance with the law on enterprises and other laws applicable to each type of economic organization. Rights and obligations of any foreign investor in their capacity as a member or shareholder of the economic organization shall be established after completion of the procedures for changing members and/or shareholders.

Article 77. Investment in the form of business co-operation contract (BCC)

1. A BCC signed between domestic investors shall be executed in accordance with the civil law and relevant laws.

2. A BCC signed between a domestic investor and a foreign investor or between foreign investors requires the procedures for issuing an investment registration certificate as prescribed in Articles 38 and 39 of this Decree.

3. The parties to a BCC shall establish a coordinating board to perform the BCC. Functions, tasks and powers of the coordinating board shall be as agreed upon by the parties.

4. A BCC shall primarily comprise:

a) Names, addresses and competent representatives of parties to the contract; transaction address or address of the location at which the investment project is to be implemented;

b) Objectives and scope of business investment activities;

c) Contributions by the parties to the contract, and distribution of business investment results between the parties;

d) Schedule and duration of the contract;

dd) Rights and obligations of parties to the contract;

e) Adjustment, transfer and termination of the contract;

g) Responsibilities for breaches of the contract; method of dispute settlement.

5. During the execution of a BCC, the contracting parties reserve the right agree to use assets generated from the business cooperation to establish an enterprise in accordance with the law on enterprises.

6. The parties to a BCC are entitled to agree upon other contents which are not contrary to law.

Article 78. Establishment of operating offices of foreign investors to BCCs

1. A foreign investor to a BCC shall submit a dossier for registration of establishment of an operating office at the investment registration authority in the locality where the operating office is expected to be placed.

2. A dossier for registration of establishment of an operating office shall include:

a) A registration form which specifies the name and address of the representative office in Vietnam (if any) of the foreign investor to the BCC; name and address of the operating office; contents, duration, and operating scope of the operating office; full name, residence, 9-digit identity card or citizen identity card number or passport number of the head of the operating office;

b) The decision of the foreign investor to the BCC on the establishment of an operating office;

c) A copy of the decision to appoint the head of the operating office;

d) A copy of the BCC.

3. Within 10 working days from the receipt of the application prescribed in clause 2 of this Article, the investment registration authority shall issue the certificate of registration of operating office to the foreign investor to the BCC.

Article 79. Procedures for adjusting certificates of registration of operating office of foreign investors to BCCs

1. A foreign investor to BCC shall implement the procedures for adjusting the certificate of registration of an operating office in case there is any change to the certificate of registration of operating office.

2. The application dossier shall include:

a) A written request for adjustment of the certificate of registration of operating office;

b) A document proving change(s) to the certificate of registration of operating office.

3. Within 07 working days after the date of receiving a dossier, the investment registration authority shall adjust the certificate of registration of operating office for the investor.

Article 80. Shutdown of operating offices of foreign investors to BCCs

1. Within 07 working days from the day on which the decision to shut down the operating office is issued, the foreign investor shall send a dossier notifying the investment registration authority in the locality where the operating office is located.

2. The dossier notifying the shutdown of an operating office shall include:

a) A decision to shut down the operating office in the case of shutdown of the operating office ahead of schedule;

b) A list of creditors and amount of debts which have been paid;

c) A list of employees and their rights and interests which have been handled;

d) A tax authority’s certification of fulfillment of tax liability;

dd) A social security authority’s certification of fulfillment of social insurance obligations;

e) The certificate of registration of operating office;

g) A copy of the investment registration certificate;

h) A copy of the BCC.

3. Within 10 working days from the receipt of the application prescribed in clause 2 of this Article, the investment registration authority shall issue the decision to shut revoke the certificate of registration of operating office.

Chapter VI

INVESTMENT PROMOTION

Article 81. Contents of investment promotion activities

1. Researching into investment potential, markets, trends and partners.

2. Building images, disseminating information about, promoting and introducing the investment environment, policies, potentials, opportunities and matching.

3. Supporting, providing instructions for and facilitating investment activities.

4. Building information systems and databases to serve investment promotion activities.

5. Compiling lists of projects attracting investment.

6. Designing publications and documents to serve investment promotion activities.

7. Providing training and refresher training in and enhancing capacity for investment promotion.

8. Domestic and international cooperation in investment promotion.

Article 82. Methods of investment promotion

1. Investment promotion activities shall be carried out adopting the following methods:

a) Collecting information, consolidating, studying and formulating schemes, reports and documents; building information systems and databases to serve investment promotion activities; building investment promotion portals and websites;

b) Organizing survey and research delegations at home and abroad; investment promotion delegations specific to theme or partner;

c) Organizing investment promotion forums, conferences, workshops and seminars at home and abroad;

d) Holding dialogues between agencies, organizations, enterprises and investors;

dd) Connecting investors with state agencies, with investors, with organizations and individuals;

e) Disseminating information about the investment environment, policies and laws through mass media at home and abroad;

g) Providing information and instructing investors to follow investment procedures and administrative procedures related to investment;

h) Consolidating proposals and recommendations of investors and assisting in resolving difficulties that arise from investment and business activities.

2. Investment promotion activities may be carried out adopting one or more investment promotion methods depending on the contents and requirements of each activity.

Article 83. Coordinating investment promotion activities

1. Methods of coordinating investment promotion activities:

a) Arranging investment promotion activities, ensuring the efficiency and suitability for domestic, international, territorial and local contexts and specific conditions at stated times;

b) Balancing contents, time, duration, schedule and composition of promotion delegations and funding for investment promotion activities in a practical manner.

2. The Ministry of Finance shall act as a conduit to assist the Government in coordinating investment promotion activities. The Ministry of Finance shall:

a) Instruct other Ministries, ministerial agencies and provincial People’s Committees in designing annual promotion programs in conformity with investment promotion plans and National Investment Promotion Program;

b) Coordinate the formulation and execution of the National Investment Promotion Program;

c) Provide guidance on and coordinate investment promotion programs of other Ministries, ministerial agencies and provincial People’s Committees.

3. Other Ministries, ministerial agencies and provincial People’s Committees shall:

a) Coordinate the execution of their investment promotion programs;

b) Make recommendations to the Ministry of Finance to adjust the National Investment Promotion Program;

c) Regularly review the conduct of investment promotion activities according to the approved programs and update information thereon on the National Investment Promotion Information System.

Article 84. Investment promotion agencies

1. The Ministry of Finance shall act as an agency assisting the Government in state management of investment promotion activities nationwide. The Ministry of Finance has investment promotion representatives at Vietnam’s overseas representative missions.

2. Ministries and central agencies shall assign conduits to carry out investment promotion activities by sectors and industries which are part of their functions and power.

3. Every Department of Finance shall act as a conduit to assist the provincial People’s Committee in state management of investment promotion.

4. Depending on specific demands and conditions, every provincial People’s Committee shall establish an agency or section in charge of investment promotion within its organizational structure and arrange facilities, working conditions and payrolls, and cover operating costs. In the case of establishing an investment promotion agency under the provincial People’s Committee, consent must be obtained from the Ministry of Home Affairs and Ministry of Finance before making a submission to the Prime Minister for consideration and decision in accordance with law.

Article 85. National Investment Promotion Program

1. The National Investment Promotion Program is a collection of investment promotion activities at the national level but of inter-regional and inter-agency nature which are carried out by Ministries and provincial People’s Committees by using the state budget.

2. Formulation of the National Investment Promotion Program:

a) The National Investment Promotion Program shall be formulated on an annual basis. The Ministry of Finance shall act as a conduit to formulate the National Investment Promotion Program by consolidating proposals of presiding authorities;

b) Before May 20, presiding authorities shall send their proposals for execution of the National Investment Promotion Program for the next year to the Ministry of Finance in written form and on the National Investment Promotion Information System. Any proposals sent after this deadline shall be incorporated into the National Investment Promotion Program for the next year;

c) Before June 20, the Ministry of Finance shall notify presiding authorities of requests for adjustment or supplementation (if any) in written form and on the National Investment Promotion Information System;

d) Before June 30, the presiding authority shall comply with the requests for adjustment or supplementation (if any) and send them to the Ministry of Finance in written form and on the National Investment Promotion Information System;

dd) Before August 30 from the date on which the Ministry of Finance notifies the budget expenditure estimates, the Ministry of Finance shall approve the National Investment Promotion Program for the next year and send it to the presiding authorities in written form and on the National Investment Promotion Information System;

e) According to the approved National Investment Promotion Program, the state management agency for investment promotion authority affiliated to the Ministry of Finance shall sign contracts with the presiding authorities to assign the task of conducting investment promotion activities; advance, pay and settle the financial assistance under the signed contracts.

3. Adjustment to the National Investment Promotion Program:

a) If there is any request for adjustment of an activity of the approved National Investment Promotion Program, the presiding authorities shall send a request to the Ministry of Finance in written form and on the National Investment Promotion Information System, specifying the reasons and proposed plan for adjustment;

b) Within 15 days from the receipt of the written request, the Ministry of Finance shall consider and decide the adjustment of the activity of the approved National Investment Promotion Program; notify relevant authorities in written form and on the National Investment Promotion Information System.

4. The Ministry of Finance shall provide for forms for use in formulation and adjustment of the National Investment Promotion Program.

Article 86. Investment promotion programs of Ministries, ministerial agencies and provincial People’s Committees

1. Guidance on formulation of investment promotion programs:

a) The Ministry of Finance shall formulate an investment promotion program in each period of socio-economic development in order to orientating the investment promotion nationwide;

b) According to specific requirements and conditions, the Ministry of Finance shall instruct other Ministries, ministerial agencies and provincial People’s Committees to formulate their annual investment promotion programs.

2. Formulation of investment promotion programs:

a) Before May 30, Ministries, ministerial agencies and provincial People’s Committees shall submit their intended investment promotion programs for the next year to the Ministry of Finance in written form and on the National Investment Promotion Information System. Any investment promotion programs sent after this deadline shall be incorporated into the National Investment Promotion Program for the next year;

b) Before July 30, the Ministry of Finance shall give its opinions about the investment promotion programs for the next year of Ministries, ministerial agencies and provincial People’s Committees in written form and on the National Investment Promotion Information System;

c) Before August 30, on the basis of the agreement with the Ministry of Finance, Ministries, ministerial agencies and provincial People’s Committees shall approve investment promotion programs for the next year and submit them to the Ministry of Finance in writing and on the National Investment Promotion Information System.

3. Based on the execution of the investment promotion programs and specific conditions, after reaching an agreement with the Ministry of Finance, Ministries, ministerial agencies and provincial People’s Committees shall decide to adjust the investment promotion programs; notify the Ministry of Finance in written form and on the National Investment Promotion Information System.

4. The Ministry of Finance shall provide for forms for use in formulation and adjustment of investment promotion programs of Ministries, ministerial agencies and provincial People’s Committees.

Article 87. Investment promotion during state high-level leaders activities

1. For state high-level leaders activities that involve investment promotion activities, presiding authorities shall cooperate with the Ministry of Finance, Ministry of Foreign Affairs and relevant agencies in formulating investment promotion plans.

2. The presiding authorities shall organize investment promotion activities according to plans agreed upon with the Ministry of Finance and Ministry of Foreign Affairs or agencies assigned to act as conduits to organize state high-level leaders activities.

3. Ministries, provincial People’s Committees, agencies, organizations and individuals participating in investment promotion activities within the framework of state high-level leaders activities have the responsibility to:

a) Comply with regulations, internal regulations, requests and guidance of presiding authorities, Ministry of Finance, Ministry of Foreign Affairs and Ministry of Public Security or agencies acting as conduits to organize state high-level leaders activities;

b) Appoint eligible representatives and take responsibility for appointment of representatives.

Article 88. Cooperation between investment promotion and trade, tourism or economic diplomacy promotion

1. Ministries, ministerial agencies and provincial People’s Committees shall preside over carrying out combined investment promotion and trade or tourism or economic diplomacy promotion activities and cooperate with the Ministry of Finance in contents of investment promotion in the course of formulating and organizing the implementation of programs.

2. Contents of cooperation:

a) Notifying the plan to organize combined investment promotion and trade or tourism or economic diplomacy promotion activities that involve investment promotion to the Ministry of Finance 15 days in advance in writing and through the National Investment Promotion Information System;

b) Where necessary, the Ministry of Finance shall express its written opinions on the contents related to investment promotion.

Article 89. Non-state funded investment promotion activities

1. Non-state funded investment promotion activities shall be carried out by agencies, organizations and individuals in Vietnam and overseas by using the funding sources specified in points b, c and d clause 1 Article 90 of this Decree.

2. Agencies, organizations, enterprises and individuals carrying out investment promotion activities overseas shall comply with the laws of foreign countries and Vietnam.

3. Any agency, organization, enterprise or individual carrying out investment promotion activities must send a notification at least 15 days before carrying out the investment promotion activities and notify the results to the Department of Finance at least 15 days after the completion. Such notification shall be made in writing and on the National Investment Promotion Information System.

Article 90. Funding for investment promotion activities

1. The funding for investment promotion activities shall be covered by:

a) State budget;

b) Contributions of participating organizations and enterprises;

c) Donations of domestic and foreign organizations and individuals;

d) Other legal funding sources prescribed by law.

2. Formulation and allocation of state budget estimates for investment promotion activities of Ministries and ministerial agencies:

a) Ministries and ministerial agencies shall consolidate estimates of funding for investment promotion activities after reaching an agreement with the Ministry of Finance together with their annual budget plans of Ministries, ministerial agencies and Governmental agencies to be sent to the Ministry of Finance;

b) Based on the balancing capacity of the state budget and with the agreement of the Ministry of Finance on the investment promotion activities, the Ministry of Finance shall consider approving and include budget in the annual state budget expenditure estimates of Ministries, ministerial agencies and Governmental agencies to carry out investment promotion activities;

c) Ministries and ministerial agencies shall, according to the estimates assigned by the Ministry of Finance, allocate detailed estimates to their affiliated units to carry out investment promotion activities.

3. For investment promotion activities of provincial People’s Committees, with the Ministry of Finance’s written agreement to carry out investment promotion activities, the provincial People’s Committees shall rely on the balancing capacity of local budgets to assign tasks and provide funding to their affiliated units to carry out investment promotion activities. The funding for investment promotion activities shall be included in the annual local government budget estimates.

4. For investment promotion activities carried out on a scheduled basis according to the working programs and directions of leaders of the State or the Government, presiding authorities shall propose investment promotion activities, estimates and funding and send them to the Ministry of Finance for consideration and decision in accordance with the Law on State Budget.

Chapter VII

STATE MANAGEMENT OF INVESTMENT

Section 1. DUTIES AND POWERS OF MINISTRIES, MINISTERIAL AGENCIES, PROVINCIAL PEOPLE’S COMMITTEES AND RELEVANT AGENCIES

Article 91. State management of investment activities in Vietnam

1. The Ministry of Finance shall assist the Government in performing uniform state management of investment in Vietnam; assume the duties and powers relevant to state management of investment activities as prescribed in clause 2 Article 44 of the Law on Investment and other duties and powers as prescribed in this Decree and as assigned by the Government and Prime Minister.

2. Ministries and ministerial agencies shall assume the duties and powers relevant to state management of investment as prescribed in clause 3 Article 44 of the Law on Investment and the following duties and powers:

a) The Ministry of Finance shall cooperate with related state management agencies in appraising and commenting on issues concerning finance of investment projects; Government guarantees for investment projects subject to investment policy approval by the National Assembly and Prime Minister, and other infrastructure development projects;

b) The Ministry of Agriculture and Environment shall preside over and cooperate with related state management agencies in providing guidance on and inspecting the implementation of regulations on natural resources and environmental protection relating to investment activities; appraise and comment on issues concerning land and environmental protection of investment projects;

c) The Ministry of Science and Technology shall preside over and cooperate with related state management agencies in formulating and submitting to competent authorities for promulgation, and providing guidance on and inspecting the implementation of, regulations on investment in science and technology; preside over appraising and commenting on issues concerning science and technology of investment projects subject to investment policy approval by the National Assembly and Prime Minister in accordance with the law on technology transfer and other relevant laws;

d) The Ministry of Construction shall preside over and cooperate with related state management agencies in formulating and submitting to competent authorities for promulgation, and providing guidance on and inspecting the implementation of, regulations on investment activities related to state management of construction; appraise and comment on issues concerning state management of construction of investment projects;

dd) The Ministry of National Defense and Ministry of Public Security shall, within the bounds of their functions and powers, formulate and promulgate, or submit to competent authorities for promulgation, the documents defining areas that affect national defense and security as prescribed in the Law on Investment, this Decree and law on national defense and security; appraise and comment on the satisfaction of requirements for national defense and security assurance as prescribed in this Decree;

e) The State Bank of Vietnam shall preside over and cooperate with related state management agencies in formulating and submitting to competent authorities for promulgation, and providing guidance on and inspecting the implementation of regulations, on credit and foreign exchange management related to investment activities; appraise and comment on issues concerning credit and foreign exchange management of investment projects subject to investment policy approval by the National Assembly and Prime Minister;

g) Other Ministries and ministerial agencies shall assume the duties and powers specified in clause 3 Article 44 of the Law on Investment and other duties and powers in accordance with this Decree and relevant laws.

3. Duties and powers of provincial People’s Committees:

a) Develop plans for attracting sources of investment capital; make and announce lists of projects calling for investment in their provinces;

b) Manage, supervise, provide guidance on and resolve difficulties that arise during the process of carrying out investment activities in their provinces within the bounds of their functions and powers;

c) Direct, provide guidance on, supervise and inspect the performance of tasks by investment registration authorities during issuance of the investment registration certificate and management of investment activities in their provinces;

d) Direct investment registration authorities, business registration authorities and state management agencies for land, environment and construction to implement inter-agency procedures in order to facilitate the conduct of investment activities by investors;

dd) Assume the duties and powers specified in clause 4 Article 44 of the Law on Investment and other duties and powers in accordance with this Decree and relevant laws.

Article 92. Duties and powers of investment promotion agencies

1. Duties and powers of the Ministry of Finance:

a) Preside over and cooperate with other Ministries, ministerial agencies and provincial People’s Committees in formulating investment promotion orientations, programs and plans; provide guidance on formulation of annual investment promotion programs of other Ministries, ministerial agencies and provincial People’s Committees; consolidate, formulate and execute the National Investment Promotion Program;

b) Preside over and provide guidance on specific limits on use of funding from state budget and regulations on financial management of investment promotion activities; preside over and cooperate with the other Ministries, ministerial agencies and provincial People’s Committees in formulating plans for and estimating funding for investment promotion within the National Investment Promotion Program, investment promotion programs of Ministries, ministerial agencies and provincial People’s Committees and resolving difficulties and problems related to the allocation and use of state funding for investment promotion activities; preside over and cooperate with the Ministry of Foreign Affairs in providing state funding for investment promotion activities of overseas investment promotion divisions; provide guidance on the estimation, allocation, use and finalization of funding for investment promotion activities, collect and use fees for registration on the National Investment Promotion Information System;

c) Provide guidance on implementation of the regime for provision of information on and reporting of investment promotion activities;

d) Carry out investment promotion activities of the investment promotion programs specified in point a of this clause;

dd) Supervise, review and assess the actual conduct of investment promotion activities, and supervise and check their effectiveness;

e) Cooperate with the Ministry of Foreign Affairs and Ministry of Home Affairs in proposing the Prime Minister to establish and appoint conduits to be in charge of overseas investment promotion; perform state management of investment promotion with regard to the conduit for overseas investment promotion;

g) Provide training and refresher training in investment promotion;

h) Periodically report to the Prime Minister the status of and orientations for investment promotion activities.

2. Duties and powers of the Ministry of Foreign Affairs:

a) Cooperate with the Ministry of Finance, other Ministries, ministerial agencies and provincial People’s Committees in implementing investment promotion programs and activities and combining such investment promotion activities into external relation;

b) Assist and participate in carrying out investment promotion activities overseas as approved in a notice of the Ministry of Finance; in the event that any new investment promotion activities arise, Vietnam’s overseas representative missions shall notify and reach an agreement with the Ministry of Finance prior to carrying out such activities;

c) Preside over and instruct Vietnam’s overseas representative missions to manage activities of conduits agencies in charge of overseas investment promotion;

d) Preside over and cooperate with the Ministry of Finance and Ministry of Home Affairs in proposing the Prime Minister to decide the establishment and payrolls of conduits in charge of overseas investment promotion;

dd) At the request of the Ministry of Finance, decide to appoint officials to diplomatic missions and assign officials to work at conduits in charge of overseas investment promotion;

e) Provide sufficient facilities, vehicles, working conditions and funding for conduits in charge of overseas investment promotion.

3. Duties and powers of other Ministries, ministerial agencies and provincial People’s Committees:

a) Preside over and cooperate with the Ministry of Finance, Ministries and ministerial agencies concerned in formulating investment promotion programs and plans; propose activities that should be included in the National Investment Promotion Program;

b) Carry out investment promotion activities under their authority;

c) Cooperate with other Ministries, ministerial agencies and provincial People’s Committees in investment promotion activities.

Section 2. REGIME FOR REPORTING OF INVESTMENT ACTIVITIES, INVESTMENT PROMOTION ACTIVITIES AND OPERATION OF NATIONAL INVESTMENT INFORMATION SYSTEM

Article 93. Contents of reports and periods of reporting by state management agencies for investment

1. An investment registration authority shall submit to a provincial People’s Committee:

a) Quarterly reports which are submitted before the 15th of the first month of the quarter succeeding the reporting quarter, containing the following details: evaluation of the receipt of application dossiers for, issuance, adjustment and revocation of investment registration certificates, and operation of investment projects;

b) Annual reports which are submitted before April 10 of the year succeeding the reporting year, containing the following details: evaluation of investment over the whole year, expected plan for attraction and disbursement of investment capital for the next year and a list of investment projects in which investors are currently interested.

2. Every quarter and every year, the People’s Committee of each province shall consolidate reports submitted by investment registration authorities under their management in order to report the details specified in clause 1 of this Article to the Ministry of Finance after 05 working days from the deadline for investment registration authorities to report.

3. State management agencies shall provide information to the Ministry of Finance according to the following provisions:

a) The Ministry of Finance shall quarterly provide information on issuance, adjustment and revocation of investment registration certificates or documents of equivalent validity of insurers and securities companies; consolidate annual financial statements of foreign-invested economic organizations nationwide to report norms related to export, import, financial condition and amounts payable to state budget of foreign-invested economic organizations. The reporting time is prior to the 12th of the first month of the quarter succeeding the reporting quarter in the case of quarterly reports and 31 May of the year succeeding the reporting year in the case of annual reports;

b) The Ministry of Industry and Trade shall submit quarterly reports on issuance, adjustment of investment registration certificates, termination and business outcomes of foreign investment projects in the field of petroleum exploration and extraction in Vietnam. The reporting time is prior to the 15th day of the first month of the quarter succeeding the reporting quarter;

c) The Ministry of Justice shall submit quarterly reports on issuance and adjustment of investment registration certificates, shutdown and business outcomes of branches and law firms. The reporting time is prior to the 15th day of the first month of the quarter succeeding the reporting quarter;

d) The State Bank of Vietnam shall submit quarterly reports on issuance and adjustment of investment registration certificates, shutdown and business outcomes of commercial presences of foreign finance companies and foreign credit institutions in Vietnam. The reporting time is prior to the 15th day of the first month of the quarter succeeding the reporting quarter;

dd) The Ministry of Home Affairs shall submit annual reports on registration and licensing of foreign workers in foreign-invested economic organizations. The reporting time is prior to April 15 of the year succeeding the reporting year;

e) The Ministry of Science and Technology shall submit annual reports on technology transfer by foreign-invested economic organizations. The reporting time is prior to April 15 of the year succeeding the reporting year;

g) Provincial People’s Committees shall submit to the Ministry of Finance and Ministry of Agriculture and Environment annual reports on allocation and leasing out of land to and use of land by foreign-invested economic organizations. The reporting time is prior to April 15 of the year succeeding the reporting year.

4. The Ministry of Finance shall annually consolidate and submit reports on nationwide investment to the Prime Minister as set out in point dd clause 2 Article 47 of the Law on Investment.

Article 94. Contents of reports and periods of reporting by economic organizations implementing investment projects

1. Economic organizations implementing investment projects shall submit reports to local investment registration authorities and state management agencies for statistics.

2. Quarterly reports shall be submitted before the 10th of the first month of the quarter succeeding the reporting quarter, containing the following details: investment capital disbursed, net revenue, export, import, workers, taxes, amounts payable to state budget, use of land and water surface.

3. Annual reports shall be submitted before March 31 of the year following the reporting year, containing details of the quarterly report, and profit, income of workers, expenditures on and investment in scientific research and technology development, environmental treatment and protection, and origin of technologies used.

Article 95. Contents of investment promotion reports and investment promotion reporting periods

1. Ministries and provincial People’s Committees shall monitor the progress of, consolidate information on and report the conduct of investment promotion activities under the National Investment Promotion Program; investment promotion programs of their sectors and localities with regard to implementation results, level of completion and annual budget before January 31 of the next year.

2. The Ministry of Finance shall annually consolidate and submit reports on nationwide investment (including investment promotion) to the Prime Minister as prescribed in point dd clause 2 Article 47 of the Law on Investment.

Article 96. Reporting methods

1. Reports on investment projects:

a) Economic organizations implementing investment projects shall submit online reports through the National Investment Information System;

b) Investment registration authorities shall submit reports in writing and online via the National Investment Information System.

2. Reports on investment promotion:

a) Ministries, ministerial agencies and provincial People’s Committees shall submit written reports to the Ministry of Planning and Investment and online reports via the National Investment Promotion Information System;

b) Agencies presiding over investment promotion activities shall submit online reports via the National Investment Information System.

3. The Ministry of Finance shall provide for report forms, expedite and inspect the implementation of the reporting regime as prescribed in this Decree.

Article 97. Mechanism for cooperation in management and operation of the National Investment Information System

1. The Ministry of Finance shall preside over and cooperate with relevant state management agencies in building and operating the National Investment Information System; provide instructions on its management, operation, and use.

2. Ministries, central agencies and provincial People’s Committees shall update and provide information about investment activities under their management to the National Investment Information System; organize the operation and use of the National Investment Information System in accordance with the Law on Investment, this Decree and relevant regulations.

3. Investment registration authorities shall use the National Investment Information System to carry out professional operations related to the receipt of application dossiers, issuance, adjustment and revocation of investment registration certificates; monitor, supervise and assess the implementation of investment projects; implement the regime for investment reporting and instruct economic organizations implementing investment projects to use the National Investment Information System in accordance with this Decree.

4. The agency managing and operating the National Investment Information System and National Enterprise Registration Information System shall exchange information about enterprise registration by foreign-invested economic organizations, capital contribution, purchase of shares or stakes by foreign investors when they follow the procedures specified in Article 73 and Article 76 of this Decree, investment conditions applicable to foreign investors, and list of conditional business lines and business investment conditions as prescribed.

5. The agency managing and operating the National Investment Information System shall consolidate information about investment promotion nationwide; organize the extraction and provision of information and assist agencies, organizations and enterprises in conducting investment promotion and investment matching activities.

6. Economic organizations that implement investment projects shall be granted accounts to log in to the National Investment Information System in order to implement the prescribed periodic reporting regime.

7. The Ministry of Finance shall provide detailed guidelines for management, operation and use of the National Investment Information System.

Article 98. Overall investment inspection, investment project inspection

The overall investment inspection and investment project inspection shall comply with the Government’s regulations on investment inspection, supervision and assessment.

Chapter VIII

IMPLEMENTATION CLAUSE

Section 1. AMENDING AND SUPPLEMENTING CERTAIN DECREES RELATED TO BUSINESS INVESTMENT

Article 99. Amending, supplementing and repealing certain Articles of the Government’s Decree No. 19/2026/ND-CP dated January 14, 2026 prescribing procedures for appraisal of projects of national significance, and supervision and assessment of investment

1. The legal reference “Luật Đầu tư số 61/2020/QH14” (“Law on Investment No. 61/2020/QH14”) is changed to “Luật Đầu tư số 143/2025/QH15” (“Law on Investment No. 143/2025/QH15”).

2. Article 18 is amended and supplemented as follows:

“Article 18. Application dossiers for appraisal

An application dossier for approval of the investment policy of an investment project shall be prepared as prescribed in the Decree elaborating and providing guidelines for implementation of certain Articles of the Law on Investment, in which the investment project proposal must clearly include explanations for special mechanisms or policies that differ from those prescribed by a law or resolution of the National Assembly and are required to be applied to such project; grounds for the proposal and the conditions for application (if any).”.

3. Clause 4 and clause 5 are added after clause 3 of Article 20 as follows:

“4. No later than 60 days prior to the opening date of a session of the National Assembly, the Government shall submit to the National Assembly an application dossier for investment policy approval.

5. The National Assembly shall consider and pass a resolution on investment policy approval comprising the contents specified in clause 1 Article 3 of the Law on Investment.”.

4. Article 21 is amended and supplemented as follows:

“Article 21. Contents of appraisal

1. Contents of appraisal of investment policy approval and contents of appraisal of concurrent approval of investment policy and investor of an investment project are specified in the Decree elaborating and providing guidelines for implementation of certain Articles of the Law on Investment.

2. Any special mechanisms or policies that differ from those prescribed by a law or resolution of the National Assembly and apply to a project.”.

5. Point b clause 1 of Article 31 is amended as follows:

“b) An adjusted investment project proposal or adjusted pre-feasibility study report;”.

6. Some clauses of Article 94 are amended as follows:

a) Point c is added after point b of clause 2 as follows:

“c) Quarterly reports on the status of investment as set out in point c and point dd clause 2 Article 47 of the Law on Investment.”.

b) Clause 3 is amended and supplemented as follows:

“3. Every investment registration authority shall prepare and submit the following reports to a provincial People’s Committee, which will submit same to the Ministry of Finance:

a) Annual report on investment supervision and assessment;

b) Quarterly reports on receipt of application dossiers, issuance, adjustment and revocation of investment registration certificates and on the operation of investment projects under their management as prescribed in point b clause 2 Article 47 of the Law on Investment.”.

c) Point a1 is added after point a of clause 8 as follows:

“a1) Quarterly reports on investment project implementation as set out in point a clause 2 Article 47 of the Law on Investment;”.

d) Title and points a, b and c of clause 11 are amended as follows:

“11. Deadline for reporting investment supervision and assessment and reporting status of investment:

a) Every program owner, project owner and investor shall submit:

A quarterly report before the 10th of the first month of the quarter succeeding the reporting quarter;

A 6-month report before July 10 of the reporting year; data included in the report shall cover the period from January 01 to June 30 of the reporting year;

An annual report before February 10 of the succeeding year; data included in the report shall cover the period from January 01 to December 31 of the reporting year;

A report before adjusting the program or project.

b) Each investment registration authority shall submit a quarterly report before the 10th of the first month of the quarter succeeding the reporting quarter; an annual report before February 20 of the succeeding year.

c) Ministries, central agencies, local agencies and state-owned enterprises shall submit a quarterly report before the 20th of the first month of the quarter succeeding the reporting quarter; an annual report on overall supervision and assessment before March 01 of the succeeding year.”.

7. Point d clause 2 of Article 95 is amended as follows:

“d) Organizations and individuals using the System must use digital signatures as prescribed for their signature and submission of reports on the System;”.

8. “Mục 4. Chương IV về Hồ sơ, thủ tục và nội dung thẩm định chấp thuận chủ trương đầu tư ra nước ngoài” (“Section 4. Chapter IV on Application dossiers, procedures, and contents of appraisal of outward investment policy approval”) and “Mục 8. Chương IV về Hồ sơ, thủ tục và nội dung thẩm định chấp thuận điều chỉnh chủ trương đầu tư ra nước ngoài” (“Section 8. Chapter IV on Application dossiers, procedures, and contents of appraisal of outward investment policy adjustment approval”) are repealed.

Section 2. TRANSITIONAL PROVISIONS

Article 100. Transitional provisions on special investment procedures

1. If any valid dossier of an investment project in an industrial park, export-processing zone, hi-tech zone, concentrated digital technology zone, free trade zone, international financial center or functional sub-zone within an economic zone prescribed in clause 1 Article 28 of the Law on Investment and not falling within the sectors specified in Article 36a of the Law on Investment 2020 is received by the Management Board before the effective date of the Law on Investment but the result has not yet been returned, the following provisions shall apply:

a) The dossier shall continue to be processed as per the Law on Investment 2020 and the Government’s Decree No. 31/2021/ND-CP dated March 26, 2021 elaborating and providing guidelines for implementation of certain Articles of the Law on Investment;

b) Where the investor proposes to opt for the application of special investment procedures, the investor shall submit additional commitments as prescribed in clause 2 Article 47 of this Decree so as for the Management Board to conduct an assessment and grant the investment registration certificate in accordance with clause 5 Article 47 of this Decree;

c) For the dossier which is being processed in accordance with clause 7 Article 29 of the Decree No. 31/2021/ND-CP, it shall continue to be processed in accordance with the Decree No. 31/2021/ND-CP.

Where the approved investor proposes to opt for the application of special investment procedures, the investor shall submit additional commitments and relevant documents as prescribed in clause 2 Article 47 of this Decree to be granted the investment registration certificate in accordance with clause 5 Article 47 of this Decree.

2. For an investment project in the case specified in Article 28 of the Law on Investment which is granted the investment policy approval or the investment registration certificate before the effective date of the Law on Investment, the investor is entitled to opt for the application of special investment procedures according to the following provisions:

a) The investor shall submit 01 set of an application dossier for investment registration as specified in clause 2 Article 47 of this Decree together with a report on current implementation of the investment project by the time of application submission to the management board of the industrial park, export-processing zone, hi-tech zone or economic zone.

If the investment project comprises multiple phases, the investor reserves the right to apply special investment procedures to each phase;

b) The management board of the industrial park, export-processing zone, hi-tech park or economic zone shall implement the corresponding procedures as prescribed in clause 2 Article 47 of this Decree to grant an investment registration certificate or to replace the investment registration certificate in the event that the project has been granted such investment registration certificate;

c) The investment registration certificate shall record contents of the investment project registered in accordance with points a and b of this clause. The investor may implement the investment project in accordance with the investment registration certificate granted or replaced in accordance with points a and b of this clause.

3. The grant or replacement of the investment registration certificate as prescribed in clause 2 of this Article shall be carried out in case the investor opts to apply special investment procedures and satisfies the requirements set out under Article 46 of this Decree.

In the case of applying special investment procedures to part or a phase of the investment project, the investor shall implement the procedures for project adjustment in accordance with corresponding provisions of Article 48 of this Decree. The adjusted investment registration certificate shall record contents of the adjusted investment project.

4. Any project which has environmental impact assessment report and detailed planning scheme approved and has been granted the construction permit and other written approvals or permissions in the fields of construction and fire prevention and fighting before the effective date of the Law on Investment shall continue to be implemented in accordance with the documents or permits granted.

Article 101. Implementation of investment projects which commence implementation before the effective date of the Law on Investment

1. Investors are entitled to implement their investment projects according to their investment license, investment incentive certificate, investment certificate, investment registration certificate or other document of equivalent validity issued by the competent state agency before the effective date of the Law on Investment without having to follow the procedures for investment policy approval in accordance with the Law on Investment and this Decree, except the cases of adjustment of investment projects specified in clauses 1 and 3 Article 102 of this Decree.

2. The investment license, investment incentive certificate, investment certificate, investment registration certificate or other document of equivalent validity issued by the competent state agency before the effective date of the Law on Investment has the same legal value as that of the investment registration certificate.

3. The document of equivalent validity specified in clause 1 of this Article means a document or decision issued by the competent state agency to decide the investment policy or permit or approve the investment in a project as per the laws on investment, land, construction, housing, urban areas, bidding and enterprises in force at the time of promulgating such document or decision.

4. Point dd clause 2 Article 35 of the Law on Investment shall apply if the investor fails to correctly implement the regulations set out under their investment license, investment incentive certificate, investment certificate, investment registration certificate or investment policy decision, investment policy approval or investment approval 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 which commence implementation before the effective date of the Law on Investment

1. When adjusting an investment project specified in point b, c or d clause 2 Article 52 of the Law on Investment, the investor is not required to follow the procedures for investment policy approval or investment policy adjustment, except for the following cases:

a) Change or add a content or objective while the content or objective to be changed or added is subject to investment policy approval as specified in Article 24 of the Law on Investment;

b) Expand the scale of the investment project, thereby resulting in in being subject to investment policy approval as specified in Article 24 of the Law on Investment;

c) Adjust the investment project, involving the following: request for land allocation or land lease by the State not through an LUR auction or bidding, receipt of LURs or property attached to land through transfer, except for the case of allocating land, leasing out land of a household or individual that is not required to obtain a written approval of the provincial People’s Committee in accordance with the law on land;

d) Adjust the investment project, involving a request for the State’s permission for land repurposing as specified in clause 3 Article 35 of this Decree, except for the case of permitting the repurposing of land of a household or individual that is not required to obtain a written approval of the provincial People’s Committee in accordance with the law on land.

2. In the case of adjusting the contents specified in points a, b, c and d clause 1 of this Article, the investor shall follow the procedures for investment project adjustment in accordance with corresponding provisions laid down in Section 5 Chapter IV of this Decree.  The investment policy approving authority shall consider the adjustments to grant investment policy approval.

3. If an investment project is adjusted as specified in point a clause 2 Article 52 of the Law on Investment and the adjustments fall into one of the cases mentioned in points a, b, c, d and dd clause 3 Article 33 of the Law on Investment, the procedures for investment policy adjustment are as follows:

a) The investment policy approving authority prescribed by the Law on Investment is the authority that has the power to adjust the written investment policy decision, written investment policy approval or written investment approval for such investment project, except for the case in point b of this clause;

b) In the case of adjusting an investment project that is not subject to investment policy decision or investment policy approval or investment approval by the Prime Minister as prescribed by law before the effective date of the Law on Investment but is now subject to investment policy approval by the Prime Minister as prescribed by the Law on Investment, the Prime Minister shall approve investment policy adjustment in the case of increasing the area of land used or adding a content or objective subject to investment policy approval as prescribed in clause 2 Article 25 of the Law on Investment. In addition to the contents subject to investment policy adjustment approval by the Prime Minister specified in this point, the Chairperson of the provincial People’s Committee or the management board of the industrial park, export-processing zone, hi-tech zone or economic zone shall approve any adjustment to the investment project according to the Law on Investment and this Decree upon adjusting any of the contents specified in points a, b, c, d and dd clause 3 Article 33 of the Law on Investment;

d) The investor shall follow the procedures for investment policy adjustment according to the corresponding provisions set out in Section 5 Chapter IV of this Decree upon adjusting the contents specified in this clause, except the case in point d clause 4 of this Article.

4. Regarding an investment project granted the investment policy decision, investment policy approval or investment approval by a competent state agency in accordance with the law on investment, housing, urban areas and construction before the effective date of the Law on Investment 2020, the schedule shall be adjusted as follows:

a) The investor may adjust the implementation schedule of the investment project 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) If the written investment policy decision, investment policy approval or investment approval does not specify the schedule for project implementation or the schedule for implementation of project phases, the investor is entitled to adjust the investment policy or investment approval to determine such schedule for project implementation or for implementation of project phases. The power to adjust the investment project shall comply with clause 3 of this Article and the sequence and procedures for adjusting the investment policy shall comply with corresponding provisions set out in Section 5 Chapter IV of this Decree;

c) If the implementation schedule of the investment project is adjusted 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 follow the procedures for investment policy adjustment upon extending the implementation schedule by more than 12 months. The investment registration authority shall follow the procedures for adjusting the investment registration certificate as prescribed in Article 56 of this Decree for the project issued with the investment registration certificate.

5. For a project subject to investment policy decision or approval in accordance with the law prior to the effective date of the Law on Investment but not subject to investment policy approval as prescribed in clause 3 Article 52 of the Law on Investment and this Decree, the investor is not required to implement the procedures for investment policy adjustment when adjusting the project.

Where there is a need for adjustment, the investor shall implement the procedures for investment policy adjustment in accordance with clause 3 Article 53 of this Decree for contents of the investment project falling into any of the cases specified in clause 3 Article 33 of the Law on Investment.

Where there is no need to adjust the investment policy approval, the investor may implement the project with contents different from those approved in the investment policy approval provided that relevant laws are conformed to.

6. When the adjustment of an investment project in a case other than that specified in clause 1 or 3 of this Article changes any content of the investment license, investment incentive certificate, investment certificate, investment registration certificate or another document of equivalent validity issued before the effective date of the Law on Investment, the investor shall follow procedures corresponding to those for adjusting the investment registration certificate as prescribed in Article 56 of this Decree at the investment registration authority to obtain an investment registration certificate. The investment registration certificate shall specify adjusted contents of the investment project and all unadjusted contents which remain effective as prescribed in the investment license, investment certificate, of investment incentive certificate, investment registration certificate or document of equivalent validity.

7. If the investment license, investment certificate or document of equivalent validity specified in clause 6 of this Article also specifies business registration contents, the investment registration authority shall issue an investment registration certificate to the investor to replace contents of the investment project on the investment license, investment certificate or document of equivalent validity according to the principle specified in clause 6 of this Article. The business registration contents on the investment license, investment certificate or document of equivalent validity shall remain effective.

Article 103. Transfer of investment projects according to clause 5 Article 52 of the Law on Investment

1. An application dossier for transfer of an investment project shall comprise the documents specified in points a, b, c, d, e and g clause 5 Article 57 of this Decree, a copy of the certificate of land use rights and documents on the investment project.

2. In the event that there is a demand as prescribed in clause 5 Article 52 of the Law on Investment, the investor shall follow the procedures below:

a) The transferor shall submit 01 set of an application dossier prescribed in clause 1 of this Article together with electronic copies of documents in the dossier to the Department of Finance;

b) The Department of Finance shall consider conditions for transferring investment projects as prescribed in clause 5 Article 52 of the Law on Investment to report to the provincial People’s Committee for its concurrent approval of investment policy and investor for the transferee within 14 working days from the date of receiving the valid application dossier or consider granting the investment registration certificate within 10 days from the date of receiving the valid application dossier;

Within 03 working days from the date of receiving the report of the Department of Finance, the Chairperson of the provincial People’s Committee shall consider and grant concurrent approval of investment policy and investor.

Article 104. Conduct of investment activities by foreign-invested economic organizations established before the effective date of the Law on Investment

1. Economic organizations specified in points a, b and c clause 1 Article 20 of the Law on Investment are not required to satisfy investment conditions and follow the investment procedures according to the Law on Investment and this Decree if the establishment of another economic organization or investment in the form of capital contribution or purchase of shares or stakes in another economic organization or investment in the form of BCC by such economic organization is carried out before the effective date of the Law on Investment.

2. From the effective date of the Law on Investment, any economic organization established before the effective date of the Law on Investment and falling into any of the cases specified in points a, b and c clause 1 Article 20 of the Law on Investment must satisfy the investment conditions and follow the investment procedures in accordance with regulations applicable to foreign investors in the Law on Investment and this Decree upon adjusting the investment project implemented before the effective date of the Law on Investment; upon changing or adding a business line; upon establishing another economic organization; upon making investment in the form of capital contribution or purchase of shares or stakes in another economic organization; upon making investment in the form of BCC.

3. Upon adjusting an investment project as specified in clause 2 of this Article, the economic organization shall follow the procedures for investment policy approval or investment policy adjustment, for issuance of an investment registration certificate or adjustment of the investment registration certificate in accordance with the corresponding provisions set out in the Law on Investment and this Decree. The investment registration authority shall only consider the satisfaction of investment conditions with respect to the contents requested to be adjusted but not re-consider the project contents being implemented.

Article 105. Guaranteeing implementation of investment projects which commence implementation before the effective date of the Law on Investment

1. Any investor signing a deposit agreement with an investment registration authority before the effective date of the Law on Investment is entitled to implement their investment project under the signed agreement.

2. If an investor wishes to change the form of guarantee for project implementation to apply the guarantee for deposit payment obligation according to the Law on Investment and this Decree or wishes to adjust the conditions for refund of the deposit amount, the investor shall agree with the investment registration authority to adjust the signed deposit agreement in conformity with the Law on Investment and this Decree.

3. Any investor that has yet to sign a deposit agreement in accordance the law on investment before the effective date of the Law on Investment and this Decree shall comply with regulations on guaranteeing project implementation under the Law on Investment and this Decree.

4. If the adjustment of the project objectives or schedule for implementation of the investment project or repurposing of land of the investment project as specified in clause 7 Article 52 of the Law on Investment results in the project being subject to deposit payment or provision of a guarantee for deposit payment obligation to guarantee the implementation of the investment project according to the Law on Investment and this Decree, the investor is required to pay a deposit or obtain a bank guarantee for deposit payment obligation under the Law on Investment and this Decree for the project’s part that has been adjusted.

After being granted the decision on concurrent approval of investment policy and prior to the date of issuing the decision on land allocation, land lease or permission for land repurposing in respect of the project’s part that has been adjusted (if any), the investment registration authority and the investor shall agree on the time for providing guarantee for the implementation of the investment project.

Article 106. Adjustment to projects with a commitment to transfer assets without reimbursement to the State of Vietnam or to the Vietnamese party

1. For an investment project in which the foreign investor makes a commitment to transfer their assets without reimbursement to the State of Vietnam or to the Vietnamese party (hereinafter referred to as “project with a commitment to transfer assets without reimbursement”), after the expiry of the project duration specified in the investment license, investment certificate or investment registration certificate, the foreign investor (if the foreign investor makes investment in the form of BCC) or the foreign-invested economic organization is obliged to transfer assets without reimbursement in their status quo and normal operational condition to the State of Vietnam or to the Vietnamese party that is a state-owned enterprise.

2. Conditions for transfer of assets without reimbursement shall not be removed if the project has commitment to transfer assets without reimbursement under clause 1 of this Article, and contents of the project with a commitment to transfer assets without reimbursement shall not be adjusted resulting in a change of the conditions for transfer of such assets, except the cases in clauses 3 and 4 of this Article.

3. In case of delaying the transfer of land to the Vietnamese Party being a state-owned enterprise (hereinafter referred to as “the Vietnamese Party”) so as for it to contribute capital in the form of LURs, the period of the delay shall not be included in the operating duration of the project with a commitment to transfer assets without reimbursement.

4. If the Vietnamese Party being a state-owned enterprise transfers the whole or part of its stakes in a foreign-invested enterprise, the value of the stakes transferred to such enterprise shall be determined by holding a public auction to apply the highest offer price to the Foreign Party. If the Foreign Party does not purchase or fully purchase the stakes at that highest offer price, the stakes of the Vietnamese Party shall be sold to an organization or individual offering the highest price.

Conditions, sequence and procedures for transferring part or the whole of the stakes of the Vietnamese Party being a state-owned enterprise shall comply with the law on management and use of state capital invested in production and business in enterprises and law on enterprises.

5. The adjustment to a project with a commitment to transfer assets without reimbursement specified in clauses 3 and 4 of this Article shall be approved by the Prime Minister. The investor shall follow the project adjustment procedures in accordance with the corresponding provisions set forth in Section 5 Chapter IV of this Decree.

Article 107. Handling of assets after their transfer to the State of Vietnam or to the Vietnamese party without reimbursement

1. The establishment of public ownership and management of assets of a project with a commitment to transfer assets without reimbursement (hereinafter referred to as “the transferred assets”) to the State of Vietnam after the end of the operation shall comply with the law on management and use of public property.

2. If the transferee is an enterprise in which the State holds 100% of the charter capital, the handling of transferred assets shall be decided by the agency representing ownership of the state-owned enterprise according to the law on management and use of state capital invested in production and business in enterprises.

3. If the transferee is an equitized state-owned enterprise, the assets shall be transferred to the State of Vietnam. The handling of the transferred assets in this case shall comply with the corresponding provisions laid down in clause 1 of this Article.

4. After the expiry of the land use term, the handling of LURs shall comply with the law on land.

Article 108. Organization and operation of enterprises issued with an investment license or investment certificate (also the business registration certificate)

1. Every enterprise operating according to an investment license shall continue to be organized and operate in accordance with the provisions of such investment license and the enterprise charter. For the contents not specified in the investment license and the enterprise charter, the enterprise shall comply with the Law on Enterprises, Law on Investment and relevant laws according to the following principles:

a) A wholly foreign-owned enterprise owned by a single foreign investor shall comply with relevant provisions applicable to single-member limited liability companies;

b) A wholly foreign-owned enterprise owned by owned by two or more foreign investors shall comply with relevant provisions applicable to multi-member limited liability companies;

c) A foreign-invested joint-stock company established under the Government’s Decree No. 38/2003/ND-CP dated April 15, 2003 on conversion of foreign-invested companies into joint-stock companies shall comply with relevant provisions applicable to joint-stock companies.

2. Every enterprise operating according to an investment certificate (also the business registration certificate) shall continue to be organized and operate in accordance with such investment certificate (also the business registration certificate) and the enterprise charter. For the contents not specified in the investment certificate (also the business registration certificate) and the enterprise charter, the enterprise shall comply with the Law on Enterprises, Law on Investment and relevant laws.

Article 109. Replacement of investment registration certificates and enterprise registration certificates

1. An investor with a project granted an investment license, investment incentive certificate, investment certificate or document of equivalent validity before the effective date of the Law on Investment may shift to operate pursuant to an investment registration certificate according to the following procedures:

a) The investor shall submit to the investment registration authority 01 set of an application dossier for replacement of an investment registration certificate comprising a written request for replacement of an investment registration certificate and copy of the investment license, investment incentive certificate, investment certificate or document of equivalent validity;

b) The investment registration authority shall issue an investment registration certificate for the investor within 03 working days from the day on which the application dossier specified in point a of this clause is received. The investment registration certificate shall repeat the contents of the investment project in the investment license, investment incentive certificate, investment certificate or document of equivalent validity. The business registration contents on the investment license, investment incentive certificate, investment certificate or document of equivalent validity shall remain effective.

2. Any enterprise operating according to an investment license, investment certificate (also the business registration certificate) or document of equivalent validity (hereinafter referred to as “the certificate”) granted before the effective date of the Law on Investment shall continue to operate in accordance with such certificate without having to follow the procedures for replacing it with an enterprise registration certificate.

3. Any investor that wishes to replace their investment registration certificate or enterprise registration certificate with an investment license or investment certificate (also the business registration certificate) or a document of equivalent validity shall follow the procedures below:

a) Replace the enterprise registration certificate as set out in clause 2 of this Article;

b) Replace the investment registration certificate as set out in clause 1 of this Article (the application dossier for replacement of an investment registration certificate includes a copy of the enterprise registration certificate granted in accordance with clause 2 of this Article and the documents specified in point a clause 1 of this Article).

4. The enterprise granted the enterprise registration certificate as set out in clause 2 and Clause 3 of this Article is entitled to keep inheriting all rights and obligations specified in its investment license or investment certificate (also the business registration certificate) or a document of equivalent validity from the date of issuing such enterprise registration certificate, which will contain rights and obligations regarding the investment project; the investor specified in the investment license or investment certificate (also the business registration certificate) or  document of equivalent validity shall exercise the rights and discharge the obligations with respect to the investment project in the capacity as a member or shareholder of the enterprise.

5. Upon the expiry of the investment project’s operating duration or upon termination of the investment project, the enterprise operating under an investment license, investment certificate (also the business registration certificate) or document of equivalent validity shall follow the procedures for terminating the investment project according to the Law on Investment and this Decree without having to shut down the enterprise, unless otherwise prescribed by law.

Article 110. Changing business registration contents in an investment license or investment certificate (also the business registration certificate)

1. An enterprise operating under an investment license, investment certificate (also the business registration certificate) or document of equivalent validity shall change business registration contents at the business registration authority in accordance with the law on enterprises.

2. In the case of adjusting both business registration contents and contents of the investment project, the economic organization shall follow the procedures for adjusting business registration contents at the business registration authority in order to obtain an enterprise registration certificate as set out in clause 1 of this Article. After being issued with the enterprise registration certificate, the economic organization shall adjust contents of its investment project at the investment registration authority in order to obtain an investment registration certificate in accordance with the relevant provisions in Article 102 of this Decree.

3. In the case of adjusting the contents of registration of operation of its branch or representative office, an enterprise operating under an investment license, investment certificate (also the business registration certificate) or document of equivalent validity granted before the effective date of the Law on Investment shall follow procedures in accordance with the corresponding provisions of law on enterprises.

4. The suspension, shutdown, restructuring or dissolution of an enterprise operating under an investment license or investment certificate (also the business registration certificate) shall be carried out as follows:

a) An enterprise operating under an investment license or investment certificate (also the business registration certificate) shall follow the procedures for suspension, shutdown, restructuring or dissolution at the business registration authority;

b) Application dossiers, sequence and procedures for suspension, shutdown, restructuring or dissolution of an enterprise operating under an investment license or investment certificate (also the business registration certificate) shall comply with the law on enterprises.

Section 3. IMPLEMENTATION CLAUSE

Article 111. Effect

1. This Decree comes into force from the date of its signing, except the case specified in clause 2 of this Article.

2. Articles 11 and 12 of this Decree come into force from July 01, 2026.

3. The following Decrees shall cease to have effect from the effective date of the Law on Investment:

a) Decree No. 31/2021/ND-CP dated March 26, 2021 elaborating and providing guidelines for implementation of certain Articles of the Law on Investment;

b) Decree No. 19/2025/ND-CP dated February 10, 2025 elaborating the Law on Investment regarding special investment procedures;

c) Decree No. 239/2025/ND-CP dated September 03, 2025 amending and supplementing the Government’s Decree No. 31/2021/ND-CP dated March 26, 2021 elaborating and providing guidelines for implementation of certain Articles of the Law on Investment.

Article 112. Responsibility for implementation

1. The Ministry of Planning and Investment shall elaborate and provide guidance on implementation of the Articles and clauses as assigned in accordance with the Law on Investment and this Decree.

2. Within the bounds of their functions and duties, Ministries and ministerial agencies shall:

a) Submit to the Government so as for it to consider repealing, amending or supplementing business investment conditions applicable to conditional business lines repealed, amended or added under the Law on Investment;

b) Submit to the Government so as for it to consider promulgating, amending or supplementing other Decrees relating to investment conditions to assure the implementation of the Law on Investment and this Decree.

3. Ministers, heads of ministerial agencies, heads of Governmental agencies, Chairpersons of People’s Committees of provinces and central-affiliated cities shall, within the bounds of their functions and duties, provide guidelines on and implement this Decree.

APPENDIX I

NEGATIVE LIST FOR MARKET ACCESS
(Promulgated together with the Government’s Decree No. 96/2026/ND-CP dated March 31, 2026)

A. BUSINESS LINES WITH PROHIBITED MARKET ACCESS

1. Trading in goods and services on the list of goods and services on which the State holds monopoly in the field of commerce.

2. Press activities and collection of news in any shape or form.

3. Fishing or marine resource exploitation.

4. Investigation and security services.

5. Judicial administrative services, including judicial assessment services, bailiff services, property auction services, notarization services, asset administrator’s services..

6. Guest worker services under contracts.

7. Investment in construction of infrastructure for cemeteries and graveyards for the purpose of transferring land use rights associated with infrastructure.

8. Garbage collection services directly from households.

9. Public survey services (opinion polling).

10. Blasting services.

11. Import and dismantlement of used seagoing ships.

12. Public postal services.

13. Merchanting trade of goods.

14. Temporary import for re-export.

15. Exercise of rights to export, import and distribute goods on the list of goods which foreign investors and foreign-invested economic organizations are not permitted to exercise the rights to export, import and distribute.

16. Collection, purchase and handling of public property at units of the armed forces.

17. Provision of industrial property representative services and intellectual property assessment services.

18. Services of establishment, operation, sustainment and maintenance of maritime signals, berth pockets, water areas, public navigational channels and maritime routes; survey of berth pockets, water areas, public navigational channels and maritime routes serving the publication of notices to mariners; services of surveying, drawing up and publishing nautical charts for water areas, seaports, navigational channels and maritime routes; formulation and publishing of marine safety documents and publications.

19. Maritime safety assurance regulatory services in berth pockets, water areas, and public navigational channels; maritime electronic information services.

20. Services of inspection (examination and testing) and issuance of certificates to means of transport (including systems, assemblies, devices and parts of means of transport); inspection and issuance of certificates of technical safety and environmental safety to vehicles, specialized equipment, containers, equipment for packaging dangerous goods used in transport; inspection and issuance of periodical inspection certificates of vehicles and equipment for oil and gas exploration, exploitation and transport at sea for compliance with technical safety and environmental protection requirements; technical inspection services for occupational safety of equipment subject to strict occupational safety requirements which are installed on means of transport and equipment for oil and gas exploration, extraction and transport at sea; fishing vessel inspection and registration services.

21. Services of investigation, assessment and exploitation of natural forests (including logging, hunting and trapping of rare and precious wild animals, management of gene pools of plants, domestic animals and microorganisms used in agriculture).

22. Research or use of genetic resources of new domestic animals or production of and trading in new animal strains and breeds before appraisal, evaluation, approval or recognition by the Ministry of Agriculture and Environment.

23. Provision of travel services, except for international travel services serving inbound tourists.

B. BUSINESS LINES WITH RESTRICTED MARKET ACCESS

1. Production and distribution of cultural products, including video recordings.

2. Production, distribution and broadcasting of television shows and music and dance works, stage performances and cinematic works..

3. Provision of audio and television broadcasting services.

4. Insurance; banking; securities trading and services related thereto.

5. Postal and telecommunications services.

6. Advertising services.

7. Printing services (excluding the printing of packaging that does not contain goods labels) and publication distribution services.

8. Survey and mapping services.

9. Aerial photography services.

10. Education services.

11. Exploration, exploitation and processing of natural resources, minerals, oil and gas.

12. Hydropower, offshore wind power and nuclear power.

13. Transport of goods and passengers by rail, air, road, river, sea, pipeline.

14. Aquaculture.

15. Forestry and hunting.

16. Betting and casino business.

17. Security services.

18. Construction, operation and management of river ports, seaports and aerodromes.

19. Real estate business.

20. Construction activities of foreign contractors.

21. Legal services.

22. Veterinary services.

23. Trade in goods and activities directly related to trade in goods of foreign service providers in Vietnam.

24. Technical analysis and inspection services.

25. Tourism services.

26. Health and social services.

27. Sports and entertainment services.

28. Paper production.

29. Manufacture of vehicles with more than 29 seats.

30. Development and operation of traditional markets.

31. Operation of Commodity Exchanges.

32. Inland less-than container load (LCL) services.

33. Auditing, accounting, book-keeping and tax services.

34. Enterprise valuation consulting services for equitization.

35. Services relevant to agriculture, forestry and fisheries.

36. Manufacture and fabrication of aircraft.

37. Manufacture and fabrication of locomotives and railway carriages.

38. Production of and trading in tobacco products, tobacco ingredients, machinery and equipment for the tobacco industry.

39. Publishers’ activities.

40. Building and repair of seagoing ships.

41. Waste collection services, environmental monitoring services.

42. Commercial arbitration services, arbitration mediation services.

43. Logistics services.

44. Coastal transport services.

45. Farming, production or processing of rare and precious plants, husbandry and breeding of precious and rare wild animals and processing and handling thereof, including live animals and products made thereof;

46. Manufacture of building materials.

47. Construction and relevant technical services.

48. Moped assembly.

49. Services relevant to sports, fine arts, performing arts, fashion shows, beauty pageants and modelling contents, and other entertainment activities.

50. Auxiliary services for air transport; ground services at airports and aerodromes; in-flight catering services; communication, navigation and surveillance services, aeronautical meteorological services.

51. Shipping agency agencies; ship towing services.

52. Services relevant to cultural heritage, copyrights and related rights, photography, video recording, audio recording, art exhibitions, festivals, libraries, museums.

53. Services relevant to tourism promotion and advertising.

54. Representation, recruitment agency, scheduling and management services for artists and athletes.

55. Family-related services.

56. Services of management and operation of intermediary e-commerce platforms, social networks engaged in e-commerce activities, and integrated e-commerce platforms.

57. Cemetery business, cemetery services and funeral services.

58. Aerial seeding and application services.

59.  Marine pilotage services.

60. Business lines under pilot mechanisms of the National Assembly, Standing committee of the National Assembly, the Government or the Prime Minister.

61. Manufacture of and trading of weapons, explosive materials and support instruments.

62. Manufacture of military materials or equipment; trading in military equipment and supplies for the armed forces, military weapons, equipment, techniques, ammunitions, specialized equipment and vehicles for use by the military and the police, components, spare parts, supplies and special equipment, specialized technologies for manufacture thereof.

APPENDIX II

LIST OF BUSINESS LINES ELIGIBLE FOR INVESTMENT INCENTIVES
(Promulgated together with the Government’s Decree No. 96/2026/ND-CP dated March 31, 2026)

A. BUSINESS LINES ELIGIBLE FOR SPECIAL INVESTMENT INCENTIVES

I. HIGH TECHNOLOGY, STRATEGIC TECHNOLOGY, INFORMATION TECHNOLOGY, SUPPORTING INDUSTRIES, ENVIRONMENTAL INDUSTRIES

1. Application of high technologies on the List of high technologies prioritized for development investment as decided by the Prime Minister; application of strategic technologies on the List of strategic technologies as decided by the Prime Minister; manufacture of strategic technology products on the List of strategic technology products as decided by the Prime Minister

2. Manufacture of products on the List of hi-tech products encouraged for development as decided by the Prime Minister.

3. Manufacture of products on the List of supporting industry products prioritized for development investment as specified in the Government’s regulations of the Government on development of supporting industries.

4. Hi-tech incubation, strategic technology incubation, hi-tech enterprise incubation, strategic technology enterprise incubation; venture capital investment in hi-tech development; hi-tech application, research and development in accordance with the law on high technology; manufacture of biotechnology products; training of high-tech human resources; provision of hi-tech services; strategic technology enterprises; hi-tech research and development centers; strategic technology research and development centers; hi-tech incubators, strategic technology incubators, hi-tech enterprise incubators, strategic technology enterprise incubators.

5. Manufacture of software products, manufacture of key digital technology products, provision of key digital technology services; manufacture of cyberinformation security products and provision of cyberinformation security services satisfying the conditions stipulated in the law on cyberinformation security; manufacture of products derived from scientific and technological outcomes according to the law on science and technology.

6. Production of renewable energy, new energy, clean energy, energy from waste-to-energy processes; development of hydrogen energy and green ammonia.

7. Production of composite materials, various types of light building materials, precious and rare materials.

8. Manufacture of products on the List of key mechanical products as decided by the Prime Minister.

9. Manufacture of key chemical industry products as per the law on chemicals.

10. Construction of artificial intelligence data centers; development of artificial intelligence systems; research and development, design, manufacture, packaging, and testing of semiconductor chips; construction of green finance data centers.

11. Projects on investment in construction and commercial operation of infrastructure of concentrated digital technology zones.

12. Investment projects in the field of digital technology within concentrated digital technology zones.

13. Innovative start-up projects in the digital technology industry.

14. Investment in construction of digital technology industry infrastructure.

15. Production of raw materials, materials, equipment, machinery and instruments for the semiconductor industry on the List of raw materials, materials, equipment, machinery and instruments for the semiconductor industry encouraged for research and production investment.

16. Projects on development of industry linkage clusters and value chains, attraction of investment featuring modern governance, high added value, spillover effects, connection of global production and supply chains.

II. AGRICULTURE

1. Forest planting, tendering, nurturing, protection and development, development of production forests in wasteland and bare hills, planting of large timber forests and conversion of small timber forests into big timber forests; development of non-timber forest products, restoration of natural forests.

2. Cultivation and breeding, processing and preservation of agriculture, forestry and aquaculture products, processing of non-timber forest products.

3. Production, propagation and crossbreeding of plants, domestic animals, aquatic breeds, development of hi-tech forest tree cultivars.

4. Salt production, harvesting and refining.

5. Offshore fishing using progressive fishing methods and gears; fishing logistics services; construction of fishing vessel building facilities and building of fishing vessels.

6. Marine rescue services.

7. Investment in research and production of biotechnology products used to make food.

8. Production of sawmill products; production of artificial planks, including: plywood, joinery planks, MDF.

III. ENVIRONMENTAL PROTECTION AND CONSTRUCTION OF INFRASTRUCTURE

1. Centralized collection, treatment, recycling and reuse of waste.

2. Construction and commercial operation of infrastructure in industrial parks, export-processing zones, concentrated digital technology zones, hi-tech zones, functional sub-zones of economic zones.

3. Investment in development of water plants, investment in exploitation of water supplied for domestic activities and production, water supply and drainage systems; power plants; bridges, roads; investment in development, operation, and management of railway infrastructure works, railway transport business, railway industry, and training of railway human resources; airports, seaports, inland waterway ports; aerodromes, terminals and other specially important infrastructure works as decided by the Prime Minister.

4. Development of public transport in urban areas.

5. Investment in construction, management and commercial operation of markets in rural areas.

6. Investment in development, operation and management of infrastructure works of industrial clusters.

IV. CULTURE, SOCIAL AFFAIRS, SPORTS AND HEALTH

1. Construction of social housing and resettlement housing.

2. Investment in development of specialty healthcare and preventive healthcare; investment in n commercial operation of epidemic prevention and control facilities.

3. Scientific research into preparation technology and biotechnology for production of new drugs, new veterinary drugs, vaccines, biological preparations for veterinary use.

4. Production of medicinal materials and major drugs, essential drugs, drugs for prevention and treatment of social diseases, vaccines, medical biologicals, drugs from herbal materials, traditional drugs; drugs of which patents or related exclusive licenses are about to expire; application of progressive technologies and biotechnologies to produce drugs for human use according to international GMP standards; production of packages in direct contact with drugs.

5. Investment in methadone production facilities.

6. Investment in commercial operation of high-performance sports training centers and sport training centers for persons with disabilities; construction of sports facilities with equipment suitable for international competitions; professional sports training and competition facilities.

7. Investment in commercial operation of geriatrics centers, psychiatry centers, centers for treatment of Agent Orange victims; centers for the care of older persons, persons with disability, orphans, homeless children.

8.  Investment in commercial operation of treatment – education – social labor centers; smoking cessation centers; HIV/AIDS treatment centers; public and private drug rehabilitation centers; commune-level drug addiction rehabilitation consulting and support centers.

9. Investment in commercial operation of national museums, ethnic groups’ cultural houses; traditional dance, music and song troupes; theaters, film studios, film printing facilities; fine art and photography exhibition centers; manufacture and repair of traditional musical instruments; maintenance and conservation of museums, ethic groups’ cultural houses and fine art schools; facilities and craft villages for introduction and development which introduce and develop traditional crafts; investment in commercial operation of various forms of folk performance arts; investment in the National Library of Vietnam, public libraries of provinces and central-affiliated cities and important libraries.

10. Investment in facilities for protection of sex workers from gender-based violence in the community.

11. Research into and development of technologies, manufacture or transfer of technologies for the manufacture of herbal drugs and traditional drugs from domestic herbal materials, active ingredients, new drugs, original brand-name drugs, rare drugs, the first domestically manufactured generic drugs, high-tech drugs, vaccines, biologicals; cultivation of herbal materials in disadvantaged areas or extremely disadvantaged areas; research for the conservation and development of domestic rare, precious, and endemic genetic resources of herbal materials; creation of new varieties from genetic resources of herbal materials of high economic value under projects on investment in establishment (including the expansion of such establishment project) that satisfy the conditions prescribed in clause 2 Article 8 of the Law on Pharmacy.

V. OTHER PROJECTS

Projects included in the List of works and projects of national significance and key sectoral works and projects approved by the Prime Minister.

B. BUSINESS LINES ELIGIBLE FOR INVESTMENT INCENTIVES

I. SCIENCE AND TECHNOLOGY, ELECTRONICS, MECHANICAL ENGINEERING, PRODUCTION OF MATERIALS, INFORMATION TECHNOLOGY

1. Investment in research and development (R&D).

2. Manufacture of steel billets from iron ore, high-grade steel, alloys.

3. Manufacture of coke, activated carbon.

4. Manufacture of energy-saving products.

5. Manufacture of petro-chemicals, pharmaco-chemicals, basic chemicals and rubber.

6. Manufacture of products with an added value of 30% or more.

7. Manufacture of automobiles and their accessories, shipbuilding.

8. Manufacture of electronic accessories and components and electronic sub-assemblies not in List A of this Appendix.

9. Manufacture of tools, machinery, equipment, spare parts and machines serving agricultural and forestry production, aquaculture, salt production, food processing machines, irrigation equipment not on List A of this Appendix.

10. Manufacture of asbestos substitute materials.

11. Manufacture of lightweight unbaked building materials (with a density of less than 1000 kg/m³).

12. Investment in making use of excess heat from exhaust gas for power generation by building material production facilities for the purpose of energy saving and environmental protection.

13. Manufacture of artificial crushed sand as substitute for natural sand.

14. Investment in treatment and use of refuse from thermal power plants, chemical fertilizer plants and metallurgical plants to make building materials.

15. Investment in treatment and use of domestic waste as fuel for manufacture of building materials.

16. Investment in manufacture of equipment, supplies and spare parts in the production of cement; glass; ceramic tiles, refractory materials; investment in manufacture of building materials as substitutes for building materials manufactured by using obsolete technology.

17. Manufacture of environment-friendly vehicles.

18. Manufacture of diesel-powered locomotives; cargo carriages with payload capacity of 30 tonnes or more; high-grade passenger carriages with a design speed of 100 km/h; spare parts of railroad locomotives and carriages in the railway sector.

19. Manufacture and processing of minerals for use as building materials.

20. Production and trading of products formed from scientific and technological outcomes of science and technology enterprises.

21. Production of digital technology products.

22. Provision of digital technology services.

23. Manufacture of products on the List of dual-use technologies as decided by the Prime Minister.

II. AGRICULTURE

1. Cultivation, collection and processing of herbal materials; preservation and conservation of genetic resources and precious, rare and endemic species of herbal materials.

2. Production and processing of animal feeds and aquatic fees.

3. Scientific and technical services relevant to crop cultivation, animal husbandry, aquaculture, protection of plants and domestic animals.

4. Construction, renovation and upgrading of centralized industrial-scale livestock and poultry slaughterhouses; animal product preserving and processing establishments; livestock and animal product auction establishments.

5. Construction and development of centralized material zones serving processing industry.

6. Exploitation of aquatic resources.

7. Investment in production of biological pesticides, production of organic and biological fertilizers, scientific research and technology transfer for development of biological pesticides, organic and biological fertilizers.

8. Cultivation and breeding, and processing of agricultural, forestry and aquaculture products in the form of product chain-based linkage; cultivation and breeding, and processing of agricultural, forestry and aquaculture products in the form of organic agriculture production.

9. Production of handicrafts, bamboo and rattan products, ceramics, glass, textile and garment, yarns, embroidery and weaving products.

10. Scientific research and technological development in the field of agricultural science.

11. Breeding of domestic animal breeds, preservation of genetic resources of precious and rare livestock breeds and indigenous livestock breeds.

12. Production of medicinal materials, plant protection products, pesticides; prevention and treatment of animal and aquatic animal diseases.

13. Production of veterinary drugs and materials for manufacture of veterinary drugs, storage of veterinary drugs; manufacture of equipment and instruments used in veterinary medicine.

III. ENVIRONMENTAL PROTECTION AND CONSTRUCTION OF INFRASTRUCTURE

1. Construction and development of infrastructure of industrial clusters.

2. Construction of apartment buildings for workers in industrial zones, export processing zones, hi-tech zones, economic zones; construction of condominiums for students and housing for social policy beneficiaries; investment in construction of functional urban areas (including kindergartens, schools, hospitals) for workers.

3. Investment in construction, renovation and upgrading of wholesale markets.

4. Response to oil spills, mountain, dike, riverbank, coastal, dam and reservoir erosion, and other environmental emergencies; application of technologies that reduce gas emissions causing the glass-house effect and affecting the ozone layer.

5. Investment in commercial operation of goods fair and exhibition center, logistics centers, inland container depots, goods storage facilities, supermarkets, shopping malls.

6. Manufacture and supply of environmental monitoring equipment, on-site domestic waste treatment equipment, environment-friendly products and services that are granted a Vietnam Ecolabel certificate in accordance with the law on environmental protection.

7. Production of environmental industry equipment and products on the List of environmental industry technologies, equipment and products decided by the Prime Minister.

8. Investment in commercial operation of technology incubators, science and technology enterprises in accordance with the law on technology.

9. Investment in commercial operation of innovation, research and development centers.

10. Centralized treatment of domestic waste with a design capacity of at least 2,500 m³/day (24 hours) in urban areas of class IV or higher.

11. Centralized collection, transport and treatment of normal solid waste.

12. Treatment and co-incineration of hazardous waste.

13. Treatment and renovation of polluted environmental areas in public areas.

14. Response to and handling of oil spills, chemical emergencies and other environmental emergencies.

15. Construction of infrastructure for environmental protection in industrial zones, industrial clusters and craft villages.

16. Relocation and repurposing of facilities causing serious environment pollution.

17. Environmental monitoring.

18.  Investment in construction of cemeteries, crematoria and electric crematoria.

19. Assessment of environmental damage; assessment of environmental health; environmental assessment of imported scraps, machinery, equipment and technologies.

20. Production and application of environmental protection inventions protected by the State with patents for inventions or patents for utility solutions.

21. Manufacture of environment-friendly products that are granted Vietnam Green Label by the Ministry of Agriculture and Environment; products from recycling and treatment of solid waste (domestic, industrial and hazardous waste) by waste treatment facilities.

22. Production of petrol, diesel fuels and bio-fuels granted certificates of conformity; bio-coals; wind power, solar power, tidal power, thermal power and other renewable energies.

23. Manufacture and import of specialized machinery, equipment and vehicles to be directly used in collection, transport and treatment of waste; equipment for automatic and continuous monitoring of wastewater and exhaust gas; equipment for measuring, sampling and analysis of environment; production of renewable energies; environment pollution control; response to environmental emergencies.

24. Service, production and business activities of environment-friendly facilities granted an ecolabel certificate by the Ministry of Agriculture and Environment.

25. Manufacture of water-saving products, equipment and technologies.

IV. EDUCATION, CULTURE, SOCIAL AFFAIRS, SPORTS AND HEALTH

1. Investment in commercial operation of infrastructure of educational institutions; investment in establishment of non-public and private educational institutions at all levels and training levels: pre-primary education, general education, vocational education, higher education.

2. Manufacture of medical devices, construction of warehouses for preservation of pharmaceuticals and reserves of drugs for human use in preparation for disasters and dangerous epidemics.

3. Investment in laboratories for biology testing and evaluation of bioavailability of drugs; pharmaceutical facilities satisfying good manufacturing practice for drug manufacturing, preservation, testing and clinical trial.

4. Investment in research into and proving of scientific foundations of oriental and traditional remedies, and establishment of standards for clinical trial of oriental and traditional remedies.

5. Investment in commercial operation of physical training and sports centers, training facilities and physical training and sports clubs, stadiums, swimming pools; establishments for manufacture, fabrication and repair of equipment, supplies and equipment for physical training and sports.

6. Investment in commercial operation of commune-level public libraries, specialized libraries, university libraries, libraries of educational institutions, community libraries, private libraries serving communities and development of reading culture serving lifelong learning.

7. Investment in development of vocational education accreditation organizations and manufacture of vocational education equipment.

8. Training of human resources in the fields of science, technology, innovation, and national digital transformation.

V. OTHER BUSINESS LINES

1. Operation of people’s credit funds and microfinance institutions.

2. Publishing of electronic publications.

3. Investment in commercial operation of distribution chains of small and medium-sized enterprises (SMEs); investment in incubation facilities for SMEs; investment in commercial operation of facilities providing technical assistance for SMEs; investment in commercial operation of co-working spaces for small and medium-sized innovative start-up enterprises in accordance with the law on assistance for SMEs.

4. Innovative start-up investment.