Decree 31.2021

DECREE 31
WITH DETAILED REGULATIONS

FOR IMPLEMENTATION OF THE
LAW ON INVESTMENT
26 March 2021
CONTENTS
General Provisions....................................................................................................................................... 7
Article 1Governing scope...................................................................................................................... 7
Article 2Definitions................................................................................................................................ 7
Article 3Guarantees of the State for implementation of investment projects.........................................8
Article 4Guarantee of investment incentives in event of changes in law...............................................8
Article 5Language to be used in application files for implementation of investment procedures..........9
Article 6Receipt of application files and resolution of procedures relevant to investment activities......9
Article 7Processing false application files........................................................................................... 10
Article 8Responsibilities to disclose and provide information about investment projects....................10
Article 9Regime on resolving investors' difficulties and on preventing disputes as between the State
and investors.................................................................................................................. 10
Business Investment Industries and Trades............................................................................................11
Section 1...................................................................................................................................................... 11
Industries and Trades in which Business Investment is Prohibited, and Industries and Trades in
which Business Investment is Conditional..............................................................................................11
Article 1Industries and trades in which business investment is prohibited [Prohibited industries and
trades]............................................................................................................................ 11
Article 2Industries and trades in which business investment is conditional [Conditional industries and
trades], and business investment conditions..................................................................11
Article 3Review, collation and announcement of business investment conditions..............................12
Article 4Proposals to amend or add to the conditional industries and trades and to the business
investment conditions..................................................................................................... 12
Article 5Review and assessment of the status of implementation of provisions on conditional
industries and trades...................................................................................................... 12
Section 2...................................................................................................................................................... 13
Industries and Trades, and Market Approach Conditions for Foreign Investors..................................13
Article 6Industries and trades for which market approach is restricted for foreign investors...............13
Article 7List of entities to which the List of restricted market approach industries and trades applies 13
Article 8Principles for application of the restrictions on market approach by foreign investors...........13
Article 9Publication and updating of conditions on market approach applicable to foreign investors..14
Investment Incentives and Support.......................................................................................................... 15
Article 1Objects entitled to investment incentives...............................................................................15
Article 2Principles for application of investment incentives.................................................................16
Article 3Determining the investment incentive area if there is a change of administrative boundaries
....................................................................................................................................... 17
Article 4Amending investment incentives........................................................................................... 18
Article 5Procedures for application of investment incentives..............................................................18
Article 6Issuing, amending and supplementing the list of preferential investment industries and trades
and the list of preferential investment geographical areas..............................................18
 Allens - Vietnam Laws Online Database on www.vietnamlaws.com

Implementation of Investment Projects.................................................................................................... 19
Section 1...................................................................................................................................................... 19
General Provisions on Implementation of Investment Projects.............................................................19
Article 1Guarantee [or security] for performance of the investment project........................................19
Article 2Procedures for providing the security for performance of the investment project..................19
Article 3Operational duration of investment projects...........................................................................21
Article 4Determining the value of investment capital; inspecting the value of investment capital, and
inspecting machinery, equipment and technological lines..............................................22
Section 2...................................................................................................................................................... 23
Investment Policy Approval and Selection of Investor...........................................................................23
Article 5Investment policy approval and selection of investor.............................................................23
Article 6Procedures for approval of investor.......................................................................................24
Article 7Application file and procedures for formulation and evaluation of a request for investment
policy approval............................................................................................................... 26
Article 8Procedures for investment policy approval by the Prime Minister..........................................27
Article 9Authority, sequence and procedures for investment policy approval by the provincial people's
committee....................................................................................................................... 29
Section 3...................................................................................................................................................... 30
Procedures for issuance, amendment or revocation of the investment registration certificate [IRC] 30
Article 10Authority for issuance, amendment or revocation of the investment registration certificate
[IRC]............................................................................................................................... 30
Article 11Procedures for issuance and amendment of the IRC if the project is in the category
requiring investment policy approval..............................................................................30
Article 12Procedures for issuance and amendment of the IRC if the project is not in the category
requiring investment policy approval..............................................................................31
Article 13Investment project code numbers........................................................................................ 31
Article 14Conduct of investment procedures on the national information system on investment........31
Article 15Online application file for issuance or amendment of an IRC..............................................32
Article 16Sequence and procedures for online issuance or amendment of the IRC on the national
information system on investment..................................................................................32
Article 17Procedures for reissuance of an IRC and editing of information in an IRC..........................33
Article 18Registration to return [hand in] the IRC................................................................................33
Section 4...................................................................................................................................................... 33
Amendment of investment project............................................................................................................ 33
Article 19Contents of and procedures for amendment of an investment project.................................33
Article 20Procedures for amendment of an investment project for which the Prime Minister provides
investment policy approval............................................................................................. 33
Article 21Procedures for amendment of an investment project for which the provincial people's
committee provides investment policy approval.............................................................34
Article 22Procedures to amend an investment project for which the management board of the
industrial zone, export processing zone, high-tech zone or economic zone provides
Article 23Procedures for amendment of the investment project when an IRC has been issued but the
project is not in the category requiring investment policy approval.................................34
Article 24Amendment of an investment project where the investor assigns a part of or the entire
investment project.......................................................................................................... 34
Article 25Amendment of an investment project where the investor receives an assignment of the

investment project being security property.....................................................................36
Article 26Amendment of an investment project in a case of its division, demerger or merger with
another project............................................................................................................... 37
Article 27Amendment of an investment project in a case of separation, division, consolidation, merger
or conversion of type of economic organization.............................................................37
Article 28Amendment of an investment project in a case of use of the land use right and/or assets
attached to the land belonging to the project in order to contribute capital to an
enterprise....................................................................................................................... 38
Article 29Amendment of a project in a case of use of a land use right and/or assets attached to the
land belonging to the investment project in order to conduct business cooperation.......39
Article 30Amendment of an investment project pursuant to a verdict or decision of a court or arbitrator
....................................................................................................................................... 40
Article 31Amendment and extension of the operational term of an investment project.......................41
Section 5...................................................................................................................................................... 41
Procedures for suspending or terminating the operation of an investment project............................41
Article 32Conditions and procedures for suspending operation of an investment project...................41
Article 33Conditions and procedures for terminating operation of an investment project...................42
Article 34Termination of the operation of an investment project when the IRA is unable to contact the
investor........................................................................................................................... 43
Article 35Termination of the operation of an investment project when the investor conducts
investment activities on the basis of a forged civil transaction as prescribed by civil law
....................................................................................................................................... 43
Article 36Termination of the operation of an investment project pursuant to a verdict or decision of a
court or arbitrator............................................................................................................ 43
Section 6...................................................................................................................................................... 44
A number of provisions regarding investment activities in an industrial zone, export processing
zone, hi-tech zone and economic zone..................................................................................................... 44
Article 37Investment for construction and commercial operation of infrastructure of an industrial zone,
export processing zone, hi-tech zone or economic zone................................................44
Article 38Procedures for an investment project in an industrial zone, export processing zone, hi-tech
zone or economic zone.................................................................................................. 44
Establishment of an Economic Organization and Conduct of Investment Activities by Foreign
Investors...................................................................................................................................................... 44
Article 1Establishment of an economic organization by a foreign investor.........................................44
Article 2Implementation of an investment project and business investment activities of an economic
organization with foreign investment capital [FIC]..........................................................45
Article 3Conditions and principles for conduct of investment activities in the form of capital
contribution, or purchase of shares or a capital contribution portion..............................45
Article 4Procedures for conducting investment activities in the form of capital contribution, purchase
of shares or of a capital contribution portion by a foreign investor..................................46
Article 5Procedures for establishment, capital contribution, purchase of shares or a capital
contribution portion in a small or medium sized enterprise [SME] which is an innovative
start-up enterprise or an innovative start-up investment fund.........................................47
Offshore Investment Activities.................................................................................................................. 47
Section 1...................................................................................................................................................... 47
General provisions..................................................................................................................................... 47
Article 1Investors eligible to conduct offshore investment activities [are as follows:]..........................47
Article 2Sources of offshore investment capital [comprise:]................................................................47

Article 3Offshore investment by an economic organization with FIC in Vietnam................................48
Article 4Offshore investment by State owned enterprise [SOEs]........................................................48
Article 5Industries and trades in which offshore investment is conditional..........................................48
Article 6Data determining the location for implementation of the offshore investment project............48
Article 7Data determining the form of the offshore investment...........................................................49
Section 2...................................................................................................................................................... 49
Procedures for issuance and amendment of an offshore investment registration certificate [IRC] in
the case of projects requiring offshore investment policy approval.....................................................49
Article 8Application file for issuance of an offshore IRC for a project requiring offshore investment
policy approval............................................................................................................... 49
Article 9Sequence and procedures for issuance of an offshore IRC for a project requiring offshore
Article 10Application file, sequence and procedures for amendment of an offshore IRC for a project
requiring offshore investment policy approval................................................................50
Section 3...................................................................................................................................................... 51
Procedures for issuance and amendment of an offshore IRC in the case of a project not requiring
offshore investment policy approval........................................................................................................ 51
Article 11Application file, sequence and procedures for issuance of an offshore IRC for a project not
requiring offshore investment policy approval................................................................51
Article 12Application file, sequence and procedures for amendment of an offshore IRC for a project
not requiring offshore investment policy approval...........................................................52
Article 13Online issuance and amendment of an offshore IRC...........................................................53
Article 14Procedures for reissuance and editing of information on an offshore IRC...........................53
Section 4...................................................................................................................................................... 53
Commencement of implementation of investment projects...................................................................53
Article 15Remittance of investment capital overseas..........................................................................53
Article 16Implementation of the regime on reporting an offshore investment.....................................54
Article 17Financial obligations............................................................................................................ 54
Article 18Sending Vietnamese employees to work in an offshore investment project........................54
Article 19Ending offshore investment activities...................................................................................54
Article 20Application file, sequence and procedures for terminating the effectiveness of an offshore
IRC................................................................................................................................. 54
Investment Promotion................................................................................................................................ 55
Article 1Contents of investment promotion activities...........................................................................55
Article 2Methods of promoting investment promotion activities..........................................................55
Article 3Coordinating investment promotion activities.........................................................................56
Article 4Investment promotion agencies.............................................................................................56
Article 5National investment promotion program................................................................................56
Article 6Investment promotion programs of ministries, ministerial equivalent agencies and provincial
people's committees....................................................................................................... 57
Article 7Investment promotion during high level diplomatic affairs of the State..................................57
Article 8Coordination between investment promotion activities and commercial, tourism, diplomatic
and economic promotion activities.................................................................................58
Article 9Non-State funded investment promotion activities.................................................................58
Article 10Funding for investment promotion activities.........................................................................58
State Administration of Investment........................................................................................................... 58

Section 1...................................................................................................................................................... 58
Duties and powers of ministries, ministerial equivalent agencies, provincial people's committees
and related agencies.................................................................................................................................. 58
Article 1State administration of investment activities in Vietnam........................................................58
Article 2State administration of offshore investment activities............................................................59
Article 3Duties and powers of investment promotion agencies...........................................................61
Section 2...................................................................................................................................................... 61
Regime on reporting investment activities, investment promotion activities and operation of the
national information system on investment.............................................................................................61
Article 4Contents of reports and timing of reports by State administrative agencies for investment...61
Article 5Contents of reports and timing of reports by economic organizations implementing
investment projects........................................................................................................ 62
Article 6Contents of reports and timing of reports on investment promotion.......................................62
Article 7Reporting methods................................................................................................................ 63
Article 8Regime on coordinating management and operation of the national information system on
investment...................................................................................................................... 63
Implementing Provisions........................................................................................................................... 63
Section 1...................................................................................................................................................... 63
Amendment and additions to a number of Decrees relating to business investment..........................63
Article 1Amendments to Decree 46/2014/ND-CP dated 15 May 2014 regulating collection of land and
water surface rent........................................................................................................... 63
Article 2Amendments to Decree 52/2020/ND-CP dated 27 April 2020 on investment in construction
and commercial operation of golf courses......................................................................64
Article 3Amendments to Decree 25/2020/ND-CP dated 28 February 2020 with detailed regulations
for implementation of the law on tendering regarding selection of investor....................64
Article 4Amendments to Decree 96/2014/ND-CP dated 1 July 2016 regulating the conditions on
security and order applicable to a number of conditional business investment industries
and trades...................................................................................................................... 64
Article 5Amendments to Decree 82/2018/ND-CP dated 22 May 2018 regulating management of
industrial zones and economic zones.............................................................................64
Article 6Amendments to Decree 11/2013/ND-CP dated 14 January 2013 regulating management of
investment in development of urban zones....................................................................64
Article 7Amendments to Decree 99/2003/ND-CP dated 28 August 2003 issuing the Rules on hi-tech
zones.............................................................................................................................. 65
Article 8Amendments to Decree 94 dated 21 August 2020 regulating the preferential regime and
policies applicable to the national innovative renovation centre.....................................66
Section 2...................................................................................................................................................... 66
Transitional provisions............................................................................................................................... 66
Article 9Processing valid application files lodged prior to the effective date of the Law on Investment
[1 January 2021]............................................................................................................. 66
Article 10Processing valid files for residential housing projects and projects requiring tendering to
select the investor which were lodged prior to the effective date of the Law on
Investment...................................................................................................................... 67
Article 11Implementing investment projects which [commenced] implementation before the effective
date of the Law on Investment.......................................................................................68
Article 12Amendment of investment projects implemented prior to the effective date of the Law on
Investment...................................................................................................................... 69
Article 13Implementation of investment projects on the List of conditional offshore investment

industries and trades as prescribed in the Law on Investment.......................................70
Article 14Conduct of investment activities by economic organizations with FIC which were
established prior to the effective date of the Law on Investment....................................71
Article 15Conducting procedures to select an investor in the form of auction of the land use right prior
to the effective date of the Law on Investment...............................................................71
Article 16Conducting procedures for selection of investor in the form of tendering prior to the effective
Article 17Implementing other projects in the BT contract form (build-transfer)...................................72
Article 18Security for project performance in the case of projects implemented prior to the effective
Article 19Amendment of a project with a commitment to transfer assets without compensation to the
State of Vietnam or to the Vietnamese party..................................................................73
Article 20Dealing with assets after their transfer to the State of Vietnam or the Vietnamese party
without compensation..................................................................................................... 74
Article 21Organization and operation of enterprises issued with an investment licence or investment
registration certificate [IRC] (concurrently the business registration certificate).............74
Article 22Exchange for an IRC and enterprise registration certificate [ERC]......................................74
Article 23Change of business registration contents in an investment licence or IRC (concurrently the
business registration certificate).....................................................................................75
Article 24Temporary suspension of business, termination of operation, restructuring or dissolution of
an enterprise operating pursuant to an investment licence or IRC (concurrently the
business registration certificate).....................................................................................75
Article 25Implementing investment promotion programs and activities..............................................76
Section 3...................................................................................................................................................... 76
Implementing provisions........................................................................................................................... 76
Article 26Effectiveness....................................................................................................................... 76
Article 27Responsibilities for implementation.....................................................................................76
GOVERNMENT SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
No. 31/2021/ND-CP
Ha Noi, 26 March 2021
DECREE
WITH DETAILED REGULATIONS
FOR IMPLEMENTATION OF THE
LAW ON INVESTMENT
Pursuant to the Law on Organization of the Government dated 19 June 2015 as amended by a Law dated
22 November 2019;
Pursuant to the Law on Investment dated 17 June 2020;
Pursuant to the Law on Enterprises dated 17 June 2020;
On the proposal of the Minister of Planning and Investment [MPI] 1,
The Government hereby issues this Decree with detailed regulations for implementation of the Law on
Investment.
1 Allens footnote: Square brackets contains translator's comments only.

CHAPTER 1
General Provisions
Article 1 Governing scope
1. This Law provides detailed regulations and guidelines for implementation of a number of articles of
the Law on Investment regarding business investment conditions; industries, trades and market
access conditions for foreign investors; business investment guarantees; investment incentives and
support; investment procedures; offshore investment activities; investment promotion; and State
administration of business investment activities in Vietnam and of offshore investment activities.
2. Separate Government Decrees apply to investment activities in a foreign country prescribed in article
52.1(d)2 of the Law on Investment; offshore investment in the petroleum sector; investment policy
approval from the National Assembly, and to supervision and assessment of investment.
3. This Decree applies to investors and to competent [authorized] State agencies; and to organizations
and individuals [entities] involved in business investment activities in Vietnam or offshore investment
activities.
Article 2 Definitions
In this Decree, the following terms are construed as follows:
1. Valid copy means a copy issued from an original book or a copy certified/authenticated as a copy
from the original by a competent agency or organization or from a national database where original
information is stored in the national databases on population, enterprise registration and investment.
2. Original set means a set of an application file to conduct investment procedures as prescribed in
clause 7 of this article comprising documents being originals or valid copies unless they are
documents in a foreign language enclosing a Vietnamese translation.
3. National investment portal is part of the national investment information system used to conduct
procedures for issuance and amendment of investment registration certificates [IRC] and offshore
IRCs; to publish and update legal instruments, policies and market access conditions for foreign
investors; to update and exploit information about investment promotion and foreign investment
activities in Vietnam, offshore investments, development of industrial zones and economic zones,
and State administration of investment activities.
4. Agency applying investment incentives includes tax offices, financial agencies, customs offices and
other agencies with authority corresponding to each type of investment incentive.
5. International treaty on investment means an international treaty effective as regards Vietnam and of
which the State or Government of the Socialist Republic of Vietnam is a member and which regulates
the rights and obligations of the State or the Government of the Socialist Republic of Vietnam
regarding investment activities of investors of any country or territory which is a member of such
treaty, comprising:
(a) Bilateral and multilateral agreements on 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) which
the State of the Socialist Republic of Vietnam signed on 7 November 2006;
(d) Other international treaties regulating the rights and obligations of the State or Government of the
Socialist Republic of Vietnam in relation to investment activities.
6. Valid application file means an application file containing all the documents required by the Law on
Investment and this Decree where the contents of such documents are fully declared in accordance
with law.
7. Application file for implementation of investment procedures means an application file prepared by an
investor or competent State agency in order to conduct procedures for issuance or amendment of an
investment policy approval decision, an IRC or offshore IRC, and other relevant procedures in order
to conduct investment activities in accordance with the provisions of the Law on Investment and this
Decree.
8. Other area affecting national defence and security means any area determined in accordance with
the provisions of the law on national defence and security, comprising:
(a) Any area with national defence and security works [buildings], a military zone, restricted or
protected zone, safety corridor of national defence works or of a military zone in accordance with
the law on protection of national defence works and military zones;
(b) Any area bordering [works being] important political, economic, diplomatic, scientific and technical,
cultural or social targets which are guarded by the police force pursuant to the law on security
guards;
2 Allens footnote: Article 52.1(d) regulates purchase or sale of securities or other valuable papers or investment via securities
investment funds or other intermediary financial institutions in a foreign country.

(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) Eco-defence zones pursuant to Government regulations on combining national defence with
socio-economic matters;
(dd) Any area with a military or defence value pursuant to a decision of the Prime Minister approving the
overall master plan on arranging defence in association with socio-economic development;
(e) Any area in which foreign organizations and individuals are not permitted to own housing pursuant
to the law on residential housing, aimed at ensuring national defence and security.
9. The Law on Enterprises is Law 59 passed by Legislature XIV of the Socialist Republic of Vietnam at
its 9th session on 17 June 2020.
10. The Law on Enterprises of Year 2014 is Law 68/2014/QH13 passed by Legislature XIII of the
Socialist Republic of Vietnam at its 8th session on 26 November 2014.
11. The Law on Investment is Law 61/2020/QH14 passed by Legislature XIV of the Socialist Republic of
Vietnam at its 9th session on 17 June 2020.
12. The Law on Investment of Year 2014 is Law 67/2014/QH13 passed by Legislature XIII of the Socialist
Republic of Vietnam at its 8th session on 26 November 2014 as amended by Law 90/2015/QH13,
Law 03/2016/QH14, Law 04/2017/QH14, Law 28/2018/QH14 and Law 42/2019/QH14.
13. Vietnamese industries and trades without market access commitments means industries and trades
which pursuant to international treaties on investment Vietnam has not made commitments or has
reserved the right to issue measures inconsistent with the obligations on market access, obligations
regarding national treatment or non-discrimination as between domestic investors and foreign
investors as regulated in such international treaties on investment.
14. Economic organization in a foreign country prescribed in Chapter VI of this decree means economic
organizations incorporated in accordance with the law of a nation or territory where Vietnamese
investors conduct investment activities [and] investment projects in which Vietnamese investors have
capital contributions or other capitals in accordance with the law of such nation or territory.
15. Investor's legal status document means a valid copy of the investor's personal identification
document or document certifying the establishment and operation of an economic organization,
comprising:
(a) Personal identification number [PIN] for an individual who is a Vietnamese citizen or valid copy of
one of the following documents: people's identity card, citizen's card, valid passport or other
personal identification document;
(b) Valid copy of one of the following documents: enterprise registration certificate [ERC],
establishment certificate, establish decision or other document with equivalent legal value in the
case of an organization.
16. Rural area means an area with administrative boundaries excluding any area of the ward of a town,
city or urban district.
Article 3 Guarantees of the State for implementation of investment projects
1. Based on the conditions for socio-economic development and the requirements for attracting
investment in each period, and based on the objective, scale and nature of an investment project
["project"], the Prime Minister shall consider and decide on the form and contents of the State
guarantees to implement any investment project within the authority of the National Assembly or
Prime Minister and any other important infrastructure development project when requested by a
ministry, ministerial equivalent agency or people's committee of a province or city under central
authority.
2. The guarantees of the State to implement investment projects as prescribed in clause 1 above are
considered and applied in the following forms:
(a) Support for a part of foreign currency balancing on the basis of the foreign exchange control policy
and ability to balance foreign currencies in each period;
(b) Other forms of guarantee of the State as decided by the Prime Minister.
3. Investors and project enterprises investing in the public private partnership form [PPP] shall be
considered for application of investment guarantees as prescribed in Chapter 2 of the Law on
Investment and the law on investment in the PPP form.
Article 4 Guarantee of investment incentives in event of changes in law
1. If a legal instrument is issued containing a provision which changes the investment incentives
currently applicable to investors prior to the effective date of such instrument, then investors are
guaranteed that the investment incentives shall be implemented in accordance with article 13 of the
Law on Investment.
2. The investment incentives guaranteed pursuant to clause 1 above comprise:

(a) The investment incentives prescribed in the investment licence, business licence, investment
incentives certificate, investment certificate, investment registration certificate [IRC], investment
policy decision, decision approving the investment policy or other document issued by an
authorized person or competent State agency and applicable in accordance with law.
(b) Investment incentives to which an investor is entitled in accordance with law not falling within the
cases prescribed in sub-clause (a) above.
3. An investor wishing to apply the investment guarantee measures prescribed in article 13.43 of the
Law on Investment shall send a written request to the investment registration agency [IRA] enclosing
one of the following namely investment licence, business licence, investment incentives certificate,
investment certificate, IRC, investment policy decision, decision approving the investment policy or
other document issued by an authorized person or competent State agency with provisions on
investment incentives (if any). The request shall comprise the following contents:
(a) Name and address of the investor;
(b) Investment incentives stipulated in the legal instrument prior to the effective date of the new legal
instrument comprising the type of incentive, the conditions for entitlement to it, and the level (if any)
of the incentive;
(c) The contents of the new or amended legal instrument whose provisions change the investment
incentives applicable to the investor as referred to in sub-clause (b) above;
(d) Proposal from the investor on application of which measures prescribed in article 13.4 of the Law
on Investment.
4. The IRA shall make a decision on application of investment guarantee measures proposed by the
investor within thirty (30) days after receipt of a valid application file as prescribed in clause 3 above,
but if the request exceeds its authority, then the IRA shall make a submission to the [higher level]
State agency to consider and make a decision.
Article 5 Language to be used in application files for implementation of investment procedures
1. Application files for implementation of investment procedures and other documents and reports sent
to the competent State agency must be in Vietnamese.
2. Any application file for implementation of investment procedures with documents in a foreign
language must contain a Vietnamese translation [obtained by] the investor.
3. If any document or data in an application file for implementation of investment procedures is in both
Vietnamese and a foreign language, then the Vietnamese version shall be used for conduct of the
investment procedures.
4. The investor is responsible for any discrepancy between the translation or a copy and the original,
and for any discrepancy between the Vietnamese and foreign language versions.
Article 6 Receipt of application files and resolution of procedures relevant to investment activities
1. Application files are received and procedures relating to investment activities of investors are
resolved as follows:
(a) Investors are legally liable for the legality, accuracy and truthfulness of the contents of files and
documents they send to competent State agencies;
(b) Agencies receiving application files are responsible to check the validity of the file and not to
request the investor to lodge any additional document other than those prescribed as part of an
application file in the Law on Investment and in this Decree;
(c) If there is a requirement to change or amend an application file, the receiving agency shall provide
a written notice on one occasion to the investor regarding all of the items required to be amended
or supplemented in the one file set. Such notice must specify the reasons, contents and deadline
for amending or supplementing the application file, and investors are responsible to make such
amendments or additions to their files within the deadlines prescribed in the written notice from the
receiving agency. If any investor fails to amend or supplement its application file within the
prescribed deadline, then MPI or the IRA shall consider stopping resolution of the application and
provide written notice to the investor thereon;
(d) If there is a request to the investor to explain any contents of its application file, then MPI or the IRA
shall provide written notice to the investor specifying the deadline for providing the explanation, and
if the investor fails to provide such explanation, then MPI or the IRA shall consider providing written
notice to the investor stopping resolution of the application;
(dd) Any time taken to amend or supplement an application file or for the investor to provide an
explanation of relevant contents as prescribed in sub-clauses (c) and (d) above, and time taken to
3 Allens footnote: Article 13.4 provides that where the investor is not permitted to enjoy investment incentives because of a
change in a legal instrument for reasons of national defence and security, or environmental protection and so forth, then the
investor may be considered for application of measures such as deducting actual loss and damage suffered by the investor
from taxable income, changing the operational objectives of the investment project and so forth.

deal with an administrative breach (if any) in the investment sector is not included in the time -limits
for resolution of procedures prescribed in the Law on Investment and in this Decree;
(e) MPI or the IRA are responsible to provide written notice to an investor specifying the reasons in the
case of refusal to issue or amend the decision approving the investment policy, the decision
approving the investor, the IRC or offshore IRC, or any other administrative document regarding
investment as prescribed in the Law on Investment and in this Decree.
2. During the process of resolving application files for implementation of investment procedures,
opinions shall be taken from State agencies as follows:
(a) The requesting agency must identify the items on which an opinion is requested as appropriate to
the functions and duties of the agency from which the opinion is sought [the opinion provider] and
the time-limit for response in accordance with the Law on Investment and this Decree;
(b) The opinion provider is responsible, within the time-limit mentioned in sub-clause (a) above, to
respond and is liable for its opinion within the scope of its functions and duties; if on expiry of the
time-limit the opinion provider fails to respond, it is deemed to agree with the items within its
managerial scope.
3. Competent agencies and authorized persons are only liable for items assigned for their consent,
evaluation or approval or for resolution of other procedures related to investment activities in
accordance with provisions of the Law on Investment and this Decree; they are not liable for items
which they consented to, evaluated, approved or resolved previously.
4. MPI, the IRA and other State agencies shall not resolve disputes as between investors or disputes as
between investors with related organizations and individuals during the process of conduct of
investment activities.
5. Investors are liable in accordance with provisions of law and are liable for any loss and damage
arising in the event of their failure to conduct or correctly conduct the procedures prescribed in the
Law on Investment, this Decree and other relevant laws.
Article 7 Processing false application files
1. If any competent agency or organization, or person authorized by law determines that there are false
contents in an application file for implementation of investment procedures, then the investment
registration agency [IRA] shall conduct the following procedures:
(a) Provide written notice to the investor of its conduct in breach;
(b) Cancel, or notify the competent agency or authorized person to consider cancelling the investment
policy approval decision, the decision approving the investor, the IRC, the investment registration
certificate [IRC] or the offshore IRC and other relevant documents (hereinafter abbreviated as
documents and letters) issued on the first occasion or to cancel the content recorded in documents
and letters on the basis of false information;
(c) Restore documents and letters which were issued on the basis of the most recent valid application
file, and at the same time deal with the matter or report to the competent agency or authorized
person to deal with the matter in accordance with law.
2. Investors are legally liable for all loss and damage arising as a result of their falsifying the content of
application files or documents.
Article 8 Responsibilities to disclose and provide information about investment projects
1. The investment registration agency [IRA], the State administrative agencies for master planning,
natural resources and environment, construction, and other State administrative agencies are
responsible to fully disclose and publish master planning and lists of investment projects in
accordance with law.
2. If any investor requests provision of information about master planning, lists of investment projects or
other information relevant to investment projects, then the agencies prescribed in clause 1 above are
responsible to provide such information in accordance with their authority to the investor within five
(5) business days after receipt of the written request from the investor.
3. Investors have the right to use information as prescribed in clauses 1 and 2 above in order to
formulate application files and implement their investment projects.
Article 9 Regime on resolving investors' difficulties and on preventing disputes as between the State
and investors
1. Investors have the right, in the course of their business investment activities, to report to competent
State agencies difficulties and recommendations regarding application and enforcement of laws.
2. Competent State agencies are responsible to resolve investors' difficulties and recommendations in
accordance with law.
3. Investors have the right to make complaints or denunciations and to institute legal proceedings in
accordance with the law on complaints and denunciations; and to institute an administrative lawsuit in

accordance with the law on administrative procedures when there are grounds for believing that an
administrative decision or administrative act is contrary to law [and] infringes the lawful rights and
interests of the investor.
4. If there is a danger that any difficulty, recommendation, complaint, denunciation or institution of
proceedings may give rise to an international investment dispute, then the competent State agency
must promptly provide written notice to MPI, the Ministry of Justice and the Ministry of Foreign Affairs
for coordinated action in order to prevent such dispute.
5. If an international investment dispute arises, then coordinated resolution of same shall be carried out
in accordance with a decision of the Prime Minister on the regime for handling international
investment disputes.
6. MPI shall provide guidelines on implementation of the regime for processing and updating
information and reports reporting difficulties and making recommendations as prescribed in clause 1
above.
CHAPTER 2
Business Investment Industries and Trades
Section 1
Industries and Trades in which Business Investment is Prohibited, and Industries and Trades in
which Business Investment is Conditional
Article 1 Industries and trades in which business investment is prohibited [Prohibited industries and
trades]
1. Investors are not permitted to conduct business investment activities in the industries and trades
[prohibited by] article 6 of the Law on Investment.
2. Production and use of the products prescribed in sub-clauses (a), (b) and (c) of article 6.1 of the Law
on Investment during analysis, testing, scientific research, health care, pharmaceutical production,
crime investigation, and national offence and security protection is regulated as follows:
(a) The competent State agency may permit the production and use of drugs in accordance with
Government regulations on the list of drug substances and precursors, and in accordance with the
Single Convention on Narcotic Drugs of 1961 and the United Nations Convention against elicit
traffic in Narcotic Drugs and Psychotropic Substances of 1988;
(b) Regarding chemicals and minerals prohibited by the Law on Investment, the competent State
agency may permit their production and use in accordance with Government regulations on
managing chemicals pursuant to the Convention prohibiting the development, production,
possession, use and destruction of chemical weapons, and guidelines implementing the Rotterdam
Convention on the prior informed consent procedure for certain hazardous chemicals and
pesticides in international trade;
(c) Regarding species of wild flora and fauna prohibited by the Law on Investment, the competent
State agency may permit their exploitation in accordance with Government regulations on
managing endangered, precious and rare wild flora and fauna and in accordance with the
Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES).
3. The review and proposal for amendment or addition to and an assessment of the status of
implementation of the regulations on prohibited industries and trades as prescribed by article 6 of the
Law on Investment shall be implemented in accordance with the corresponding sequence and
procedures for conditional industries and trades as set out in articles 13 and 14 of this Decree.
Article 2 Industries and trades in which business investment is conditional [Conditional industries and
trades], and business investment conditions
1. Investors have the right to conduct business in the conditional industries and trades set out in
Appendix 4 of the Law on Investment as from when they satisfy all the conditions, which they must
continue to satisfy during the entire business investment process.
2. Investors who satisfy the business investment conditions are entitled to be issued with the forms of
documents prescribed in sub-clauses (a), (b), (c) and (d) of article 7.6 of the Law on Investment
(hereinafter all referred to as licences) or have the right to conduct business investment activities
when they satisfy the conditions prescribed in article 7.6(dd) of the Law on Investment. Any
competent State agency which refuses to issue, extend, amend or supplement a licence must
provide written notice to the investor setting out the reasons.

Article 3 Review, collation and announcement of business investment conditions
1. The Ministry of Planning and Investment [MPI] presides over coordination with other ministries and
line ministries in reviewing and collating the business investment conditions for announcement on the
national portal for enterprise registration.
2. The business investment conditions to be announced in accordance with clause 1 above comprise:
(a) The list of industries and trades in which business investment is conditional as set out in Appendix 4
of the Law on Investment;
(b) The bases for application of conditions to the industries and trades as referred to in sub-clause (a)
above;
(c) The conditions which individuals and economic organizations must satisfy in order to conduct
business investment activities in accordance with article 11.2 of this Decree.
3. The regulations in clause 2 above shall be updated in accordance with the following procedures if
there are any changes to the business investment conditions pursuant to a law or resolution of the
National Assembly, an ordinance or resolution of the National Assembly Standing Committee, a
Government decree or an international treaty on investment [all referred to as legal instruments]:
(a) Within five (5) busines days after the date on which any such legal instrument is signed, the
ministry or line ministry concerned shall send it to MPI for updating business investment conditions
on the national portal for enterprise registration;
(b) Within three (3) business days after receipt of such request, MPI shall update the business
investment conditions or the changed contents of same on the national portal for enterprise
registration.
Article 4 Proposals to amend or add to the conditional industries and trades and to the business
investment conditions
1. Ministries and line ministries may make a submission to the Government to amend or supplement the
conditional industries and trades or the business investment conditions depending on the status of
socio-economic development, the requirements for State administration in any one period, and
international treaties on investment.
2. Any proposal as referred to in clause 1 above shall be made as part of a request to formulate a legal
instrument in accordance with the provisions of the Law on Promulgation of Legal Instruments, with
the following contents:
(a) The industry, trade or business investment condition which it is proposed to amend or supplement;
(b) Analysis of the necessity for and the objective of such amendment or addition in compliance with
the provisions of article 7.1 of the Law on Investment;
(c) Bases for such amendment or addition and the proposed applicable entities;
(d) Assessment of the lawfulness and feasibility of such amendment or addition and its compliance
with international treaties on investment;
(dd) Assessment of the impact of such amendment or addition on the work of State administration and on
the business investment activities of the proposed applicable entities.
Article 5 Review and assessment of the status of implementation of provisions on conditional industries
and trades
1. Each year ministries and line ministries shall, depending on their requirements for State
administration, review and assess the status of implementation of the conditional industries and
trades and the business investment conditions within the scope of their managerial responsibility.
2. The contents of such review and assessment comprise:
(a) Assessment of the status of implementation of the provisions on conditional industries and trades
and the business investment conditions within the managerial function of such ministry, effective up
until the date of such review;
(b) Assessment of the effectiveness of implementation of such provisions and conditions, and any
difficulties arising;
(c) Assessment of any change in socio-economic conditions, techniques and technology, requirements
for administering industries and sectors and any other conditions impacting on implementation of
the provisions on conditional industries and trades and on the conditions themselves;
(d) Proposals (if any) on changes and additions to the conditional industries and trades and to the
conditions themselves.
3. Ministries and line ministries shall send their proposals with the contents prescribed in clause 2 to
MPI for collation and report to the Prime Minister.

Section 2
Industries and Trades, and Market Approach Conditions for Foreign Investors
Article 6 Industries and trades for which market approach is restricted for foreign investors
1. The industries and trades for which market approach is restricted for foreign investors and the
restrictions applicable to each industry and trade are regulated in laws and resolutions of the National
Assembly, ordinances and resolutions of the National Assembly Standing Committee, Government
decrees and international treaties on investment. Appendix 1 to this Decree sets out the list of
industries and trades for which market approach is restricted for foreign investors.
2. Market approach conditions applicable to foreign investors are in the forms prescribed in article 9.3 of
the Law on Investment and are published and updated in accordance with article 18 of this Decree.
3. In addition to the market approach conditions in respect of any industry and trade prescribed in
clauses 1 and 2 above, foreign investors and economic organizations with foreign investment capital
[FOC] when conducting business investment activities in Vietnam must also satisfy the following
conditions (if any) [if applicable]:
(a) Land use, employment of labour; use of natural resources and minerals;
(b) Production and supply of public goods and services or goods and services for which the State has
a monopoly;
(c) Ownership or commercial operation of housing and real estate;
(d) Application of forms of State assistance and subsidy to a number of industries and sectors or to
development of territorial areas and geographical locations;
(dd) Participation in programs and plans on equitization of State owned enterprises;
(e) Other conditions prescribed in laws and resolutions of the National Assembly, in ordinances and
resolutions of the National Assembly Standing Committee, in Government decrees and in
international treaties on investment which contain regulations prohibiting or restricting market
approach for economic organizations with FOC.
Article 7 List of entities to which the List of restricted market approach industries and trades applies
1. The List of restricted market approach industries and trades applies to:
(a) Foreign investors as defined in article 3.19 of the Law on Investment;
(b) Economic organizations as prescribed in sub-clauses (a), (b) and (c) of article 23.1 of the Law on
Investment when they invest in establishing another economic organization; or invest by making a
capital contribution, purchase of shares or purchase of a capital contribution portion in another
economic organization; or invest on the basis of a BCC contract.
(In this Section the entities prescribed in both sub-clauses (a) and (b) are both referred to as foreign
investors unless the context otherwise requires.)
2. Regarding business investment activities implemented in Vietnam, investors being Vietnamese
citizens who concurrently have foreign nationality may choose to apply the conditions on market
approach and investment procedures as applicable to either domestic investors or to foreign
investors; if they choose the former, then they are not permitted to exercise rights or discharge
obligations regulated as applicable to foreign investors.
Article 8 Principles for application of the restrictions on market approach by foreign investors
1. Apart from the industries and trades on the restricted List set out in Appendix 1 to this Decree, foreign
investors are permitted [to conduct] market approach in accordance with the same regulations as
apply to domestic investors.
2. Foreign investors are not permitted to invest in the industries and trades not yet open to market
approach set out in Section A in Appendix 1.
3. With respect to the industries and trades for which market approach by foreign investors is
conditional as set out in Section B in Appendix 1, foreign investors must satisfy such conditions
published in accordance with article 18 below.
4. The conditions for market approach in the case of industries and trades for which Vietnam has not
yet made a commitment on market approach by foreign investors, are as follows:
(a) If laws and resolutions of the National Assembly, ordinances and resolutions of the National
Assembly Standing Committee, and Government decrees (all hereinafter referred to as Vietnamese
law) do not contain provisions on restricting market approach to industries and trades, then foreign
investors are permitted [to conduct] market approach the same as in the regulations applicable to
domestic investors;
(b) If Vietnamese law has a provision on such restriction, then Vietnamese law applies.
5. If any newly issued Vietnamese law has a provision on conditions for market approach by foreign
investors to any industry or trade for which Vietnam has not yet made a commitment as referred to in
clause 4 above, then conditions apply as follows:

(a) Foreign investors to whom conditions on market approach as prescribed in clause 4 above applied
before the effective date of any new Vietnamese law, are permitted to continue such investment
activity in accordance with such conditions. If [a foreign investor] establishes a new economic
organization, implements a new investment project, receives a transfer of an investment project,
invests in the form of capital contribution or purchase of shares or purchase of a capital contribution
portion in another economic organization, or invests in the form of a [BCC] contract, or amends or
adds to the objectives, industry or trade for which provisions in the newly issued Vietnamese law
require satisfaction of conditions for market approach by foreign investors, then such conditions
must be satisfied. In this case, the competent State agency shall not reconsider the conditions for
market approach to an industry or trade for which an investor previously received approval.
(b) Foreign investors conducting investment activities after the effective date of the newly issued
Vietnamese law must satisfy the conditions for market approach by foreign investors set out in such
new law.
6. Foreign investors conducting investment activities in different industries and trades prescribed in
Appendix 1 must satisfy all the conditions on market approach applicable to such industries and
trades.
7. Any foreign investor of a country or territory which is not a member of WTO and who conducts
investment activities in Vietnam is subject to application of the conditions on market approach the
same as in the regulations applicable to investors from a country or territory which is a member of
WTO, except where Vietnamese law or an international treaty between Vietnam and such country or
territory contains some other provision.
8. Foreign investors who are applicable entities of an international treaty on investment which has more
favourable conditions for market approach by such investors than the provisions of Vietnamese law
shall receive the more favourable conditions in such international treaty.
9. A foreign investor who is applicable entity of multiple international treaties on investment which have
different provisions on market approach may select to apply the conditions applicable to all industries
and trades under one of such treaties. A foreign investor who so chooses the one treaty (including a
newly signed treaty or an amended or supplemented treaty after the effective date of such treaty to
which the investor is an applicable entity) shall exercise their rights and discharge their obligations in
accordance with all of the provisions of such treaty.
10. The restrictions on foreign investor ownership ratio prescribed in international treaties on investment
apply as follows:
(a) If multiple foreign investors contribute capital or purchase shareholding or capital contribution
portions in an economic organization and they are applicable entities of one or more international
treaties on investment, then the total ownership ratio of all foreign investors in such economic
organization must not exceed the highest ratio specified in any one international treaty with
regulations on foreign investor ownership ratio applicable to any one specific industry or trade;
(b) If multiple foreign investors all belonging to the one country or territory contribute capital or
purchase shareholding or capital contribution portions in an economic organization, then the total
ownership ratio of all such investors must not exceed the ownership ratio prescribed in the
international treaty on investment applicable to such investors;
(c) Applicable to a public company, securities company, securities investment fund management
company, securities investment fund and securities investment company governed by the law on
securities, if such law on securities contains a different provision on foreign investor ownership ratio
then such provision of the law on securities applies;
(d) If an economic organization [operates in] a number of industries and trades and an international
treaty on investment has different provisions on foreign investor ownership ratio, then the
ownership ratio of foreign investors in such economic organization must not exceed the foreign
ownership ratio for an industry or trade with the lowest foreign ownership limit.
Article 9 Publication and updating of conditions on market approach applicable to foreign investors
1. MPI presides over coordination with other ministries and line ministries in reviewing and collating the
conditions for market approach applicable to foreign investors for the industries and trades
prescribed in Appendix 1 of this Decree, for publication on the national portal for investment.
2. Items published in accordance with clause 1 above comprise:
(a) The industries and trades for which market approach is restricted for foreign investors as set out in
Appendix 1 to this Decree;
(b) The bases for application of the conditions on market approach applicable to foreign investors as
prescribed in article 15.1 above;
(c) The market approach conditions appliable to foreign investors as set out in article 9.3 of the Law on
Investment.

3. If any Vietnamese law or an international treaty on investment contains a provision on market
approach conditions applicable to foreign investors but such provision has not yet been updated onto
the List of industries and trades for which market approach by foreign investors is restricted or the
items required by clause 2 above have not yet been updated and published, then the provisions of
such Vietnamese law shall [still] apply. Procedures for updating the items as required by clause 2
above shall be implemented in accordance with the corresponding provisions of article 12.3 above.
4. The corresponding provisions in articles 12, 13 and 14 above apply to review, collation, publication,
proposals for amendment, and assessment of the status of implementation of the List of industries
and trades for which market approach by foreign investors is restricted.
CHAPTER 3
Investment Incentives and Support
Article 1 Objects entitled to investment incentives
The following are entitled to investment incentives as prescribed in article 15.2 of the Law on Investment:
1. Investment projects in investment incentive [preferential] industries and trades, and in especially
preferential industries and trades prescribed in Appendix 2 issued with this Decree.
2. Investment projects in areas with difficult socio-economic conditions and in areas with especially
difficult socio-economic conditions prescribed in Appendix 3 issued with this Decree.
3. Investment projects with an investment capital scale of 6,000 billion dong or more are entitled to the
investment incentives prescribed in article 15.2(c) of the Law on Investment and must satisfy all the
following conditions:
(a) A minimum 6,000 billion dong is disbursed within the three (3) year period from the date of issuance
of the investment registration certificate [IRC] [or] investment policy approval and at the same time
having investor approval or an investor approval decision (if the project is not in the category
requiring an IRC);
(b) Having minimum total turnover of 10,000 billion dong per year in each year for the period no later
than three (3) years from the year in which such project has revenue or employs annually an
average of 3,000 regular employees or more in accordance with the law on labour no later than
three years from the year in which the project has revenue.
4. The following projects are entitled to the investment incentives prescribed in article 15.2(d) of the
Law on Investment:
(a) Investment projects constructing social residential housing in accordance with the law on social
residential housing;
(b) Investment projects located in rural areas and employing annually an average of 500 or more
regular employees in accordance with the law on labour (excluding part-time employees and
employees with labour contracts of a duration under 12 months);
(c) Investment projects employing disabled employees being 30% or more of the annual average
regular employees, namely disabled people as defined in the law on the disabled and in the law on
labour.
5. The high-tech enterprises, the scientific and technological [S&T] enterprises or organizations; the
projects with transfer technology on the List of technology encouraged to be transferred; technology
incubators and S&T enterprise incubators; and the enterprises producing or supplying technology,
equipment, products and services serving requirements for environmental protection entitled to the
investment incentives prescribed in article 15.2(dd) of the Law on Investment means enterprises,
organizations, establishments and investment projects satisfying the conditions of the laws on S&T,
high-tech, technology transfer and environmental protection.
6. The following are entitled to the investment incentives prescribed in article 15.2(e) of the Law on
Investment:
(a) The National Innovative Renovation Centre established pursuant to a decision of the Prime
Minister;
(b) Other innovative renovation centres established by agencies, organizations or individuals aimed at
supporting innovative start-up investment projects, establishing innovative renovation enterprises,
or conducting activities promoting start-ups or research and development at the centre which
satisfies the provisions in clause 7 below;
(c) Innovation start-up investment projects as prescribed in clause 8 below;
(d) Any project establishing a research and development centre.
7. Innovative renovation centres as prescribed in clause 6 above are entitled to investment incentives
when they satisfy the following conditions:

(a) Having the function of supporting, developing and connecting innovative businesses with a start-up
and innovation ecosystem;
(b) Having a number of technical infrastructure items to support, develop and connect innovative
businesses including laboratories and technical testing and commercialization facilities to support
enterprises to develop sample products; technical equipment installation infrastructure providing
one or more activities for enterprises to design, test, measure, analyse and inspect products, goods
and materials; having IT infrastructure to support businesses and having a space for organizing
events and for exhibiting and demonstrating innovative technologies and products;
(c) Having a professional managerial team which provides support services for developing and
connecting businesses operating at the centre, and having a network of enterprises to provide such
support.
8. And innovation start-up investment project as prescribed in clause 6(c) above means one of the
following projects:
(a) A project manufacturing products formed from inventions, utility solutions, industrial designs, layout
designs of semi-conductor integrated circuits, or from computer software; or manufacturing
applications on mobile phones/cloud computing; or producing new strains and breeds of livestock,
plant varieties, aquatic breeds or forest tree varieties; or producing progressive techniques which
have been granted a protection title pursuant to the law on intellectual property or which have been
granted copyright or recognized for international registration pursuant to an international treaty of
which Vietnam is a member or recognized by a competent State agency;
(b) A project manufacturing products created from pilot production projects, from product prototypes or
from perfected technology; or producing products which have won prizes at national start-up
competitions or S&T awards in accordance with the law on S&T awards;
(c) A project of an enterprise operating at an innovative renovation centre or research and
development centre;
(d) A project producing cultural industrial products formed from copyright or copyright related rights
granted protection in accordance with the law on intellectual property or recognized for international
registration pursuant to an international treaty of which Vietnam is a member.
9. A product distribution chain of a small or medium-sized enterprise [SME] entitled to investment
incentives as prescribed in article 15.2(g) of the Law on Investment means a network of
intermediaries distributing the products of a SME to consumers and satisfying the following
conditions:
(a) At least eighty per cent (80%) of the participating enterprises are SMEs;
(b) There are at least ten locations for goods distribution to consumers;
(c) At least fifty per cent (50%) of the revenue of the chain is generated by SMEs participating in such
chain.
10. SME incubators; technical facilities supporting SMEs; and co-working spaces for supporting
innovative start-up SMEs entitled to the investment incentives prescribed in article 15.2(g) of the Law
on Investment means establishments/facilities set up in accordance with the law on supporting
SMEs.
Article 2 Principles for application of investment incentives
1. Investment projects prescribed in article 19.3 above are entitled to investment incentives in
accordance with the regulations applicable to projects in areas with especially difficult
socio-economic conditions.
2. Investment projects located in rural areas and employing 500 or more employees and investment
projects employing a certain percentage of disabled employees as prescribed in sub-clauses (b) and
(c) respectively of article 19.4 above are entitled to investment incentives in accordance with the
regulations applicable to projects in areas with difficult socio-economic conditions.
3. Investment projects in preferential industries and trades implemented in areas with difficult
socio-economic conditions are entitled to investment incentives in accordance with the regulations
applicable to projects in areas with especially difficult socio-economic conditions.
4. The specific level of the incentives applicable to the investment projects prescribed in clauses 1, 2
and 3 above are specified in the laws on taxation, accounting and land.
5. If an investment project satisfies the conditions for entitlement to different levels of incentive within
the same period, the investor is entitled to choose application of the highest incentive level.
6. The levels of special investment incentives and support prescribed in article 20.2 of the Law on
Investment apply as follows:
(a) The Law on Corporate Income Tax [CIT] and the law on land apply to the level of special
investment incentive regarding CIT, land rent and water surface rent;

(b) The special investment incentives and support applicable to the National Innovative Renovation
Centre are as decided by the Prime Minister in the centre's establishment decision and also apply
to all affiliated facilities located outside the headquarters of the centre;
(c) Investors requesting application of special investment incentives must undertake that they satisfy
the conditions regarding the [specially preferential investment] industries and trades, regarding total
investment registered amount, and regarding the amount disbursed and period of disbursement as
prescribed in sub-clauses (a) and (b) of article 20.2 of the Law on Investment and that they satisfy
the other conditions prescribed in their IRC, investment policy decision or other written agreement
with the competent State agency pursuant to a decision of the Prime Minister;
(d) Regarding the investment projects prescribed in article 20.2 of the Law on Investment [investment
projects with large socio-economic impact], the Prime Minister shall provide a decision on the level
and duration of special investment incentives in accordance with the criteria regarding high-tech,
technology transfer, and [the number of] Vietnamese enterprises participating in the chain/value of
domestic production.
7. Investment incentives in the case of the division, separation, consolidation, merger or conversion of
form of an economic organization (hereinafter all abbreviated as restructuring); and in a case of
division, separation, merger or transfer of an investment project are as follows:
(a) The economic organization formed as a result of the restructuring or the investor receiving the
transfer of the investment project inherits the investment incentives (if any) applicable to the project
before such restructuring or receipt, if they still satisfy the conditions for investment incentives;
(b) An investment project formed from a division or separation of a project satisfying the conditions for
any level of investment incentive is entitled to such level for the residual incentive duration of the
project prior to such division or separation;
(c) An investment project formed from a merger of projects is entitled to continued application of the
investment incentives in accordance with the pre-merger conditions for each merging project if the
conditions are still satisfied. If a merged project satisfies different conditions for investment
incentives then the investor is entitled to incentives according to each of such different conditions
for the remaining period of entitlement to incentives.
8. If an industrial zone or export processing zone established pursuant to Government regulations is
approved by the competent level for removal from a master plan or for conversion to another
purpose, or if a project investing in construction and commercial operation of infrastructure of the
industrial or export processing zone terminates its operation in accordance with the Law on
Investment, then the investment projects being implemented in such zone shall continue to enjoy
investment incentives in accordance with the provisions in their investment or business licence, IRC,
investment certificate or enterprise registration certificate, investment policy decision or approval or
other document of the competent State agency stipulating its investment incentives (if they are set
out in any such document), or continue to enjoy investment incentives in accordance with the law
effective at the time of their investment in such zone (if the investment incentives are not stipulated in
any of the documents referred to above).
Article 3 Determining the investment incentive area if there is a change of administrative boundaries
1. If there is a new administrative unit established pursuant to a resolution of the National Assembly
Standing Committee or Government amending the administrative boundaries (by dividing or
upgrading old administrative units in areas eligible for investment incentives) due to restructuring of
commune level administrative units in geographical areas with different socio-economic conditions
but not yet identified as preferential investment areas, then the following shall apply:
(a) The newly established administrative unit shall be determined to be an area eligible for investment
incentives in accordance with the majority of the number of communal administrative units currently
enjoying incentives;
(b) In a case where there is an equal number of communal administrative units in areas with especially
difficult socio-economic conditions and areas with difficult socio-economic conditions, then the
newly established administrative unit shall be deemed to be a geographical area with especially
difficult socio-economic conditions;
(c) If there is an equal number of commune level administrative units in a geographical area with
difficult socio-economic conditions and in an area ineligible for incentives, then the newly
established administrative unit shall be deemed to be a geographical area with difficult
socio-economic conditions;
(d) If there is an equal number of commune level administrative units in a geographical area with
especially difficult socio-economic conditions and in an area ineligible for incentives, then the newly
established administrative units shall be deemed to be an area with difficult socio-economic
conditions.

2. When administrative boundaries are adjusted, any commune level unit which is adjusted, is entitled
to the same investment incentives as applicable to the district level area in which the former
administrative unit is received.
Article 4 Amending investment incentives
1. An investment project currently enjoying investment incentives which additionally satisfies conditions
for higher incentives or becomes entitled to additional incentives in the form of new incentives, may
enjoy the high incentives or additional incentives in the new incentive form for the residual incentive
period.
2. An investor is not entitled to incentives pursuant to the provisions in the IRC, investment policy
approval decision or incentives which the investor itself has determined in a case where the
investment project does not satisfy the conditions for investment incentives stipulated in the IRC,
investment policy decision approval or decision approving the investment policy which is concurrently
the decision approving the investor, or fails to satisfy the conditions for self-determined investment
incentives. If the investment project satisfies other conditions for entitlement to incentives, then the
investor is entitled to enjoy the incentives in accordance with such conditions. If during the period of
entitlement to incentives, the investment project has a period of time during which it fails to satisfy the
conditions for such incentives, then the investor is not entitled to them for such period during which
the conditions are not satisfied.
Article 5 Procedures for application of investment incentives
1. The decision approving the investment policy or the IRC or the decision approving the investor
specifies the form, bases and conditions for application of investment incentives in accordance with
the provisions in articles 15 and 16 of the Law on Investment and article 90 of this Decree.
2. Based on the investment incentive contents in the documents referred to in clause 1 above, the
investor conducts procedures for enjoyment of such incentives with the agency applying the
corresponding type of incentive.
3. The basis for application of investment incentives to a number of enterprises and projects prescribed
in article 19.5 above are as follows:
(a) The Certificate of the enterprise's status as a Science and Technology enterprise in the case of a
S&T enterprise;
(b) The Certificate certifying that the agricultural enterprise applies high-tech in the case of an
agricultural enterprise applying high-tech;
(c) The Certificate certifying that the project applies high-tech in the case of a project applying high-
tech;
(d) The Certificate certifying incentives for production of industry support products in the case of an
industry support project;
(dd) The Certificate certifying receipt of a technology transfer encouraged for transfer in accordance with
regulations of the Prime Minister in the case of the project which receives technology on the List of
technologies encouraged for transfer.
4. For projects not in the cases prescribed in clauses 2 and 3 above, an investor shall rely on eligible
entities prescribed in article 19 of this Decree and other relevant law in order to itself determine its
investment incentives and then conduct procedures to enjoy same with the agency which applies the
corresponding type of incentive.
Article 6 Issuing, amending and supplementing the list of preferential investment industries and trades
and the list of preferential investment geographical areas
1. Based on the conditions for socio-economic development, the requirements for attracting investment
in any one period and the proposal of a ministry, line ministry or provincial people's committee, MPI
makes submissions to the Government to amend or supplement the list of preferential investment
industries and trades and the list of preferential investment geographical areas.
2. Ministries, line ministries, people's councils and people's committees at all levels are not permitted to
issue policies on investment incentive and support which are contrary to the provisions of the Law on
Investment, this Decree, the law on taxation, the law on state budget, the law on land and other
relevant laws.

CHAPTER 4
Implementation of Investment Projects
Section 1
General Provisions on Implementation of Investment Projects
Article 1 Guarantee [or security] for performance of the investment project
1. In the cases prescribed in sub-clauses (a), (b), (c) and (d) of article 43.1 of the Law on Investment,
the investor must provide an escrow deposit or a bank guarantee from a credit institution or foreign
bank branch established in accordance with the law of Vietnam (hereinafter both referred to as a
bank) regarding the obligation to provide an escrow deposit as security for performance of the
investment project for which the State allocates or leases land or permits conversion of land use
purpose.
2. In the case of a bank guarantee, the bank concerned is responsible to pay the amount of the escrow
deposit for which the investor is liable in the cases prescribed in article 26.10 below. A contract of
guarantee of the escrow obligation between a bank and an investor must be entered into and
implemented in accordance with the civil law, the laws on credit and bank guarantees, and other
relevant laws.
Article 2 Procedures for providing the security for performance of the investment project
1. The investor's obligation to secure project performance as prescribed in article 21.5 above is
performed on the basis of the written Agreement between the investment registration agency [IRA]
and the investor, such Agreement to contain the following main contents:
(a) Name of the project; project objectives, location and scale; investment capital, implementation
schedule and operational term of the project in accordance with the investment policy approval
decision, decision approving the investment policy and concurrently the investor approval, or
investment registration certificate [IRC];
(b) The measure for securing project performance (escrow deposit or bank guarantee as prescribed in
article 25.1 above);
(c) Monetary amount of the guarantee determined in accordance with clauses 2, 3 and 4 below;
(d) Timing and term of the security for project performance as prescribed in clauses 5, 6 and 7 below;
(dd) Conditions for refund, amendment or termination of the security as prescribed in clause 9 below;
(e) Measures for dealing with the case prescribed in clause 10 below;
(f) Rights, obligations and responsibilities of the parties involved regarding the items prescribed in
sub-clauses (a), (b), (c), (d), (dd), and (e) above;
(g) Other items as agreed by the parties not contrary to the provisions of the Law on Investment, this
Decree and relevant laws.
2. The amount of the security for project performance is calculated as a ratio of investment capital of the
investment project on the principal of accumulation of each part as follows:
(a) 3% for that part of capital up to 300 billion dong;
(b) 2% for that part of capital above 300 billion dong and up to 1,000 billion dong;
(c) 1% for that part of capital above 1,000 billion dong.
3. Investment capital of the project as the basis for calculating the amount of the security for project
performance as prescribed in clause 2 above does not include land use fees or land rent paid to the
State or expenses of constructing works (if any) belonging to the project which the investor must
handover to the State to manage after completion. If at the time of entering into the Agreement on the
security for performance of the project the expenses for constructing the works to be handed over to
the State have not yet been determined, then the IRA shall rely on the estimated budget in the
investor's project proposal to determine the amount of the security.
4. Except for the projects prescribed in article 15.5 of the Law on Investment to which investment
incentives do not apply, investors are entitled to a reduction of the amount of the security in the
following cases:
(a) A reduction of 25% for projects in investment incentive [preferential] industries and trades
prescribed in Appendix 2 issued with this Decree; [or] in geographical areas with difficult
socio-economic conditions prescribed in Appendix 3 issued with this Decree;
(b) A reduction of 50% for projects in especially preferential industries and trades prescribed in
Appendix 2; for projects in geographical areas with especially difficult socio-economic conditions as
prescribed in Appendix 3; and for projects in a preferential industry and trade implemented within a
geographical area with difficult socio-economic conditions.
5. The timing and term of the security for project performance are regulated as follows:
(a) An investor shall pay the escrow deposit or lodge the bank guarantee after being issued with the
investment policy decision concurrently the investor approval or the decision approving the investor

or the decision approving the results of wining the auction and before implementing the plan on
compensation, assistance and resettlement as approved by the competent authority (if the investor
is not required to pay such compensation, support or resettlement money in advance), or before the
time of issuance of the decision allocating or leasing land or permitting conversion of the land use
purpose (if the investor has already paid compensation, support and resettlement money in
advance or was selected to implement the project via an auction of the land use right for which the
State leases the land with annual payment of rent);
(b) The term of the project performance guarantee is calculated as from the time of discharging the
obligation prescribed in sub-clause (a) above up until the time the deposit is returned to the investor
or is remitted into the State budget or until the time of termination of effectiveness of the guarantee.
6. Where a project consists of multiple investment phases, the amount of escrow deposit to be paid and
returned, or lodging, amendment and termination of the guarantee shall be implemented in
accordance with each phase in accordance with the provisions in the Agreement on security for
project performance. An investor may transfer the remaining deposit or guarantee from the previous
phase in order to secure the next phase of project implementation without necessarily returning the
remaining deposit amount or terminating the validity of the guarantee for the previous phase, and
shall pay any additional amount being the difference between the amount deposited or guaranteed
for the next phase and the amount of the deposit or guarantee of the previous phase (if any).
7. In a case where the investor pays compensation, assistance and resettlement monies in advance to
the authorized State agency to implement the plan on payment of compensation, assistance and
resettlement as approved, then the following provisions apply.
(a) If the amount advanced is equal to or greater than the amount of the security for project
performance as prescribed in clause 2 above, then the investor is not required to immediately pay
the escrow deposit or provide a bank guarantee as at the time prescribed in clause 5(a) above;
(b) If the amount of the advanced payment is less than the amount of the security for project
performance required by clause 2 above, then the investor must lodge an escrow deposit or provide
a bank guarantee being the difference as at the time prescribed in clause 5(a) above;
(c) An investor required to lodge an escrow deposit or provide a bank guarantee in the cases
prescribed in sub-clauses (a) and (b) above must pay the deposit to the IRA in accordance with the
provisions of this article when the project is terminated in accordance with the provisions in the
investment policy decision, investment policy decision and concurrently the investor approval, or
investment registration certificate [IRC].
8. The guarantee for project performance is paid into the account of the IRA opened at a commercial
bank established in accordance with the law of Vietnam as selected by the investor, and the investor
is liable for expenses relating to opening and maintaining such account and transactions relevant to
it. If an investor implements a number of projects and must sign an Agreement on project
performance security with the same IRA, then the investor may reach agreement with the IRA on
using the one account for receipt of the various securities for implementing all the projects
implemented in the area managed by such IRA.
9. Refund, amendment and termination of the security for project performance are regulated as follows:
(a) The amount of the escrow deposit or the level of the guarantee is reduced by 50% when the
authorized agency issues the decision allocating or leasing land or permitting conversion of land
use purpose and the licence or other approval (if any) is issued in order to commence construction
activities;
(b) The remaining amount of the escrow deposit plus interest arising thereon (if any) is refunded or the
effectiveness of the bank guarantee is terminated when the investor completes pre-acceptance
testing of the construction works;
(c) If the investment capital amount of the project is reduced, then the investor is refunded the amount
of the escrow deposit corresponding to such reduction in accordance with the decision approving
amendment of the investment policy decision or the amended IRC;
(d) If there is an amendment increasing the amount of investment capital of the project, then the
investor must lodge an additional escrow deposit amount or supplement the bank guarantee
corresponding to such increase in accordance with the decision amending the investment policy
decision or the amended IRC. If 50% of the escrow deposit was already refunded prior to the
amendment, then the investor need only pay an amount equal to 50% of the additional deposit
payable;
(dd) If an investment project cannot be continued due to an event of force majeure or due to conduct of
administrative procedures by a competent State agency, or because the project must be amended at
the request of a competent State agency because there is a change to master planning, then the
investor shall be considered for a refund of the amount of the project performance security or for
termination of the obligation to secure such performance;

(e) In the case of a domestic investor who has investment policy approval and is not in the category
requiring issuance of an IRC, and on amendment of the project is not in the category requiring
amendment of the investment policy decision in accordance with the provisions of this Decree but
the amended items result in a change to the contents of the Agreement on security for project
performance, then the investor shall send written notice to the IRA prior to amendment of the
investment project, and thereafter the IRA and the investor shall amend such Agreement for
conformity with the amended items of the investment project.
10. The non-refundable project performance security amount shall be paid into the State budget in
accordance with law in the following cases:
(a) The project is behind the schedule for commissioning exploitation and operation as prescribed in
the investment policy approval decision [or] IRC and the authorized State agency has not permitted
an amendment of such schedule in accordance with the provisions of the law on investment and
this Decree;
(b) Operation of the project is terminated in accordance with article 48.2 of the Law on Investment
except in the cases prescribed in article 47.2(a)4 of the Law on Investment.
11. If a bank provides a guarantee by way of securing project performance and on expiry of the
guarantee the investor fails to extend validity and does not have an opinion from the IRA on
termination of the effectiveness of such guarantee, then the bank must remit the guaranteed amount
into the account of the IRA in order to continue provision of security for project performance by the
investor.
Article 3 Operational duration of investment projects
1. The operational duration of an investment project as prescribed in clauses 1 and 2 of article 445 of
the Law on Investment is calculated from the date on which the investor is issued with the decision
approving the investor, decision approving the investment policy and concurrently the decision
approving the investor, or the first IRC. If the State allocates or leases land or permits conversion of
land use purpose for the project, then time is calculated from the date of the decision allocating or
leasing land or converting land use purpose. If there is a decision allocating or leasing land to the
investor or permitting conversion of land use purpose but the land is handed over late, then time is
calculated from the date of handing over the plot of land on-site.
2. During the process of project implementation an investor is permitted to have the operational duration
of the project increased or decreased, but such duration after the amendment must not exceed the
periods prescribed in clauses 1 and 2 of article 44 of the Law on Investment.
3. Based on the objectives, scale, location and operational requirements of a project, the agency
authorized to approve the investment policy [or] the investment registration agency [IRA] shall make
the decision on the operational duration or on amending such duration in accordance with the
relevant provisions in clauses 1 and 2 above.
4. Except in the cases prescribed in sub-clauses (a) and (b) of article 44.4 of the Law on Investment, if
an investor needs to continue the project after expiry of the operational duration then the agencies
referred to in clause 3 above may make a decision extending such duration on satisfaction of the
following conditions:
(a) Consistency with national, regional, provincial and urban master planning and master planning on
special eco-administrative units (if any); and conformity with the objectives and orientation of urban
zone development and planning on residential housing development (in the case of a project for
investment in construction of an urban zone or residential housing respectively);
(b) Satisfaction of the conditions on allocation or lease of land pursuant to the law on land (if there is a
request to extend land use duration).
5. The period of extension as referred to in clause 4 above shall be considered on the basis of the
objectives, scale, location and operational requirements of the project but must not exceed the
maximums prescribed in clauses 1 and 2 of article 44 of the Law on Investment.
6. If a project satisfies the conditions for extension prescribed in clause 4(b) above but not the
conditions prescribed in clause 4(a) above, then the agency authorized to approve the investment
policy or the IRA shall consider an extension of the operational duration on a yearly basis until there
is an annual land use plan at the district level in accordance with the law on land. The investor is only
required to conduct procedures for extension in the first year of extension.
7. Article 124.3 of this Decree applies to determining the operational duration of a project with a
commitment for the investor to transfer assets without compensation to the State of Vietnam or to the
Vietnamese side on expiry of the operational duration.
4 Allens footnote: Namely operation of the project is suspended to protect monuments, heritage, antiques or national treasures.
5

8. The provisions of the law on land and other relevant laws apply to determining the financial
obligations to the State regarding land in a case of amendment or extension of the operational
duration of a project.
9. The provisions of article 55 of this Decree apply to procedures for amendment or extension of the
operational duration of a project.
10. Investment projects using outdated technology or potentially causing environmental pollution or
resource-intensive projects for which the operational duration cannot be extended pursuant to
article 44.4(a) of the Law on Investment comprise the following:
(a) Projects using technological lines whose operation fails to satisfy the provisions of the national
technical regulations on safety, energy saving and environmental protection; or whose residual
capacity (calculated according to the number of products created per unit of time) or residual
efficiency is less than 80% of designed capacity or efficiency; or whose consumption of raw
materials, supplies and/or energy exceeds 15% of the design. If there are no national technical
regulations on safety, energy saving and environmental protection relevant to the technological line
of a project, then the following shall apply namely the technical criteria in Vietnam's national
standards or in the national standards of one of the G7 countries or South Korea on safety, energy
saving and environmental protection.
(b) Projects using machinery and equipment for production with commodity codes (HS codes) under
Chapters 84 and 85 of Vietnam's list of Import/Export goods aged more than ten (10) years or
which in operation fail to satisfy the national technical regulations on safety, energy saving and
environmental protection. If there are no national technical regulations on safety, energy saving and
environmental protection relevant to the machinery and equipment of a project, then the following
shall apply namely the technical criteria in Vietnam's national standards or in the national standards
of one of the G7 countries and/or South Korea on safety, energy saving and environmental
protection.
The Ministry of Science and Technology [MONRE] shall provide guidelines on identifying machinery
and equipment in a number of sectors aged more than ten (10) years but not within the category of
outdated technology, a potential environmental polluting project or a resource-intensive project.
11. A determination of whether an investment project uses outdated technology or is a potential
environmental polluting or resource-intensive project is made as follows:
(a) MONRE presides over coordination with relevant agencies in determining the technology of a
project for which the National Assembly or Prime Ministry has authority to make the investment
policy decision;
(b) The specialized agency for science and technology [S&T] under the provincial people's committee
presides over coordination with other relevant agencies in determining the technology of any project
not falling within sub-clause (a) above;
(c) Funding for such determination is arranged from the State budget, but if a project is permitted to
continue extension of its operational duration then the investor is responsible to pay such funding;
(d) Regulations of the Prime Minister apply to the application file, sequence and procedures for
determining whether a project is using outdated technology, whether it potentially causes
environmental pollution or whether it is a resource-intensive project.
Article 4 Determining the value of investment capital; inspecting the value of investment capital, and
inspecting machinery, equipment and technological lines
1. [The amount of] registered capital for project implementation is determined on the basis of:
(a) Capital contributed by the investor in cash, machinery, equipment, value of intellectual property
rights, technology, technical know-how, and the value of a land use right and of other assets in
accordance with the civil law and international treaties on investment;
(b) Capital mobilized for project implementation;
(c) Profit retained by the investor for reinvestment (if any).
2. Investment capital for project implementation is determined on the basis of the amount of capital the
investor has contributed and raised, and profit retained for reinvestment during the process of project
implementation. The investor self-determines the value of investment capital after the project is put
into [commissioned for] exploitation and operation.
3. An independent inspection of the value of the investment capital and/or quality and value of the
machinery, equipment and technological line of the project after it is put into exploitation and
operation as prescribed in article 45.3 of the Law on Investment is conducted in the following cases:
(a) The State administrative agency for investment or the tax office has grounds for determining that
the investor has not declared tax truthfully, accurately or completely regarding the value of
investment capital pursuant to the law on tax and tax management;

(b) The State administrative agency for investment and/or the State administrative agency for science
and technology [S&T] has grounds for determining that there are indications that the investor has
breached the provisions on application of transfer of technology during the process of project
implementation pursuant to the law on technology transfer.
4. In the case prescribed in clause 3(a) above, the State administrative agency for tax shall conduct an
inspection to determine the amount of tax payable by the investor; and the State administrative
agency for investment shall hire an independent inspection organization to inspect the value of
investment capital of the project.
5. In the case prescribed in clause 3(b) above:
(a) If the project is within the authority of the National Assembly or Prime Minister to approve the
investment policy, MONRE presides over co-ordination with other relevant agencies in arranging an
inspection of the quality and of the value of machinery, equipment and technological line;
(b) For projects not covered by sub-clause (a) above, the specialized agency for S&T under the
provincial people's committee presides over co-ordination with other relevant agencies in arranging
an inspection of the quality and of the value of machinery, equipment and technological line;
(c) Inspection of the quality and value of machinery, equipment and the technological line is conducted
by consultation with the S&T Advisory Council and independent inspection organizations and/or
experts of machinery, equipment and technological lines used during project implementation;
(d) Regulations of the Prime Minister apply to the application file, sequence and procedures for
conducting an inspection of machinery, equipment and technological lines.
6. Expenses of any inspection as prescribed in clauses 4 and 5 above are arranged from the State
budget, but if the results of inspection lead to an increase in the investor's tax obligations, then the
investor must pay such expenses.
Section 2
Investment Policy Approval and Selection of Investor
Article 5 Investment policy approval and selection of investor
1. The agencies with authority to provide investment policy approval are set out in articles 30, 31 and 32
on the Law on Investment (hereinafter abbreviated as policy approval agencies or PAA). If any one
project has objectives and contents within the policy approval authority of different agencies, then the
highest PAA shall provide such approval with respect to the entire project.
2. With respect to projects for which policy approval authority is prescribed in article 30, 31 and 32 of
the Law on Investment, the PAA shall provide such approval and also decide the form of selection of
investor for project implementation as follows:
(a) There is an auction of the land use right in a case of allocation or lease of land for implementation
of a project in the category subject to auction of the land use right pursuant to the law on land, and
where the proposed area of land for project implementation has already been cleared. The PAA
assigns the competent State agency to hold the auction of the land use right in accordance with the
law on land in order to select an investor to implement the project;
(b) Tendering is held to select an investor for a project requiring tendering for selection of investor
pursuant to the law on tendering, the law on socialization and specialized branch law where the
project does not satisfy the conditions for auction of the land use right as prescribed in sub-
clause (a) above. The PAA assigns a competent State agency to hold tendering to select the
investor in accordance with the law on tendering, and the policy approval decision is concurrently
the decision approving the List of investment projects in accordance with the law on tendering;
(c) In the case of the projects prescribed in article 29.4 of the Law on Investment and projects not
within the cases prescribed in sub-clauses (a) and (b) above, the PAA provides policy approval
concurrently with approval for the investor to implement the project not via an auction of the land
use right or tendering to select an investor in accordance with clause 5 below.
3. Approval of an investor as prescribed in article 29.3 of the Law on Investment is conducted as
follows:
(a) An auction of the land use right was held but only one investor registered to participate, or an
auction was held on two occasions but was unsuccessful as prescribed by the law on land;
(b) The List of projects has been posted in accordance with the law on tendering but only one investor
has registered and such investor has satisfied the preliminary requirements on capacity and
experience, or a number of investors registered but only one satisfies the preliminary requirements
on capacity and experience as prescribed in the law on tendering;
(c) The competent State agency which arranged the auction or tendering considers whether the
conditions prescribed in sub-clauses (a) and (b) above are satisfied and then provides written
notice to the IRA and the investor (if any) to conduct procedures for approval of investor in
accordance with clauses 1, 2 and 3 of article 30 of this Decree.

4. The investor selected as prescribed in sub-clauses (a) and (b) of clause 2 above commences
implementation of the project as follows:
(a) The authorized agency issues a decision approving the results of the auction or of selection of
investor in accordance with the law on land and the law on tendering respectively, and such
decision is then sent to the agency which approved the investment policy, to the IRA and to the
investor;
(b) The investor which won the auction or tendering then conducts procedures for allocation or lease of
land in accordance with the law on land and the law on tendering and commences implementation
of the project in accordance with the decision approving the investment policy and the decision
approving the results of the auction or selection of investor.
5. For the projects prescribed in clause 2(c) above, the agency authorized to approve the investment
policy shall consider providing such policy approval concurrently with approval of the investor not via
an auction of the land use right or tendering in the following cases:
(a) The investor is currently using land which the State allocated or leased, or for which the State
recognized the land use right or for which the investor received a transfer of the land use right in
accordance with the law on land, and at the time of lodging the application file for investment policy
approval, such land is not on the list of projects for which land must be resumed for purposes of
national security and defence or for socio-economic development in the national and community
interest as passed by the provincial people's council, except where the investor currently uses the
land due to an extension of the project operation as prescribed in article 27.6 above;
(b) The investor is permitted by the competent agency to receive a transfer of, a capital contribution by
or to lease an agricultural land use right in order to implement an investment project for
non-agricultural production or business in accordance with the law on land;
(c) The investor is implementing the project in an industrial zone or high-tech zone;
(d) The project does not fall within the cases prescribed in sub-clauses (a) and (b) of clause 2 above;
(dd) In other cases not within the category requiring an auction of the land use right or tendering to select
an investor in accordance with the law on land, the law on tendering and other relevant laws.
6. Authority, application files, sequence and procedures for approval of the investor and approval of the
investment policy are implemented in accordance with articles 30 to 33 inclusive of this Decree.
7. The Ministry of Planning and Investment [MPI] and the investment registration agency [IRA] shall
conduct the following procedures in the case of a project prescribed in sub-clauses (c), (d) and (dd)
of clause 5 above if two or more investors at the same time lodge valid application files requesting
implementation of a project at the same location, within 20 days (for a project for which the Prime
Minister has authority to approve the investment policy) or 15 days (for a project for which the
provincial people's committee has authority to approve the investment policy) after receipt of a valid
application file from the first investor:
(a) Provide written notice to the investors on conduct of procedures for approval of the investment
policy and for selection of investor in accordance with the provisions in this clause within 25 days (if
the Prime Minister has authority to approve the investment policy) or 20 days (if the provincial
people's committee has authority to approve the investment policy) as from the date of receipt of a
valid application file from the first investor. MPI and/or the IRA shall not consider but shall return
files of any other investors lodged after these 20 day or 15 day time-limits;
(b) Conduct procedures for investment policy approval in accordance with the relevant provisions in
articles 32 or 33 of this Decree on the basis of the proposal for the investment project from the first
investor, and if such first proposal does not satisfy the conditions prescribed in article 33.3 of the
Law on Investment then such procedures shall be carried out in accordance with the principle of
reviewing the project proposal of the next investor in turn and so on;
(c) Based on the proposal from MPI or the IRA, the agency authorized to provide investment policy
approval shall consider such approval and hand over the file to the State agency authorized to
select application of the law on tendering to consider applying the law on tendering to select an
investor amongst those who have submitted valid application files;
(d) The selected investor shall then conduct procedures for investor approval in accordance with the
relevant provisions in either clause 2 or 4 of article 30 below.
Article 6 Procedures for approval of investor
1. The only investor registered to attend the auction or the investor requesting to implement the
investment project after at least two (2) unsuccessful times of auction in accordance with article
29.3(a) of this Decree shall be considered for approval in accordance with the following procedures:
(a) The investor submits four (4) sets of an application file requesting approval of investor to the
investment registration agency [IRA] comprising the request for approval of investor and documents
prescribed in clauses (b), (c), (e), (g), and (h) of article 33.1 of the Law on Investment;

(b) Within three (3) working days from the date of receipt of a valid application file, the IRA forwards
such file to seek opinions from relevant State authorities concerning the satisfaction of conditions
prescribed in clauses (b), (c), and (d) of article 33.4 of the Law on Investment. For projects which
the National Assembly or the Prime Minister have approved the investment policy, the IRA shall
also forward the application file to MPI for its opinion;
(c) Within fifteen (15) days from the date of receipt of the request of the IRA, the authorities who have
been requested to comment shall provide the IRA with their opinions about items under their State
managerial authority;
(d) Within twenty-five (25) days from the date of receipt of the valid application file in accordance with
clause (a) above, the IRA shall prepare an appraisal report comprising the items prescribed in
clauses (b), (c), and (d) of article 33.4 of the Law on Investment to submit same to the provincial
people's committee;
(e) Within seven (7) working days from the date of receipt of the application file and the appraisal
report, the provincial people's committee shall approve the investor and send such approval to MPI
(for projects which the National Assembly or the Prime Minister have approved the investment
policy), to the authorities organizing the auction, IRA and the investor.
2. The investor satisfying conditions prescribed in article 29.3(b) above shall be considered for approval
in accordance with the following procedures:
(a) The investor submits four (4) sets of an application file requesting approval of investor to the IRA
comprising the request for approval of investor and documents prescribed in clauses (b), (c), (e),
(g), and (h) of article 33.1 of the Law on Investment;
(b) Within three (3) working days from the date of receipt of a valid application file, the IRA shall send
the preliminary appraisal report on capability and experience and the application file prescribed in
clause (a) above to seek opinions from relevant State authorities concerning satisfaction of the
conditions prescribed in clauses (b), (c), and (d) of article 33.4 of the Law on Investment. For
projects which the National Assembly or the Prime Minister have approved the investment policy,
the IRA shall also forward the application file to MPI for its opinion;
(c) Within fifteen (15) days from the date of receipt of the request from the IRA, the authorities who
have been requested to comment shall provide the IRA with their opinions about items under their
State managerial authority;
(d) Within twenty-five (25) days from the date of receipt of the valid application file in accordance with
clause (a) above, the IRA shall prepare the appraisal report comprising the items prescribed in
clauses (b), (c), and (d) of article 33.4 of the Law on Investment and submit it to the provincial
people's committee;
(e) Within seven (7) working days from the date of receipt of the application file and the appraisal
report, the provincial people's committee shall approve the investor and send such approval to MPI
(for projects which the National Assembly or the Prime Minister have approved the investment
policy) and the investor.
3. In case where a ministry, ministerial equivalent agency or agency under the control of the
Government organizes the tendering process, such agency shall prepare the preliminary appraisal
report on capability and experience and approve the investor if such investor satisfies the conditions
prescribed in clauses (b), (c) and (d) of article 33.4 of the Law on Investment. The decision approving
the investor shall be delivered to MPI (for projects which the National Assembly or the Prime Minister
have approved the investment policy), to the IRA and the investor.
4. The procedures for approving the investor of investment projects implemented in an economic zone
prescribed in article 32.2 of the Law on Investment are as follows:
(a) The investor submits four (4) sets of an application file requesting approval of investor to the
management board of the economic zone comprising the request for approval of investor and the
documents prescribed in clauses (b), (c), (e), (g), and (h) of article 33.1 of the Law on Investment;
(b) The management board of the economic zone shall send the application file to seek opinions from
relevant State authorities in accordance with the corresponding procedures in clauses 1(b) and 2(b)
above;
(c) Within fifteen (15) days from the date of receipt of the request of the management board of the
economic zone, the authorities who have been requested to comment shall provide such
management board with their opinions about items under their State managerial authority.
(d) The management board of the economic zone shall approve the investor within twenty five (25)
days from the date of receipt of the valid application file prescribed in clause (a) above.

Article 7 Application file and procedures for formulation and evaluation of a request for investment
policy approval
1. An application file for a request for investment policy approval shall be formulated in accordance with
articles 33.1 or 33.2 of the Law on Investment and clauses 2 and 3 below.
2. Documents explaining the proposal for method of investor selection prescribed in articles 33.1 and
33.2 of the Law on Investment comprise:
(a) A copy of the List of projects for land resumption which has been approved by the provincial
people's council; documents proving the land clearance (if any), other explanatory documents (if
any) if the proposal is to select the investor by way of auction of the land use right in accordance
with the law on land;
(b) A copy of the List of projects for land resumption which has been approved by the provincial
people's council; documents proving that the land has not been cleared (if any), other explanatory
documents (if any) if the proposal is to select the investor by way of tendering the project using
land. In this case, the proposal for investment project shall preliminarily set out the total investment
costs which are determined based on the total investment capital in accordance with the law on
construction, excluding costs for compensation and support of [people] resettlement;
In a case of tendering to select the investor in accordance with the law on socialization and
specialized law, then documents explaining legal bases and conditions for applying the method of
selecting investor by way of tendering [shall be prepared] in accordance with such law on
socialization and specialized law;.
(c) Documents proving that the project does not fall into the List of projects for land resumption which
has been approved by the provincial people's council; a valid copy of the Decision on land
allocation or decision on land lease, or land lease agreement or Certificate of land use right or
Certificate of ownership of housing and residential land use right, Certificate of land use right, of
ownership of housing and other assets attached to land in the case of a proposal for approval of
both investment policy and investor with respect to investors having the land use right as prescribed
in article 29.4(a) of the Law on Investment;
(d) A valid copy of a document of the competent people's committee approving the receipt of
assignment, capital contribution, lease of land use right to implement the investment project and a
valid copy of other documents agreeing on use of the site to implement the investment project in
the case of a proposal for approval of both investment policy and investor with respect to investors
receiving an assignment, capital contribution, lease of rural land use right to implement the
investment project for manufacturing or for non-rural business in accordance with article 29.4(b) of
the Law on Investment.
3. With respect to an investment project for construction, the proposal for investment project shall
comprise:
(a) Contents as prescribed in articles 33.1(d) or 33.2(b) of the Law on Investment; an explanation on
satisfaction of urban development objects and orientation, residential housing development
programs and plans; a plan for dividing the investment sub-projects (if any); a preliminary plan for
phasing of investment to ensure the requirements on synchronism; the preliminary structure of
residential housing products and part of the land fund reserved for social residential housing
development; a preliminary plan for investment in construction and management of urban
infrastructure inside and outside the project fence, including a preliminary proposal for the urban
infrastructure portion which the investor retains for conducting business [and] the urban
infrastructure portion which the investor will be responsible for delivering or proposing to deliver to
the local authority with respect to an investment project for construction of residential houses and
an urban area/zone.
With respect to an urban zone project, if the law on construction requires formulation of a pre-
feasibility study report, then the investor or competent State authority may submit or use the pre-
feasibility study report instead of a proposal for the investment project, including the preliminary
proposal for urban infrastructure portion which the investor will retain to conduct the business [and]
the urban infrastructure portion which the investor will be responsible for delivering or proposing to
deliver to the local authority;
(b) Items as prescribed in articles 33.1(d) or 33.2(b) of the Law on Investment, preliminary plan for
dividing sub-projects (if any) with respect to investment projects for construction not falling within
clause (a) above.
4. The State authorities with authority to formulate the request for approval of investment policy
prescribed in articles 33.1 and 33.2 of the Law on Investment include:
(a) The Ministry of Planning and Investment [MPI] shall receive the application file for request for
approval of investment policy with respect to investment projects falling under the authority of the
National Assembly or the Prime Minister;

(b) The specialized department of the provincial people's committee; the district people's committee;
the management board of the industrial zone, export processing zone, high-tech zone or economic
zone shall formulate the request for approval of investment policy with respect to investment
projects falling under the approving authority of the provincial people's committee.
5. The authorities receiving the request for approval of investment policy [comprise]:
(a) The Department of Planning and Investment [DPI] shall receive the application file for request for
approval of investment policy with respect to investment projects falling under the authority of the
provincial people's committee and outside the industrial zone, export processing zone, high-tech
zone or economic zone; investment projects which are implemented both inside and outside an
industrial zone, export processing zone, high-tech zone or economic zone; investment projects
which are implemented inside the industrial zone, export processing zone, high-tech zone or
economic zone where the management board has not been established or do not fall within the
managerial scope of such management board;
(b) The management board of the industrial zone, export processing zone, high-tech zone or economic
zone shall receive the application file for request for approval of investment policy with respect to
investment projects falling under the authority of the provincial people's committee and being
implemented inside such industrial zone, export processing zone, high-tech zone or economic
zone.
6. Contents of appraisal of the request for investment policy approval comprise:
(a) Contents prescribed in article 33.3 of the Law on Investment;
(b) Legal bases and conditions for application of the method to select the investor prescribed in article
29.1 of the Law on Investment and article 29 above.
7. An assessment of the conformity of the investment project with planning prescribed in article 33.3(a)
of the Law on Investment is implemented as follows:
(a) If the national level master planning, regional planning or provincial planning have not been decided
or approved in accordance with the Law on Planning, then the assessment of the conformity of the
investment project with such master plans shall be implemented based on the assessment of such
investment project with master plans prescribed in article 59.1(c) of the Law on Planning
concerning the implementation of master plans which are to be synchronised with national level
master planning, regional planning, provincial planning and Government Resolutions promulgating
Lists of Master Plans which are to be synchronised into such master plans.
(b) If the master plan which has been synchronised into national level master planning, regional
planning or provincial planning in accordance with clause (a) above expired before national level
master planning, regional planning or provincial planning were decided or approved, such master
plan shall be extended until the national level master planning, regional planning or provincial
planning is decided or approved;
(c) With respect to urban planning, the contents of appraisal shall include an assessment of the
conformity of the investment project with detailed planning (if any) and sub-area planning (if any); if
the detailed planning or sub-area planning have not been approved by competent authorities, such
assessment shall be implemented based on the assessment of the investment project with the
general master plan.
8. Contents of appraisal of the request for investment policy approval [for a project] and at the same
time for investor approval comprise:
(a) Contents prescribed in article 33.4 of the Law on Investment;
(b) Legal bases and conditions for approving the investment prescribed in article 29.1 of the Law on
Investment and article 29 of this Decree;
(c) Assessment of the conformity with regulations on construction, residential housing, urban
development, real estate business (with respect to an investment project for construction of
residential housing, urban development or real estate business).
9. The collection of and response to opinions during the course of appraisal of the request for
investment policy approval shall be implemented based on principles prescribed in article 6.2 of this
Decree. If the laws on construction, residential housing, urban development or real estate business
have regulations on authorities from which opinions must be sought and on the contents of the
opinions, [then the collection of and response to opinions shall be] implemented based on such laws.
Article 8 Procedures for investment policy approval by the Prime Minister
1. Investment projects falling under the approving authority of the Prime Minister are stipulated in article
31 of the Law on Investment. Other investment projects falling under the approving authority of the
Prime Minister prescribed in article 31.4 of the Law on Investment means projects which are required
by law to be submitted to the Prime Minister for approval of investment policy, investment decision,
investment permission or decision in other forms.

2. Investors or competent State authorities prescribed in article 31.4(a) of this Decree submit eight (8)
sets of a request for approval of investment policy in accordance with articles 33.1 or 33.2 of the Law
on Investment and articles 31.2 and 31.3 of this Decree to the Ministry of Planning and Investment
[MPI].
3. Within three (3) working days from the date of receipt of a valid application file in accordance with
clause 2 above, MPI sends such file to relevant ministries, agencies and the provincial people's
committee where the investment project is expected to be implemented to collect
evaluation/appraisal opinions on contents of the investment project falling within the State managerial
scope of such agencies in accordance with articles 31.6 and 31.8 of this Decree.
The procedures for collecting opinions are implemented as follows for projects having a proposal for
conversion of land use purpose from wet rice cultivation, upstream protective forest, special use
forest land or for conversion of forest use purpose:
(a) In the case of a project with a proposal to convert land use from wet rice cultivation, upstream
protective forest or special use forest land, MPI obtains evaluation opinions from the Ministry of
Natural Resources and Environment [MONRE] and from the Ministry of Agriculture and Rural
Development [MARD] and from other relevant ministries and agencies and from the provincial
people's committee in the locality where it is proposed to implement the project, such opinion to be
on whether the project conforms with the land use zoning which the competent State agency has
approved; on the remaining allocated land use norms up to the time of the project proposal; on the
current land use status (types of land and eligible land users); on the proposed preliminary plan on
land resumption, and on compensation, support and resettlement (if any); on compliance with the
law on land if the investor is currently using land leased or allocated by the State in order to
implement another investment project;
(b) In the case of a project with a proposal to convert land use from forest use purpose, MPI obtains
opinions from MARD, MONRE, other relevant ministries and line ministries and the provincial
people's committee in the locality where it is proposed to implement the project on the policy on
converting forest use purpose to some other purpose as stipulated in the law on forestry. If the
application file requesting a policy decision on conversion of the land use purpose from forest use
land has already been formulated and evaluated in accordance with the law on forestry, then MARD
makes a submission to the Prime Minister for his policy decision on converting the land from forest
use land to some other purpose (if the project falls within the authority of the Prime Minister), and at
the same time sends a request to MPI to make a submission to the Prime Minister to approve the
investment policy; or the provincial people's committee makes a submission to the same level
people's council to make a policy decision on such conversion of land use if the case falls within the
authority of the provincial people's council, and at the same time makes a submission to MPI to in
turn make a submission to the Prime Minister for the investment policy decision.
4. Within fifteen (15) days after receipt of a request from MPI, agencies from which an opinion is
requested provide an evaluation of the items within the scope of their State managerial authority and
send same to MPI.
5. Within forty (40) days after receipt of a valid application file as prescribed in clause 2 above, MPI
conducts an evaluation of the file and prepares an evaluation report containing the items required by
clause 6 or 8 of article 31 of this Decree and submits same to the Prime Minister for the investment
policy decision.
In the case of an investment project which falls within the authority of two or more provincial people's
committees to provide the investment policy approval and where there is a proposal to select the
investor by an auction of the land use right or via tendering, MPI proposes that the people's
committee of one province preside over co-ordination with relevant agencies and localities in
arranging the auction of the land use right or tendering to select an investor or else proposes
allocation of one ministry, ministerial equivalent or Government agency to take the initiative in acting
as the focal agency to arrange tendering for selection of the investor.
6. Within seven (7) business days from receipt of the evaluation report from MPI, the Prime Minister
provides investment policy approval.
7. The contents of the Prime Minister's decision granting investment policy approval are as follows:
(a) The investor to implement the project (if such investment policy approval is concurrently approval of
the investor) or the prescribed form for selection of investor (if selection of investor is to be in the
form of auction of the land use right or tendering);
(b) Name of the project, objectives, scale (preliminary structure of residential housing products and
reservation of the land fund for such social housing development, preliminary plan on investment in
construction, urban infrastructure management both inside and outside the scope of the project in
the case of a project for construction of residential housing or an urban zone, the preliminary urban
infrastructure which the investor will retain for business investment, and the urban infrastructure

which the investor will hand over to the locality in the case of an urban zone project (if any); and the
investment capital of the project (preliminary total costs/expenses for project implementation (if
any), and the operational duration of the project);
(c) Location for implementation of the project;
(d) Schedule for project implementation comprising schedule for contributing capital and for mobilizing
capital sources; schedule for capital/basic construction and for commissioning the works (if any) for
operation; preliminary plan on investment phasing or on dividing the project into sub-projects (if
any); and the schedule for each phase (in the case of a multi-phase project);
(dd) Applicable technology (if any);
(e) Investment incentives and support, and applicable conditions (if any);
(g) Any other conditions for project implementation;
(h) Responsibilities of the investor and relevant agencies in commencing implementation of the project;
(i) Effective date of the investment policy approval decision.
8. The investment policy approval decision is sent to MPI, to the investor or the State agency authorized
to lodge the application file as prescribed in clause 2 above, to the provincial people's committee in
the locality where it is proposed to implement the project in order to arrange the auction (if an
investor is selected via an auction of the land use right), to the agency responsible to arrange
tendering to announce the list of projects in accordance with the law on tendering and/or the law on
socialization or specialized law (if an investor is to be selected via tendering), to the IRA and to other
ministries and agencies involved in project implementation.
Article 9 Authority, sequence and procedures for investment policy approval by the provincial people's
committee
1. Article 32 of the Law on Investment sets out the investment projects for which provincial people's
committees have authority to provide investment policy approval.
2. The projects within such authority of the provincial people's committee as prescribed in article 32.1(a)
of the Law on Investment comprise:
(a) Projects for which there is a request or proposal that the State allocate or lease land not via an
auction of the land use right and not via tendering to select the investor;
(b) Projects for which there is a request or proposal that the State allocate or lease land to a family
household or individual where the law on land requires there be written approval from the provincial
people's committee for such land allocation or lease;
(c) Projects for which there is a request that the State allocate or lease land outside the case of receipt
of a transfer of the land use right or of assets attached to the land;
(d) Projects for which there is a request for conversion of land use purpose where the law on land
requires that there must be written approval from the competent State agency for such conversion
except for cases of permission to convert land use purpose by a family household or individual not
within the category requiring approval from the provincial people's committee pursuant to the law on
land.
3. Investment projects within the authority of the provincial people's committee to provide investment
policy approval as prescribed in article 32.1(d) of the Law on Investment means investment projects
of foreign investors and of economic organizations with FIC where there is a request for the State to
allocate or lease land or to permit conversion of land use purpose where the land is on an island or
border commune, ward or town, or on a coastal commune, ward or town, or in another area or zone
impacting on national defence and security as determined in accordance with articles 2.8 and
98.2(dd) of this Decree or pursuant to an opinion provided by the Ministry of Defence or the Ministry
of Public Security as prescribed in article 98.2(dd) of this Decree.
4. Procedures for obtaining investment policy approval from the provincial people's committee are as
follows:
(a) The investor or competent State agency lodges with the IRA four (4) sets of requests for the
approval in accordance with clause 1 or 2 of article 33 of the Law on Investment and clauses 2 and
3 of article 31 of this Decree;
(b) Within three (3) business days after receiving a valid file, the IRA sends such file to obtain an
evaluation opinion from district level departments and people's committees in the locality proposed
for project implementation and to other relevant agencies requesting opinions on items within their
managerial scope in accordance with clause 6 or 8 of article 31 above;
(c) Within fifteen (15) days after receipt of the request from the IRA, the agencies requested for their
evaluation send same to the IRA;
(d) Within twenty five (25) days after receipt of a valid application file as prescribed in sub-clause (a)
above, the IRA formulates an evaluation opinion with the items prescribed in clause 6 or 8 of
article 31 above, and submits same to the provincial people's committee.

5. Within seven (7) business days after receipt of the file and the evaluation report, the provincial
people's committee considers provision of an investment policy approval for the project comprising
the items prescribed in article 32.7 above.
6. The investment policy approval decision is sent to the investor or to the competent State agency
which lodged the file in accordance with clause 4(a) above, to the agency assigned to hold the
auction (if the investor will be selected via an auction of the land use right), to the agency which will
organize tendering in order to announce a list of projects in accordance with the law on tendering or
the law on socialization or specialized law (if the investor will be selected via tendering), and to the
IRA and to other departments and agencies involved in project implementation.
7. In the case of an investment project in an industrial zone, export processing zone, high-tech zone or
economic zone as prescribed in article 32.2 of the Law on Investment, the management board of
such zone provides investment policy approval as follows:
(a) The investor or the competent State agency described in article 31.4(b) of this Decree lodges with
the management board of such zone four (4) sets of an application file requesting such approval in
accordance with clause 1 or 2 of article 33 of the Law on Investment and clauses 2 and 3 of
article 31 of this Decree;
(b) Within three (3) business days after receipt of a valid application file as prescribed in sub-clause (a)
above, the management board of the relevant zone sends the file to obtain an evaluation opinion
from relevant agencies on the items within the State managerial scope of such agencies as
prescribed in clause 6 or 8 of article 31 above;
(c) Within fifteen (15) days after receipt of the request from such management board, the agencies
from which an opinion was requested then provide their evaluation opinion on the items within the
scope of their State managerial authority and send same to the management board of the relevant
zone;
(d) Within twenty five (25) days after receipt of a valid application file as prescribed in sub-clause (a)
above, the management board of the zone provides an evaluation report with the items prescribed
in clause 6 or 8 of article 31 of this Decree and issues a decision approving the investment policy
with the items prescribed in article 32.7 of this Decree.
8. For an investment project to be implemented in an economic zone and in the category requiring an
auction of the land use right, the management board of the zone sends a report to the provincial
people's committee to assign a competent agency or unit to hold such auction of the land use right.
Section 3
Procedures for issuance, amendment or revocation of the investment registration certificate [IRC]
Article 10 Authority for issuance, amendment or revocation of the investment registration certificate [IRC]
1. Article 39 of the Law on Investment stipulates authority to issue, amend and revoke IRCs.
2. The DPI in the locality where the investor will implement the project or where the investor has
established or plans to establish its operating office to implement the project issues, amends or
revokes IRCs for the following projects:
(a) An investment project implemented in two or more provincial level administrative units;
(b) An investment project implemented both inside and outside [the fence of] an industrial zone, export
processing zone, high-tech zone or economic zone;
(c) An investment project in an industrial zone, export processing zone, high-tech zone or economic
zone for which a management board has not yet been established, or for a project not within the
State administrative scope of such management board.
3. The management board of any of the above-mentioned zones issues, amends or revokes IRCs for
the following projects:
(a) An investment project for construction and commercial operation of infrastructure of the industrial
zone, export processing zone, high-tech zone or functional zone of an economic zone;
(b) An investment project to be implemented within the industrial zone, export processing zone, high-
tech zone or economic zone.
Article 11 Procedures for issuance and amendment of the IRC if the project is in the category requiring
investment policy approval
1. The procedures for issuance or amendment of an IRC for a project for which investment policy
approval is concurrently approval of the investor and for which an IRC must be issued are as follows:
(a) Based on the investment policy approval decision or decision amending same, the IRA issues or
amends an IRC within five business days after receipt of the decision or amending decision referred
to above;
(b) In the case of a project within the authority of two or more provincial people's committees to provide
investment policy approval, based on the proposal of the MPI, the Prime Minister assigns the DPI of
one central province or city in the locality where the investor will implement the project or where the

investor has established or proposes to establish its operating office to implement the project, to
issue the IRC.
2. In the case of a project for which there is already investment policy approval and the investor has
won the auction or tendering; and in the case of a project requiring investor approval as prescribed in
article 29.3 of the Law on Investment and for which an IRC must be issued, the investor lodges a
written request for same with the IRA and thereafter receives the IRC within five business days after
the IRA receives such request.
3. In the case of a project for which the management board of an economic zone provides investor
approval, such management board issues an investor approval decision which is concurrently the
IRC.
4. In the case of a project not within the category requiring an IRC but the investor wishes to be issued
with same, then the investor lodges a written request for issuance of an IRC together with a valid
copy of the investment policy approval decision and a valid copy of the investor approval decision (if
any) with the IRC in order to be issued with an IRC within five business days after receipt of such
request.
Article 12 Procedures for issuance and amendment of the IRC if the project is not in the category
requiring investment policy approval
1. The investor lodges one set of an application file requesting issuance of an IRC with the contents
prescribed in article 33.1 of the Law on Investment, to be lodged with the investment registration
agency [IRA]. If the project is to be implemented in two or more provincial administrative units, then
the investor lodges the file with the Department of Planning and Investment [DPI] of one of such
provinces in which the investor will implement the project or where it has established or proposes to
establish its operating office.
2. If implementation of the project has already commenced, then the investor lodges the file prescribed
in clause 1 above but instead of a project proposal, the file contains a report on the status of project
implementation as from the time of commencement up until the time of such application for the IRC.
3. The IRA issues an IRC to the investor within fifteen (15) days from receipt of a valid file if the project
satisfies all the following conditions:
(a) The project is not in an industry or trade in which business investment is prohibited by article 6 of
the Law on Investment and/or by an international treaty on investment;
(b) There is a location for project implementation which has been determined on the basis of a valid
copy of a document on the land use right or of an agreement leasing such location or of some other
document determining the right to use the location for project implementation;
(c) The project conforms with the master planning/zoning prescribed in article 31.7 above;
(d) It satisfies the conditions on investment rate on any one area of land prescribed by the provincial
people's committee based on the actual local conditions and as approved by the standing
committee of the provincial people's council (if any) and it satisfies the conditions (if any) on
numbers of employees;
(dd) It satisfies the conditions on market approach by foreign investors.
4. Article 47 of this Decree applies to the procedures for amending an IRC for a project not in the
category requiring investment policy approval.
Article 13 Investment project code numbers
1. An investment project code number is a numerical series automatically generated by the national
information system on investment and recorded in the IRC. Each project is assigned a unique code
which exists during the project's operation and expires when the project terminates its operation.
2. In the case of a project implemented in accordance with an investment certificate, investment licence
or some other document of equivalent value, then the project code number is the serial number of
such document issued for the project.
3. State agencies are authorized to uniformly use investment project code numbers in order to manage
and exchange information about projects.
Article 14 Conduct of investment procedures on the national information system on investment
1. Investors are required to declare online information about their projects on the national information
system on investment prior to conducting procedures for issuance or amendment of the IRC. Within
fifteen (15) days after making such online declaration of their application file, investors are required to
lodge the application file for the issuance or amendment of the IRC with the IRA, and if on expiry of
this time-limit the IRA has not received the application file, then the online declaration is no longer
effective.
2. The IRA uses the national information system on investment in order to receive and process files and
declarations and to respond with the results of the conduct of investment procedures, for updating

the status of processing application files and for issuing code numbers to projects. Investment project
code numbers are effective as from the time the e-version of the IRC is recorded and archived on the
national information system on investment [system].
3. If such system suffers a breakdown and is not accessible, then the IRA shall issue IRCs in
accordance with the following back-up procedures:
(a) The IRA receives written application files for issuance or amendment of IRCs and provides a written
request to MPI to issue investment project code numbers to the applicant investors, which MPI shall
do within two (2) business days after receipt of such request at the same time notifying the IRA that
the code number has been issued;
(b) Within five (5) business days after the date on which an IRC is issued in accordance with these
backup procedures, the IRA shall update information about the project concerned onto the system.
Article 15 Online application file for issuance or amendment of an IRC
1. For a project not in a category requiring investment policy approval, an investor may choose to lodge
an application file for issuance or amendment of the IRC in written form as prescribed in articles 36
and 47 of this Decree or to lodge the file online via the national information system on investment and
may or may not use a digital signature.
2. An online application must contain the data required by this Decree and is expressed in the form of
an e-document which has the same legal value as a written document.
3. An online application file is valid when it satisfies both the following conditions:
(a) There is sufficient data and adequate declaration of the contents required the same as for a paper
application file but presented in electronic form and with the same name as that in written data;
(b) The information declared on the system is complete and accurate in terms of the same information
in the paper file, and it is either authenticated by the investor's digital signature or favourably
compares with the information in the paper file.
4. If an investor authorizes another to conduct the investment procedures then the application file
requesting issuance or amendment of the IRC must also have a power of attorney and a valid legal
document from the authorized party.
Article 16 Sequence and procedures for online issuance or amendment of the IRC on the national
information system on investment
1. An investor conducts procedures for issuance or amendment of an IRC using a digital signature as
follows:
(a) The investor registers an account on the national information system on investment [the system];
(b) The investor declares information and downloads digitally signed e-documents onto the system;
(c) After complete submission of its application, the investor receives a receipt via the system;
(d) If the application file is invalid or contains unclear items, then the IRA issues a notice via the system
to the investor to complete such file within five (5) business days after receipt of the initial file;
(dd) The IRA then issues or amends the IRC for the investor within fifteen (15) days after receipt of a valid
file which satisfies the conditions.
2. The following procedures apply to an investor who wishes to have an IRC issued or amended but
without using a digital signature:
(a) The investor registers an account on the national information system on investment [the system];
(b) The investor declares information and uploads e-documents onto the system;
(c) After complete submission of its application, the investor receives a receipt via the system;
(d) If the application file is invalid or contains unclear items, then the IRA issues a notice via the system
to the investor to complete such file within five (5) business days after receipt of the initial file;
(dd) If the application file satisfies the conditions for issuance or amendment of an IRC, then the IRA
notifies the investor via the system;
(e) After receipt of the notice prescribed in sub-clause (dd) above, the investor submits one (1) set of
paper documents together with a printout of the receipt with the IRA either by lodging same in
person or by sending same in the post for a comparison to be made with the file which was
submitted via the system. If thirty (30) days expires from the date of sending the notice of
satisfaction of conditions but the IRA has still not received the written application file from the
investor, then the e-file registered by the investor is no longer valid;
(f) If the comparison between the paper and e-files is satisfactory, then the IRA issues or amends the
IRC within fifteen (15) days after receipt of a valid application file (but excluding the time taken by
the investor to submit the paper documents for the purposes of making the comparison with the
e-file);
(g) Investors are liable for the completeness and accuracy of their paper files as compared to the files
they lodge online, and if there is inconsistency between the different files then the IRA shall issue a
decision refusing to issue or amend an IRC.

Article 17 Procedures for reissuance of an IRC and editing of information in an IRC
1. If an IRC is lost or damaged, then the investor lodges a written request for re-issuance with the IRA in
order to receive a re-issued IRC within five (5) business days after the date on which the IRA
receives the request.
2. If an IRC which is archived electronically on the system has different contents from those in the
[printed copy] IRC, then the content recorded in such printed document is legally valid if it is correct in
terms of the contents of the application file for registration of the investment. The IRA then corrects
the information within three (3) business days after receipt of a request from the investor.
3. If information printed on the IRC is inaccurate in terms of the information registered in the application
file for conduct of the investment procedures, then the IRA shall correct such information on the IRC
within three (3) business days after receipt of a request from the investor concerned.
Article 18 Registration to return [hand in] the IRC
If a project has been issued with an IRC but has amended contents resulting in the project falling within the
category not requiring issuance of an IRC, then the investor may hand in such IRC to the IRA if it so wishes,
and continue to implement the project in accordance with provisions of law.
Section 4
Amendment of investment project
Article 19 Contents of and procedures for amendment of an investment project
1. During the process of implementing an investment project, the investor has the right to amend such
project as prescribed in clauses 1, 2 and 3 of article 41 on the Law on Investment.
2. In the case of a project for which there has been investment policy approval, the investor conducts
the following procedures:
(a) In a case of amending any of the project items prescribed in article 41.3 of the Law on Investment,
the investor conducts procedures to amend the investment policy approval decision in accordance
with the corresponding provisions in articles 44, 45 and 46 of this Decree, and then based on the
amended decision approving the investment policy decision, the investor must conduct procedures
to amend the decision approving the investor (if any) or the IRC (if any);
(b) On amendment of any project contents not prescribed in article 41.3 of the Law on Investment, the
investor is not required to conduct procedures to amend the investment policy approval.
3. In the case of a project not in the category requiring investment policy approval, or in the case of a
project for which such approval has been provided but it does not fall within the amended contents
prescribed in article 41.3 on the Law on Investment, the investor conducts procedures to amend the
IRC (if any) in accordance with article 47 of this Decree.
4. If an amendment to a project not in the category requiring investment policy approval will result in the
project falling within such category, then the investor must conduct procedures for investment policy
approval in accordance with Section 2 of Chapter 4 of this Decree before amendment of the project,
in which case the agency which approved the investment policy shall consider the request for
amendment before providing approval of the investment policy.
Article 20 Procedures for amendment of an investment project for which the Prime Minister provides
1. The investor lodges eight (8) sets of a file with MPI, the file to contain:
(a) Request for amendment of the project;
(b) Report on the status of implementation of the project up until the time of the request for
amendment;
(c) Decision of the investor amending the project if the investor is an organization;
(d) Explanation of the amendment or provision of the relevant data set out in sub-clauses (b), (c), (d),
(dd), (e), (g) and (h) of article 33.1 of the Law on Investment.
2. Procedures for an amendment of a project are as follows:
(a) Within three (3) business days after receipt of a valid application file, MPI sends the file to the
competent State agencies prescribed in article 32.3 of this Decree to obtain their opinions on the
proposed amendment;
(b) Within fifteen (15) business days after receipt of a valid request, the agencies concerned provide
their opinions on the items within the scope of their State managerial authority;
(c) Within thirty five (35) days after receipt of a valid application file, MPI prepares a report evaluating
the amended items and submits same to the Prime Minister;
(d) Within five (5) business days after receipt of the evaluation report from MPI, the Prime Minister
issues a decision approving an amended investment policy, such decision to be sent to MPI, the
IRA, the ministries and agencies involved in project implementation and also to the agency which
approved the investor (if any).

Article 21 Procedures for amendment of an investment project for which the provincial people's
committee provides investment policy approval
1. The investor lodges four (4) sets of the file prescribed in article 44.1 above with the IRA.
2. The procedures for amendment of the project are as follows:
(a) Within three (3) business days after receipt of a valid application file, the IRA sends it to the
competent State agencies prescribed in article 33.4(b) of this Decree to obtain their opinions on the
amendments;
(b) Within fifteen (15) days after receipt of copy files, the agencies concerned are responsible to
provide their opinions on the amended items within the scope of their State managerial authority;
(c) Within twenty five (25) days after receipt of a valid application file, the IRA prepares an evaluation
report on the amended project items and submits same to the provincial people's committee;
(d) Within seven (7) business days after receipt of such evaluation report, the provincial people's
committee issues a decision approving amendments to the investment policy, such decision to be
sent to the IRA and to the investor, and to the agency which approved the investor in a case
prescribed in article 29.3 of the Law on Investment, and to other departments and agencies
involved in project implementation.
Article 22 Procedures to amend an investment project for which the management board of the industrial
zone, export processing zone, high-tech zone or economic zone provides investment policy
approval
The procedures for amending a project within the authority to provide investment policy approval of the
management board of an industrial zone, export processing zone, high-tech zone or economic zone as
prescribed in article 32.2 of the Law on Investment are as follows:
1. The investor lodges four (4) sets of the application file prescribed in article 44.1 above to the
management board of the relevant zone.
2. Within three (3) business days after receipt of a valid file, the management board sends the file to the
competent State agencies prescribed in article 33.7(b) of this Decree to obtain their opinions on the
amended items.
3. Within fifteen (15) days after receipt of a valid application file, the agencies concerned are
responsible to provide their opinions on items within the scope of their State managerial authority.
4. Within twenty five (25) days after receipt of a valid application file, the management board of the
relevant zone issues a decision approving amendment of the investment policy, such decision to be
sent to the investor and to agencies involved in project implementation.
Article 23 Procedures for amendment of the investment project when an IRC has been issued but the
project is not in the category requiring investment policy approval
1. If the amendment to the project is a change of name of the project or investor set out in the IRC, then
the investor lodges a written request for amendment of the project with the IRA enclosing data
relevant to such change; and within three (3) business days after receipt of the request, the IRA
amends the IRC for the investor.
2. In the case of an amendment other than of the items referred to in clause 1 above, the investor
lodges ones set of an application file as prescribed in article 44.1 of this Decree with the IRA which
then within ten (10) days after receipt, amends the IRC for the investor.
Article 24 Amendment of an investment project where the investor assigns a part of or the entire
investment project
1. An investor is entitled to assign all or part of its investment project to another investor upon
satisfaction of the conditions prescribed in article 46.1 of the Law on Investment.
2. The assignee investor succeeds to all the rights and obligations for project implementation of the
assignor, and if an assignment gives rise to income, then the assignor must discharge financial
obligations owing to the State in accordance with law.
3. In the case of a real estate project for which the investor receives approval pursuant to either
clause 3 or 4 of article 29 of the Law on Investment or is issued with an IRC, then the investor must
conduct procedures for amendment of the project on assignment in accordance with the provisions of
this article and both assignor and assignee must comply with the principles, conditions, rights and
responsibilities stipulated by the law on real estate business.
4. In the case of a real estate project other than one prescribed in clause 3 above, then the authority,
procedures, conditions and application file requesting permission for assignment of part or all of the
project are implemented in accordance with the provisions of the law on real estate business.
5. An application file requesting amendment of the project comprises:
(a) Written request for amendment;
(b) Report on status of implementation of the project up until the time of its assignment;

(c) Contract or in-principle contract on assignment of part or all of the project;
(d) Copy data on the legal status of both the assignor and assignee;
(dd) Copies of the IRC, investment policy approval decision, and decision approving the investor (if any);
(e) In the case of a BCC project, then a copy of the Business Co-operation Contract;
(f) A copy of one of the following documents of the assignee, namely financial statements for the two
most recent years or audit report on investor's equity, commitment from the parent company to
provide financial support or similar commitment from a financial institution, investor's guarantee on
financial capacity [or] data demonstrating the financial capacity of the investor.
6. In the case of a project for which there has been investment policy approval which was concurrently
investor approval, and the investor assigns all of the project prior to commissioning operation of the
project or prior to any change of conditions applicable to the investor, then the procedures for
amending the project are as follows:
(a) The assignor lodges eight (8) sets of the file prescribed in clause 5 above with MPI or lodges
four (4) sets of such file with the IRA depending on the authority to approve the investment policy;
(b) The agency prescribed in sub-clause (a) above considers the conditions for project assignment
prescribed in article 46.1 of the Law on Investment in order to issue a decision amending the
project in accordance with the corresponding provisions in articles 44, 45 and 46 of this Decree.
The decision approving amendment [change] of the investor records both the assignor and
assignee and the part (if a part) of the project assigned, and is then sent to the IRA and to the
assignor and the assignee.
7. In the case of a project for which there has been investment policy approval but assignment of the
project changes the contents of such approval so that the project will fall within a case prescribed in
sub-clauses (a), (b), (c), (d), (dd) or (e) of article 41.3 of the Law on Investment, then the assignor
must conduct procedures to amend the project in accordance with the corresponding provisions in
sub-clauses (a) and (b) of clause 6 above, except in the case prescribed in clause 9 below.
8. In the case of a project for which there has been investment policy approval but assignment of the
project does not change the contents of such approval so as to fall within a case prescribed in
sub-clauses (a), (b), (c), (d), (dd) or (e) of article 41.3 of the Law on Investment, the assignor is not
required to conduct procedures for approval of amendment of the investment policy but must conduct
procedures to amend the decision approving the investor as follows:
(a) The assignor lodges four (4) sets of the file prescribed in clause 5 above with the IRA in which the
request to amend the project is replaced by a request to approve change of investor;
(b) Within three (3) business days after receipt of a valid file, the IRA sends the file requesting opinions
from the same level State agencies involved regarding satisfaction of the conditions prescribed in
sub-clauses (b), (c) and (d) of article 33.4 of the Law on investment;
(c) Within twenty-five (25) days after receipt of a valid file, the IRA prepares an evaluation report
containing the items prescribed in sub-clauses (b), (c) and (d) of article 33.4 of the Law on
Investment and submits same to the provincial people's committee;
(dd) Within seven (7) business days after receipt of the file and the evaluation report, the provincial
people's committee issues a decision approving amendment of the investor;
(e) The decision approving amendment of the investor records both the assignor and the assignee and
the part (if a part) of the project assigned, and is then sent to the IRA and to both the assignor and
assignee investor.
9. In the case of a project for which there has been investment policy approval and the project has been
commissioned for operation, the investor is not required to conduct procedures for approval of
amendment of the investment policy decision on assignment of the project.
10. In the case of a project which has been issued with an IRC but is not in the category requiring
investment policy approval, or such investment policy approval has been provided but the project is
not within the cases prescribed in article 41.3 of the Law on Investment, the procedures for
amendment of the project are as follows:
(a) The assignor investor lodges one (1) set of the file prescribed in clause 5 above with the IRA;
(b) The IRA considers the conditions for assignment prescribed in article 46.1 of the Law on
Investment in order to amend the investment as prescribed in article 47 of this Decree. The
amended IRC is then sent to both the assignor and the assignee.
11. The procedures for amendment of an investment project in a case where a foreign investor receives
an assignment of the project and establishes an economic organization in order to implement the
project are as follows:
(a) The assignor conducts procedures to amend the project in accordance with the corresponding
provisions in clauses 6, 7, 8 and 10 above;
(b) After completion of the procedures prescribed in sub-clause (a) above, the foreign investor being
the assignee of the project conducts procedures to establish an economic organization in

accordance with the law on enterprises corresponding to the particular type of economic
organization; and as from the date of issuance of the enterprise registration certificate or other
document of equivalent legal value, the economic organization established by the foreign investor
becomes the investor for implementation of the project pursuant to article 22.2 of the Law on
Investment.
Article 25 Amendment of an investment project where the investor receives an assignment of the
investment project being security property
1. A credit institution or any entity receiving security property being an investment project (hereinafter
referred to as the secured party) has the right to assign such investment project.
2. An investor being the project assignee succeeds to the rights and obligations to implement the
project of the assignor in accordance with the conditions prescribed in the assignment contract and in
relevant laws.
3. The secured party or assignee of the project prepares the file requesting amendment of the project
and containing:
(a) Request to amend the investment project;
(b) Project assignment contract as between the secured party and the assignee;
(c) Loan contract or credit extension contract or contract for purchase and sale of debts (if any);
(d) Contract or document certifying the security transaction (if any);
(dd) Document confirming the auction winner if the secured party or civil judgment enforcement agency
auctioned the property;
(e) Data confirming the legal entity status of the assignor and assignee;
(f) Copy of the IRC, decision approving the investment policy and/or decision approving the investor (if
any);
(g) One of the following data from the assignee namely financial statements for the two most recent
years or audit report on equity of the investor or commitment to provide financial support from the
parent company or commitment to provide financial support from a finance institution or a
guarantee of the financial capacity of the investor or data explaining the financial capacity of the
investor;
(g) Data being confirmation from the secured party about the legal status of the security property.
4. The procedures for amendment of the investment project in a case of assignment of the project being
security property are as follows:
(a) In the case of a project for which there has been investment policy approval which was concurrently
investor approval and assignment of the entire project in the case prescribed in article 41.3(g) of the
Law on Investment [change of investor or change of conditions applicable to the investor], then the
procedures for amendment of the project on assignment are those set out in articles 44, 45 and 46
of this Decree;
(b) In the case of a project for which there has been investment policy approval and assignment of the
project results in it falling within one of the cases prescribed in sub-clauses (a), (b), (c), (d), (dd) or
(e) of article 41.3 of the Law on Investment, then the procedures for amendment of the project on
assignment are those set out in articles 44, 45 and 46 of this Decree except in the case prescribed
in clause 5 below;
(c) In the case of a project for which there has been investment policy approval but assignment of the
project does not change the contents of such approval resulting in it falling within one of the cases
prescribed in sub-clauses (a), (b), (c), (d), (dd) or (e) of article 41.3 of the Law on Investment, then it
is not necessary to conduct procedures for approval of an amendment of the investment policy; in
this case the secured party or the assignee conducts procedures to amend the decision approving
the investor in accordance with the corresponding provisions in sub-clauses (a), (b), (c), (d), (dd) or
(e) of article 48.8 of this Decree;
(c) In the case of a project for which an IRC has been issued but the project is not in the category
requiring investment policy approval or such approval has been granted but the project does not fall
within the cases prescribed in article 41.3 of the Law on Investment, then the secured party or the
assignee lodges one (1) set of the application file prescribed in clause 3 above with the IRA in order
to conduct procedures to amend the project in accordance with the corresponding provisions in
article 47 of this Decree.
5. In the case of a project for which investment policy approval has been granted and the project has
been commissioned for operation, it is not necessary to conduct procedures for approval of
amendment of the investment policy on assignment of the project.
6. If the secured party wishes to receive and implement the investment project, then it prepares an
application file and conducts the procedures to amend the project in accordance with the
corresponding provisions in articles 44, 45, 46 and 47 of this Decree, in which the application file

requesting amendment of the policy is supplemented by a contract or document certifying the
security transaction; by a loan contract or document certifying the debt; and by the document from
the secured party confirming the legal status of the security property.
7. In the case of a foreign investor and/or economic organization as prescribed in sub-clauses (a), (b)
and (c) of article 23.1 of the Law on Investment receiving an assignment of the project and
establishing an economic organization to implement it, then procedures for amendment of the project
must be implemented in accordance with the corresponding provisions in articles 44, 45, 46 and 47
of this Decree, and thereafter an economic organization must be established in accordance with the
law on enterprises corresponding to the particular type of economic organization, and the assignee
investor must satisfy the conditions prescribed in article 24.2 of the Law on Investment.
8. Article 117 of this Decree applies to the procedures for amendment of any project which was
implemented prior to the effective date of the Law on Investment [1 January 2021].
Article 26 Amendment of an investment project in a case of its division, demerger or merger with another
project
1. Investors have the right to amend their projects in the following forms:
(a) To divide or demerge an investment the investor is currently implementing to become two or more
projects;
(b) To merge one or more projects of such investor into another project of the investor.
2. Any division, demerger or merger of a project in the forms prescribed in clause 1 above must satisfy
the following conditions:
(a) Conditions on land use stipulated by the law on land, conditions on business investment (if any),
and other conditions stipulated by law;
(b) There must be no change of the conditions (if any) applicable to the investor in the investment
policy approval decision or in the IRC prior to such division, demerger or merger.
3. The procedures for amending a project in a case of division, demerger or merger are as follows:
(a) For a project for which there has already been investment policy approval, the investor lodges
eight (8) sets of its application file with MPI or four (4) sets with the IRA depending on which agency
has authority to approve investment policy for the project.
The file shall contain the request to amend the project; the report on the status of implementation of
the project up until the time of the request to divide, demerge or merge; the decision of the investor
on such division, demerger or merger or other data of equivalent legal value; data on the legal entity
status of the investor; a copy of the IRC or investment policy decision (if any); a copy of the decision
approving the investor (if any); and an explanation or data relevant to amendment of the items
prescribed in sub-clauses (b), (c), (d), (dd), (e), (g) and (h) of article 33.1 of the Law on Investment;
(b) The agency prescribed in sub-clause (a) above considers the request made in accordance with
clause 2 above in order to amend the project in accordance with the corresponding provisions in
articles 44, 45 and 46 of this Decree, and the decision approving the amendment to the investment
policy shall be sent to both the IRA and the investor;
(c) In the case of a project for which the IRC has been issued and the project is not in the category
requiring investment policy approval or such approval has already been provided and the project
does not fall within the cases prescribed in article 41.3 of the Law on Investment, then the investor
shall lodge one (1) set of an application file as prescribed in sub-clause (a) above with the IRA
which shall then consider the conditions for the division, demerger or merger and conduct
procedures to amend the project in accordance with article 47 of this Decree. The amended IRC
shall then be sent to the investor.
Article 27 Amendment of an investment project in a case of separation, division, consolidation, merger or
conversion of type of economic organization
1. Any economic organization which is formed as a result of a separation, division, consolidation,
merger or conversion of type of [another] economic organization (hereinafter referred to as
restructuring) inherits and must continue to exercise the rights and discharge the obligations of the
economic organization or organizations which were restructured with respect to the project which
such restructuring economic organization or organizations were implementing prior to the
restructuring in accordance with the laws on enterprises, land and other relevant laws.
2. The investor shall issue a decision on restructuring and deal with assets, rights and obligations
relevant to the investment project in accordance with the law on enterprises and other relevant laws.
After completing the procedures for restructuring and for dealing with the assets of the project, the
investor must prepare an application file requesting amendment of the project, comprising:
(a) Letter requesting amendment of the project;
(b) Copy of data on the legal entity status of the economic organization after restructuring;

(c) Copy resolution or decision of the investor being the economic organization or organizations which
were restructured regarding same, including items on dealing with assets, rights and obligations
relating to the project;
(d) An explanation or provision of data relevant to amendment of the items prescribed in
sub-clauses (b), (c), (d), (dd), (e), (g) or (h) of article 33.1 of the Law on Investment (if any);
(dd) Copy of the IRC, investment policy approval decision, and decision approving the investor (if any).
3. In the case of a project for which there has already been investment policy approval and amendment
of the project on restructuring will change the contents of such approval or fall within the cases
prescribed in article 41.3 of the Law on Investment, then the investor must lodge eight (8) sets of the
file prescribed in clause 2 above with MPI or four (4) sets with the IRA depending on which agency
has authority to approve the investment policy decision in order to amend the project in accordance
with the corresponding provisions in articles 44, 45 and 46 of this Decree. The decision approving
amendment of the investment policy is then sent to the investor and the IRA.
4. In the case of a project already issued with an IRC but not within the category requiring investment
policy approval or which has already received such approval but does not fall within the cases
prescribed in article 41.3 of the Law on Investment, the investor lodges one (1) application file as
prescribed in clause 2 above with the IRA in order to amend the project in accordance with article 47
of this Decree, and the amended IRC is then sent to the investor.
5. In the case of an economic organization formed on the basis of restructuring and which has a foreign
investor or an economic organization as prescribed in sub-clauses (a), (b) or (c) of article 23.1 of the
Law on Investment which is a member or shareholder, it must satisfy the conditions prescribed in
article 24.2 of the Law on Investment and must conduct the following procedures:
(a) If the economic organization formed from the restructuring continues to implement a part or all of
the project which the former economic organization or organizations implemented prior to their
restructuring, then clauses 3 and 4 above apply to the procedures for amendment of the project;
(b) If the economic organization formed after the restructuring does not receive and continue to
implement the part or all of the project which the former economic organization or organizations
were implementing prior to their restructuring, then the foreign investor or economic organization
[with capital FIC] prescribed in sub-clauses (a), (b) or (c) of article 23.1 of the Law on Investment
must formulate the project and conduct procedures for issuance of an IRC or for investment policy
approval in accordance with the provisions of this Decree before the economic organization formed
from the restructuring conducts procedures for enterprise registration in accordance with the law on
enterprises.
Article 28 Amendment of an investment project in a case of use of the land use right and/or assets
attached to the land belonging to the project in order to contribute capital to an enterprise
1. An investor has the right to use the land use right and/or assets attached to the land belonging to the
investment project to contribute capital to establish an economic organization or to contribute capital
to an enterprise in accordance with the laws on land, enterprises and other relevant laws.
2. Capital contribution as prescribed in clause 1 above must satisfy the following conditions:
(a) The conditions stipulated by the law on land regarding rights and obligations of land users and of
people with assets attached to land; the rights and obligations of the recipient of a capital
contribution in the form of a land use right or assets attached to land; and the conditions for capital
contribution and receipt of same in the form of a land use right or assets attached to land;
(b) The conditions (if any) stipulated by the laws on construction, residential housing and/or real estate
business;
(c) The conditions (if any) prescribed in the investment policy approval decision, decision approving the
investor, IRC, and/or agreement between the authorized agency and the investor;
(d) The conditions on capital contribution and receipt of capital contribution in the form of assets by an
enterprise in which the State holds 100% charter capital as stipulated by the law on management
and use of State capital invested in production and business in enterprises, the law on
management and use of public assets, and other relevant laws;
(dd) The conditions on capital contribution or on purchase of shareholding or capital contribution portions
prescribed in article 24.2 of the Law on Investment and in articles 15, 16 and 17 of this Decree
applicable to a foreign investor or an economic organization prescribed in sub-clauses (a), (b) and (c)
of article 23.1 of the Law on Investment;
(e) Discharge of financial obligations (if any) owing to the State in accordance with law.
3. The investor contributing capital prepares an application file to amend the project comprising:
(b) Report on the status of implementation of the project up until the time of capital contribution;

(c) Agreement with the shareholders and/or members on use of the land use right or assets attached
to land belonging to the project in order to contribute capital to establish an enterprise or to
contribute additional charter capital to a currently operating enterprise;
(d) Copy data on the legal entity status of the investor contributing capital and on the investor receiving
same;
(dd) Copy of the IRC, investment policy approval decision or decision approving the investor (if any) of the
capital contributing party;
(e) Copy land use right certificate, certificate of ownership of residential housing and use of residential
land, certificate of ownership of the land use right and of ownership of the assets attached to the
land.
4. Procedures for use of a land use right and assets attached to land belonging to a project in order to
contribute capital to the establishment of an enterprise or to contribute capital to an enterprise are
regulated as follows:
(a) Registration to establish the enterprise or to contribute capital to the enterprise is conducted in
accordance with the law on enterprises;
(b) The investor contributing capital lodges the application file prescribed in clause 3 above and
conducts procedures to amend the project in accordance with clauses 5 and 6 below. Transfer of
the right to use the capital contributing assets of members and/or shareholders of the enterprise is
implemented in accordance with the law on enterprises and other relevant laws.
5. In the case of a project which has received investment policy approval and the capital contribution
will change the contents of such decision approving the investment policy in one of the cases
prescribed in article 41.3 of the Law on Investment, the investor contributing capital must lodge
eight (8) sets of the file prescribed in clause 3 above with MPI or four (4) sets with the IRA in order to
conduct procedures to amend the project in accordance with the corresponding provisions in
articles 44, 45 and 46 of this Decree.
In a case of contribution of a part of the land use right or of the assets attached to land and not falling
within any of the cases prescribed in article 41.3 of the Law on Investment, the investor being the
capital contributor is not required to conduct procedures for approval of amendment of the investment
policy.
6. In the case of a project for which an IRC has been issued and the project is not in the category
requiring investment policy approval or it has already received such approval but does not fall within
the cases prescribed in article 41.3 of the Law on Investment, if the capital contribution will change
items set out in the IRC, then the investor must lodge one (1) set of the application file prescribed in
clause 3 above with the IRA in order to conduct procedures to amend the project in accordance with
the corresponding provisions in article 47 of this Decree.
7. In a case of establishment of an economic organization in order to implement a project for which the
investment policy has been approved or an IRC issued, the investor and the economic organization
must satisfy the conditions prescribed in clause 2 above. The economic organization established by
the investor inherits the rights and obligations of such investor to implement the project, and the
investor establishing the economic organization must conduct procedures to amend the project in
accordance with the corresponding provisions in clauses 5 and 6 above.
Article 29 Amendment of a project in a case of use of a land use right and/or assets attached to the land
belonging to the investment project in order to conduct business cooperation
1. An investor is permitted to use a land use right and/or assets attached to the land belonging to the
investment project in order to conduct business cooperation.
2. Business cooperation as prescribed in clause 1 above must satisfy the following conditions:
(a) The conditions prescribed in article 52.2 of this Decree;
(b) The conditions for business cooperation stipulated in other relevant laws (if any).
3. An investor wishing to conduct business cooperation as prescribed in clause 1 above must prepare a
file requesting amendment of the project containing:
(b) Report on the status of project implementation up until the time of the business cooperation;
(c) Copy of the business cooperation contract [BCC];
(d) Copy data proving the legal entity status of the parties to the BCC;
(dd) Copy IRC or investment policy decision approval and/or decision approving the investor (if any) of the
investor using the land use right and/or assets attached to land belonging to the project in order to
conduct the BCC;
(e) Copy of one of the following documents namely land use right certificate, certificate of ownership of
housing and right to use residential land, certificate of land use right and of ownership of residential
housing;

(g) Copy of one of the following documents of the parties participating in the BCC namely financial
statements for the two most recent years or audit report of equity of the investors, undertakings to
provide financial support from the parent company and/or credit institution, guarantees on financial
capacity of the investors and/or data explaining the financial capacity of the investors.
4. The procedures on using a land use right and/or assets attached to the land belonging to a project in
order to conduct a BCC are regulated as follows:
(a) If the BCC changes items in the IRC or decision approving the investor or changes items in the
decision approving the investment policy in one of the cases prescribed in article 41.3 of the Law
on Investment, then the investor lodges eight (8) sets of the file prescribed in clause 3 above with
MPI or four (4) sets with the IRA to conduct procedures to amend the project in accordance with the
corresponding provisions in articles 44, 45, 46 and 47 of this Decree;
(b) If the BCC does not change contents of the IRC in the decision approving the investor or in the
decision approving the investment policy in any of the cases prescribed in article 41.3 of the Law
on Investment, then the investor may use the land use right and/or assets attached to the land for
the BCC and is not required to conduct procedures to amend the project in accordance with sub-
clause (a) above.
5. In the case of a BCC signed between foreign investors, or between a domestic investor and a foreign
investor, then the foreign investor using the land use right and/or assets attached to the land
belonging to the project for the BCC must conduct procedures to amend the project in accordance
with the corresponding provisions in articles 44, 45 and 46 of this Decree. If the BCC changes items
in the decision approving the investment policy in one of the cases prescribed in article 41.3 of the
Law on Investment, the investor must amend the IRC in accordance with article 47 of this Decree. If
the project has not yet been issued with an IRC, then the investor must conduct procedures for
issuance of same in accordance with the provisions of this Decree.
Article 30 Amendment of an investment project pursuant to a verdict or decision of a court or arbitrator
1. In the case of a project which much be amended pursuant to the effective verdict or decision of a
court or arbitrator, then the investor, based on such verdict or decision, must amend the project and
is permitted to continue implementation of it.
2. The investor prepares an application file to amend the project comprising:
(b) Copy data on legal entity status of the investor;
(c) Effective verdict or decision of the court or arbitrator;
(d) Copy IRC, decision approving the investment policy, and decision approving the investor (if any).
3. In the case of a project for which there is already investment policy approval, the procedures for
amending it are as follows:
(a) The investor lodges one (1) set of the file prescribed in clause 2 above with MPI or with the IRA
depending on which agency has authority to approve the investment policy decision for the project;
(b) Within seven (7) business days after receipt of the application file, MPI or the IRA, relying on the
effective verdict or decision of the court or arbitrator, makes a submission to the agency authorized
to approve the investment policy decision to amend same; and within five (5) business days after
receipt of such request, the agency concerned amends the decision approving the investment
policy.
Based on the decision approving amendment to the investment policy, the agency which approved
the investor amends the decision (if any) approving the investor, and the IRA amends the IRC (if
any). These amending decisions are sent to the court or arbitrator concerned and also to the investor.
4. In the case of a project which has been issued with an IRC but is not in the category requiring
approval of the investment policy, or has already received such approval but is not within the cases
prescribed in article 41.3 of the Law on Investment, the procedures for amendment of the project are
regulated as follows:
(a) The investor concerned lodges one (1) set of the application file prescribed in clause 2 above with
the IRA;
(b) Within five (5) business days after receipt of the file, the IRA, relying on the effective verdict or
decision of the court or arbitrator, conducts procedures to amend the IRA, and thereafter the
amended IRA is sent to the court or arbitrator concerned, to the judgment enforcement agency, and
to the investor.
5. If the investor fails to conduct procedures to amend the project pursuant to the effective verdict or
decision of the court or arbitrator, then the civil judgment enforcement agency or any other
organization or individual with rights and obligations related to the project has the right to request the
State agency authorized to approve the investment policy or the IRA to conduct procedures to amend
the project in accordance with the corresponding provisions in clauses 3 and 4 above.

Article 31 Amendment and extension of the operational term of an investment project
1. An investor is permitted to amend the operational term of the project in accordance with article
41.3(dd) of the Law on Investment [if the total duration will be more than 12 months beyond that set
out in the initial investment policy approval] and pursuant to article 27.2 of this Decree, and must
conduct the relevant procedures prescribed in articles 44, 45, 46 and 47 of this Decree.
2. The procedures for extending the operational term pursuant to article 27.4 of this Decree [after expiry
of the operational term] are as follows:
(a) For a project which already has investment policy approval, the investor lodges four (4) sets of an
application file with MPI or the IRA depending on which agency has authority to approve investment
policy for the project, such file to comprise: a letter requesting extension of the operational term;
decision approving the investment policy; IRC; decision approving the investor or document with
equivalent legal validity; certificate of land use right or document of equivalent legal validity; and
data proving the financial capacity of the investor namely one of the following: financial statements
of the investor for the two (2) most recent years, undertaking to provide financial support from the
parent company, undertaking to provide financial support from a credit organization, guarantee on
financial capacity of the investor, or other data proving the financial capacity of the investor;
(b) Within three (3) business days after receipt of a valid application file, MPI or the IRA sends the file
to the land management agency and other related agencies to obtain their opinions on satisfaction
of the conditions prescribed in article 44.4 of the Law on Investment and article 27.4 of this Decree;
(c) Within ten (10) days after receipt of a valid file, the agencies requested for their opinion must
provide same;
(d) Within fifteen (15) days after receipt of a valid file, MPI or the IRA considers the conditions for
extension of the operational term of the project and prepares an evaluation report and submits
same to the agency authorized to provide investment policy approval;
(dd) Within three (3) business days after receipt of such report, the agency authorized to provide
investment policy approval makes a decision on extending the operational term of the project;
(e) In the case of a project which has already been issued with an IRC and is not in the category
requiring investment policy approval, the investor lodges four (4) sets of the file prescribed in sub-
clause (a) above with the IRA which in turn conducts the corresponding procedures prescribed in
sub-clauses (b), (c), (d) and (dd) above in order to extend the operational term of the project.
3. In the case of a project using land, within a minimum six (6) months prior to expiry of the operational
term of the project, the investor much commence conduct of procedures to extend the operational
term of the project in accordance with clause 2 above.
Section 5
Procedures for suspending or terminating the operation of an investment project
Article 32 Conditions and procedures for suspending operation of an investment project
1. The operation of an investment project may be suspended in the cases prescribed in clauses 1, 2
and 3 of article 47 of the Law on Investment.
2. The total duration of a temporary suspension of operation of a project may not exceed 12 months. If
the temporary suspension is pursuant to the effective verdict or decision of a court or arbitrator or
decision of the State administrative agency for investment, the duration of such suspension shall
accord with such verdict or decision. If the verdict or decision does not specify the duration of the
temporary suspension of the project, then the total duration of suspension shall not exceed the
duration prescribed in this clause [12 months].
3. Temporary suspension of a project is implemented by the following procedures:
(a) If the investor makes its own decision to temporarily suspend operation as prescribed in article 47.1
of the Law on Investment, then the investor must send a notice to the IRA within five (5) business
days after the date of its decision, and the IRA shall receive the notice and in turn notify same to
other relevant agencies;
(b) If the State administrative agency for investment makes the decision, such agency shall rely on
opinions from other competent State agencies regarding the circumstances prescribed in
article 47.2 in order to make the decision suspending all or part of the operation of the investment
project and shall then notify such relevant agencies and the investor. The State administrative
agency for investment or the agency authorized in any of the sectors prescribed in sub-clauses (a),
(b), (c) and (dd) of article 47.2 of the Law on Investment shall prepare minutes prior to issuing the
decision on temporary suspension; and in a case of suspension pursuant to the verdict or decision
of a court or arbitrator, the State administrative agency for investment shall rely on such effective
verdict or decision to issue its own decision suspending all or part of the operation of the project;
(c) If a project causes or if there is a danger of the project causing harm to national defence and
security, then the provincial people's committee shall provide written notice to MPI advising the

name of the investor, the objectives, location, contents and process or project implementation; an
assessment of the impact or danger of adverse impact on national defence and security; and the
recommendation on suspending part or all of the operation of the project. Based on such proposal,
MPI shall obtain opinions from the Ministry of Defence and/or the Ministry of Public Security to in
turn make a submission to the Prime Minister to issue the decision suspending all or part of the
operation of the project.
Article 33 Conditions and procedures for terminating operation of an investment project
1. The operation of an investment project is terminated in the cases prescribed in clauses 1 and 2 of
article 48 of the Law on Investment.
2. The operation of a project is terminated in accordance with the following procedures:
(a) If the investor itself terminates the project as prescribed in article 48.1(a) of the Law on Investment,
then the investor sends the decision on termination to the IRA within fifteen (15) days after the date
of such decision, enclosing the IRC (if any);
(b) If termination is pursuant to the conditions for termination of operation prescribed in the contract or
charter of the enterprise, or upon expiry of the operational term of the project as prescribed in sub-
clauses (b) and (c) of article 48.1 of the Law on Investment, then the investor notifies the IRA and
hands in its IRC (if any) to the IRA within fifteen (15) days from the date of termination, enclosing a
copy of the data recording such termination, and the IRA then notifies termination of operation of
the project to the other relevant agencies;
(c) If termination is pursuant to article 48.2 of the Law on Investment [on the initiative of the IRA], then
the IRA issues the decision on termination and at the same time revokes the IRC [if any] for the
project, and such IRC is no longer effective as from the effective date of the decision terminating
operation of the project.
3. For a project operating pursuant to an investment certificate (which is concurrently the business
registration certificate) or an investment licence, the IRA issues the decision terminating operation
without revoking such certificate or licence, and in such case the business registration items in the
investment certificate which is concurrently the business registration certificate or in the investment
licence continue to be effective.
If the business registration certificate of an enterprise is revoked pursuant to the law on enterprises,
then the BRA conducts procedures to revoke the business registration items in the investment
certificate which is concurrently the business registration certificate; and the contents of the
investment project continue to be effective.
4. If an investor fails to conduct the procedures to terminate operation of the project as prescribed in
clause 2(b) above, then the IRA conducts such procedures in accordance with clause 2(c) above.
5. If the operation of a project is terminated for the reasons prescribed in sub-clause (a), (b) or (dd) of
article 48.2 of the Law on Investment, then the IRA prepares minutes prior to issuing a decision on
termination; and in the case of termination pursuant to article 48.2(d)6 of the Law on Investment, then
the IRA issues a decision terminating operation of the project after issuing a decision resuming the
land.
6. If the investor or the IRA issues a decision terminating only part of the operation of a project as
prescribed in clauses 1 and 2 of article 48 of the Law on Investment, then the investor continues to
implement the part of the project for which operation was not terminated but at the same time must
conduct procedures to amend the project in accordance with the corresponding provisions in
articles 44, 45, 46 and 47 of this Decree.
7. If operation of both the project and of the economic organization is terminated at the same time, then
operation of the project is terminated in accordance with this article and the investor must conduct
procedures to terminate the operation of the economic organization in accordance with the
corresponding regulations applicable to each type of economic organization.
8. After termination of operation of a project, the project is liquidated in accordance with the following
procedures:
(a) The investor itself liquidates the project in accordance with the law on liquidation of assets;
(b) For a project for which the State allocated or leased land or permitted conversion of the land use
purpose, provisions of the law on land and other relevant laws apply to processing of the land use
right and assets attached to the land;
(c) If during the process of liquidation of a project the investor being an economic organization is
dissolved or becomes insolvent, then the project is liquidated in accordance with the law on
dissolution and bankruptcy of economic organizations.
6 Allens footnote: Namely land is resumed because the land was not used or land use is behind the schedule prescribed by the
law on land

Article 34 Termination of the operation of an investment project when the IRA is unable to contact the
investor
1. If a project suspends operation and the investment registration agency [IRA] is unable to contact the
investor or its legal representative, then the IRA conducts the following procedures:
(a) Prepares minutes to the effect that the operation of the project has been suspended and that the
IRA is unable to contact the investor;
(b) Sends a letter requesting the investor to contact the IRA to resolve termination of operation of the
project, to the address which the investor registered with the IRA; and if within 30 days after such
letter has been sent the investor fails to contact the IRA, then the IRA conducts the procedures set
out in sub-clause(c) below;
(c) Sends a letter requesting assistance to contact the investor to the commune people's committee in
the locality where the investor resides (if the investor is an individual domestic investor) or to the
diplomatic representative agency in Vietnam of an investor with foreign nationality and at the same
time registers the notice requesting the investor to contact the IRA for a 90 day period on the
national investment portal.
2. After taking the measures prescribed in clause 1 above and on the expiry of 12 months from the date
of suspension of operation of the project without contact being made to the investor or its legal
representative, the IRA issues a decision terminating operation of the project.
3. After the IRA has made the decision on termination, management of the assets of the project is
conducted in accordance with the civil law on management of assets of people who go missing from
their place of permanent residence.
4. Competent State agencies, within the scope of their functions and powers, undertake the following:
(a) IRA appoints a person to supervise management of assets of the project after termination of its
operation pursuant to this article when requested by a competent State agency or any person with
related rights and interests, unless there is some other legal provision;
(b) The tax office and the customs office take measures in accordance with the law on management of
tax and other relevant laws to recover outstanding taxes and other financial obligations (if any)
which the investor owes to the State;
(c) The State administrative agency for land resumes the land and deals with assets on the land if the
project is in the category for which the law on land requires resumption of the land;
(d) The State administrative agency for labour guides assistance of employees who lost their jobs and
resolves the relevant regimes prescribed in the law on labour;
(e) Other relevant State administrative agencies undertake State administration of the project within the
scope of their respective functions and powers in accordance with law.
5. Any request or dispute between the investor on the one hand and any individual or organization on
the other regarding rights and obligations related to the project as prescribed in this article are
resolved by a court or an arbitrator in accordance with the agreement reached between the parties
and in accordance with the law of Vietnam.
Article 35 Termination of the operation of an investment project when the investor conducts investment
activities on the basis of a forged civil transaction as prescribed by civil law
1. The IRA issues the decision terminating all or a part of the operation of a project if the investor
conducted the investment activities on the basis of a forged civil transaction as prescribed by civil
law, and on the basis of the effective verdict or decision of a court or arbitrator.
2. The IRA and any other related entity has the right to request a competent level court to declare
invalid any forged civil transaction carried out during implementation of the project by the investor,
thereby providing the grounds for termination of all or a part of the activities of such project.
3. Article 57 of this Decree applies to the sequence and procedures for termination of the operation of
the project.
Article 36 Termination of the operation of an investment project pursuant to a verdict or decision of a
court or arbitrator
Based on the effective verdict or decision of a court or arbitrator terminating all or a part of the operation of
a project, the IRA conducts procedures to terminate same in accordance with the provisions of article 57
above.

Section 6
A number of provisions regarding investment activities in an industrial zone, export processing
zone, hi-tech zone and economic zone
Article 37 Investment for construction and commercial operation of infrastructure of an industrial zone,
export processing zone, hi-tech zone or economic zone
1. Any investment in construction and commercial operation of infrastructure of an industrial zone,
export processing zone, hi-tech zone and economic zone [hereinafter abbreviated as the relevant
zone] must comply with the master planning for such relevant zone approved by the authorized level.
2. In the case of an area with difficult socio-economic conditions, depending on the specific conditions
of the locality, the provisional people's committee makes a submission to the Prime Minister to issue
a decision establishing, or assigning a professional entity to establish the investor of the project for
construction and commercial operation of infrastructure of the relevant zone.
3. The investor implementing the project referred to in clause 2 above undertakes the following
activities:
(a) Builds factories, offices and/or warehouses for sale or lease;
(b) Makes a valuation of the fees for lease or sub-lease of the land for which technical infrastructure
has been built, and of the fees for using such infrastructure; and makes a valuation of the fees for
leasing or the price for selling a factory, office or warehouse and other service fees in accordance
with law and registers same with the management board of the relevant zone and also provides the
framework of service fees for using the infrastructure. Registration of such framework for the
various types of infrastructure use fees is conducted each six months or whenever there is an
amendment of such registered framework and other registered fees;
(c) Collects the various types of fees for using infrastructure;
(d) Transfers land use rights or leases or sub-leases out land on which infrastructure has been
constructed in the relevant zone to other investors in accordance with the law on land and the law
on real estate business;
(e) Undertakes other activities stipulated in the Law on Investment, this Decree and Government
regulations on industrial zones, export processing zones, hi-tech zones and economic zones, and
in other relevant laws.
Article 38 Procedures for an investment project in an industrial zone, export processing zone, hi-tech
zone or economic zone
The investor conducts the following procedures for an investment project in an industrial zone, export
processing zone, hi-tech zone or economic zone [the relevant zone]:
1. Leases or purchases a factory, office or warehouse which has been constructed, in order to serve its
production and business activities.
2. Pays for use of the infrastructure works and for other services comprising the road traffic system,
power and water supply, water discharge, information and communications, processing waste water
and solid waste and other public services and facilities (abbreviated as infrastructure use fees).
3. Transfers or receives a transfer of the land use right, or of the lease or sublease of land on which
infrastructure has been built in order to build a factory, office or other building/works serving its
production and business activities in accordance with the law on land and the law on real estate
business.
4. Leases or sub-leases a factory, office, warehouse or other buildings/works which have been built in
order to serve its production and business in accordance with the law on land and the law on real
estate business.
5. Conducts other activities prescribed in the Law on Investment, this Decree and Government
regulations on industrial zones, export processing zones, hi-tech zones and economic zones, and in
other relevant laws.
CHAPTER 5
Establishment of an Economic Organization and Conduct of Investment Activities by Foreign
Investors
Article 1 Establishment of an economic organization by a foreign investor
1. Except in the case prescribed in article 67 of this Decree, a foreign investor may establish an
economic organization to implement an investment project in accordance with the following
procedures:
(a) In the case of a new project, the foreign investor implements the procedures for investment policy
approval and for issuance of an IRC for the new project and then conducts procedures to establish

the economic organization in accordance with the regulations corresponding to the particular type
of economic organization;
(b) In the case of receipt of a transfer of a project and establishment of an economic organization, the
foreign investor conducts the procedures for issuance of an IRC (if such project has not been
issued with such certificate) or to amend the IRC (if the project has already been issued with such
certificate) and then conducts procedures to establish the economic organization in accordance
with the regulations corresponding to the particular type of economic organization.
2. The application file, sequence and procedures for establishing the economic organization are
implemented in accordance with the law on enterprises and regulations corresponding to the
particular type of economic organization.
3. The charter capital of the economic organization established by the foreign investor to implement the
project need not necessarily be the investment capital of the project; the economic organization
established by the foreign investor may contribute capital and raise other capital sources in order to
implement the project in accordance with the schedule prescribed in the IRC.
Article 2 Implementation of an investment project and business investment activities of an economic
organization with foreign investment capital [FIC]
1. In the case of implementation of a new project other than the project for which an IRC has been
issued, the economic organization with FIC conducts the following procedures:
(a) An economic organization prescribed in sub-clauses (a), (b) or (c) of article 23.1 of the Law on
Investment conducts procedures for investment policy approval and for issuance of an IRC in
accordance with the provisions of this Decree;
(b) An economic organization not in the category prescribed in sub-clause (a) above implements the
reporting regime prescribed in article 72.57 of the Law on Investment. The contents of the report
comprise the name of the project, its objectives and scale, the investment capital, the location,
operational term, schedule for implementation, requirements for workers, and investment incentives
(if any).
2. An economic organization with FIC has the right to amend the enterprise registration items at the
business registration office [BRO] and need not necessarily have an investment project. Any addition
of business investment industries and trades by the economic organization with FIC must comply
with the conditions (if any) on market approach by foreign investors.
3. An economic organization with FIC may establish a branch, representative office or business location
outside its head office without necessarily having an investment project. The application file,
sequence and procedures for establishment of a branch, representative office or business location by
an economic organization are implemented in accordance with the law on enterprises and
regulations corresponding to the particular type of economic organization.
4. When conducting investments and/or trading securities on the securities market, foreign investors
and economic organizations must comply with the law on securities regarding the procedures for
investment and regarding the ownership ratio of charter capital, except where an international treaty
on investment has some other provision on the ratio of ownership of charter capital.
Article 3 Conditions and principles for conduct of investment activities in the form of capital contribution,
or purchase of shares or a capital contribution portion
1. Any domestic investor contributing capital or purchasing shares or a capital contribution portion in an
economic organization which has been established in Vietnam must comply with the conditions and
procedures prescribed in the Law on Enterprises and regulations corresponding to the particular type
of economic organization.
2. Contributing capital and purchasing shares or a capital contribution portion on the securities market
are implemented in accordance with the law on securities.
3. In the case of an enterprise in which the State holds 100% charter capital, the representative of the
State capital portion invested in the enterprise must comply with the conditions and procedures
stipulated in the law on management and use of State capital invested in production and business in
enterprises, and with the law on management and use of public assets and other relevant laws when
conducting an investment in the form of capital contribution or purchase of shares or a capital
contribution portion in an economic organization or when transferring contributed capital or shares to
any other organization or individual.
4. A foreign investor contributing capital to or purchasing shares or a capital contribution portion in an
economic organization established in Vietnam must satisfy the conditions prescribed in article 24.2 of
the Law on Investment, comprising:
7 Allens footnote: Namely for a project not in the category requiring an IRC to be issued, the investor must report to the IRA
before implementing the project.

(a) The conditions applicable to foreign investors on market approach in accordance with article 9.3 of
the Law on Investment and articles 15, 16 and 17 of this Decree.
(b) The conditions on ensuring national defence and security and on land use by an economic
organization to which a foreign investor contributes capital, purchases shares or a capital
contribution portion if such economic organization has been issued with a certificate to use land on
an island or broader commune, ward or town, or on a coastal commune, ward or town, or in another
area or zone impacting on national defence and security, unless such economic organization is
implementing a project in an industrial zone, export processing zone, high tech zone or economic
zone established in accordance with Government regulations.
5. Any foreign organization or individual receiving shares or a capital contribution portion in an
economic organization established in Vietnam via a contract of exchange, a contract of donation or
some other contract transferring ownership in accordance with law or as an inheritance must satisfy
the conditions in clause 4 above and must conduct procedures in accordance with the regulations
applicable to foreign investors investing in the form of capital contribution or purchase of shares or
capital contribution portions.
Article 4 Procedures for conducting investment activities in the form of capital contribution, purchase of
shares or of a capital contribution portion by a foreign investor
1. Except in the cases prescribed in article 26.2 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 a capital
contribution portion must conduct procedures to register change of members and/or shareholders
with the BRO in accordance with the law on enterprises and other regulations depending on the
particular type of economic organization.
2. An economic organization to which a foreign investor contributes capital or purchases shares or a
capital contribution portion in the cases prescribed in article 26.2 of the Law on Investment must
lodge one set of an application file to register such contribution or purchase with the IRA in the
locality where the economic organization has its headquarters, such file to comprise:
(a) Request for registration of the contribution or purchase with information about enterprise
registration by the economic organization to which the foreign investor proposes to contribute
capital or purchase shares or a capital contribution portion; the relevant business industry or trade,
a list of owners, members, founding shareholders, and list of owners, members or shareholders
being foreign investors (if any); the charter capital ownership ratio of foreign investors both before
and after such contribution or purchase; the value of the forecast transaction value of the contract
on the capital contribution or purchase; and information about the investment project (if any) of the
economic organization;
(b) Copy legal [identification] papers on the entity making the contribution or purchase and on the
economic organization to which the contribution is to be made or in which the purchase of shares or
a capital contribution portion is to be made;
(c) In-principle agreement on the contribution or purchase as between the foreign investor and the
economic organization, or as between the foreign investor and the shareholders or members of
such economic organization;
(d) Copy land use right certificate of the economic organization in the case prescribed in article 65.4(b)
of this Decree.
3. In the cases prescribed in sub-clauses (a) and (b) of article 26.2 of the Law on Investment, within
fifteen (15) days after receipt of a valid application file as prescribed in clause 2 above, the IRA must
consider satisfaction of conditions for capital contribution or purchase as prescribed in article 24.2 of
the Law on Investment and in article 65.4 of this Decree and must notify the investor thereof, except
in the case prescribed in clause 4 below. The notification is sent to the foreign investor and to the
economic organization to which the foreign investor contributes capital or in which it makes the
purchase.
4. The IRA conducts the following procedures if the economic organization to which the foreign investor
makes the contribution or in which it conducts the purchase has a land use certificate for land on an
island or boarder commune, ward or town, or on a coastal commune, ward or town, or in another
area or zone impacting on national defence and security:
(a) Within three (3) business days after receipt of a valid application as prescribed in clause 2 above,
the IRA obtains an opinion from the Ministry of Defence and from the Ministry of Public Security on
satisfaction of the conditions prescribed in article 65.4(b) of this Decree;
(b) Within seven (7) business days after receipt of the request for their opinions, such ministries must
provide their opinion on whether the economic organization satisfies the conditions on ensuring
national defence and security, but if on expiry of this seven (7) day period no opinion is received,
then the ministries will be deemed to have agreed that such conditions have been satisfied;

(c) Within fifteen (15) days after receipt of a valid application file, the IRA considers satisfaction of
conditions for contributing capital or purchasing shares or a capital contribution portion in
accordance with article 24.2 of the Law on Investment and article 65.4 of this Decree and relies on
the opinions received from the Ministry of Defence and from the Ministry of Public Security in order
to notify the investor, with such notification to be sent both to the foreign investor and to the
economic organization concerned.
5. After the foreign investor receives approval to making the contribution or to the purchase as
prescribed in clauses 3 and 4 above, the economic organization concerned conducts procedures to
change its members and/or shareholders at the business registration office [BRO] in accordance with
the law on enterprises and other regulations depending on the particular type of economic
organization. The rights and obligations of any foreign investor in its capacity as a member or
shareholder of the economic organization are established after completion of the procedures for
changing members and/or shareholders.
Article 5 Procedures for establishment, capital contribution, purchase of shares or a capital contribution
portion in a small or medium sized enterprise [SME] which is an innovative start -up enterprise
or an innovative start-up investment fund
1. In the case of establishment of an SME innovative start-up enterprise to implement a project
prescribed in article 19.8 of this Decree or to contribute capital to or purchase shares or a capital
contribution portion in a start-up SME to implement a project prescribed in article 19.8 of this Decree,
the foreign investor conducts the same procedures as apply to a domestic investor in accordance
with the Law on Enterprises without having to conduct the corresponding procedures prescribed in
articles 22 and 26 of the Law in Investment and in articles 63 to 66 inclusive of this Decree.
2. When establishing an enterprise for the purpose of managing an innovative start-up investment fund
in accordance with the law on support for SMEs or when contributing capital to such fund, the foreign
investor conducts the corresponding procedures prescribed in the Law on Support for SMEs but
need not conduct the procedures prescribed in articles 22 and 26 of the Law on Investment and in
articles 53 to 66 inclusive of this Decree.
CHAPTER 6
Offshore Investment Activities
Section 1
General provisions
Article 1 Investors eligible to conduct offshore investment activities [are as follows:]
1. Enterprises established and operating pursuant to the Law on Enterprises and the Law on
Investment.
2. Cooperatives and cooperative unions established and operating pursuant to the Law on
Cooperatives.
3. Credit institutions established and operating pursuant to the Law on Credit Institutions.
4. Family households registered in accordance with the law of Vietnam.
5. Individuals with Vietnamese nationality, except in the cases prescribed in article 17.2 of the Law on
Enterprises.
6. Other organizations conducting business investment in accordance with the law of Vietnam.
Article 2 Sources of offshore investment capital [comprise:]
1. Money and other lawful assets of the investor including equity, loan capital in Vietnam remitted
offshore, and profit earned from offshore investment projects retained in order to make further
offshore investment.
2. Money and lawful assets prescribed in clause 1 above comprise:
(a) Foreign currency in an account held at an authorized credit institution or foreign currency
purchased at a credit institution authorized in accordance with law;
(b) Vietnamese dong in conformity with the law of Vietnam on foreign exchange control;
(c) Machinery, equipment, supplies, raw materials, fuel, finished goods and semi-finished goods;
(d) The value of intellectual property rights, technology, trademarks and property/asset rights;
(dd) Shares, capital contribution portions and projects of investors exchanged at economic organizations
in Vietnam and economic organizations overseas in accordance with clause 4 below;
(e) Other lawful assets in accordance with the civil law.
3. Offshore investment capital may be used to contribute or lend capital to economic organizations
overseas, or to pay purchase money for shares or capital contribution portions or to discharge
guarantee obligations arising (if any) in order to conduct offshore investment in the forms prescribed

in sub-clauses (a), (b), (c) and (dd) of article 52.1 of the Law on Investment. Capital amounts remitted
offshore but then recovered and repatriated are not included in capital remitted overseas.
4. A Vietnamese investor is permitted to use the shares, capital contribution portions or investment
projects of such investor in Vietnam in order to make payment or exchange for the purchase of
shares, capital contribution portions or investment projects of an economic organization offshore. In
such case, the Vietnamese investor first carries out procedures for issuance of an offshore
investment registration certificate [IRC], and then the foreign investor carries out procedures for
investment in Vietnam in accordance with law.
Article 3 Offshore investment by an economic organization with FIC in Vietnam
For an economic organization with foreign investor/s holding more than 50% charter capital, the source of
offshore investment capital must be equity excluding capital contributed to conduct the investment activity in
Vietnam. If additionally contributed capital is used to make the offshore investment, then the investor must
first conduct procedures for issuance of an offshore IRC in accordance with the provisions of this Decree,
and then carry out procedures to fully contribute/pay up charter capital in Vietnam before remitting
investment capital offshore.
Article 4 Offshore investment by State owned enterprise [SOEs]
1. The law on management and use of State capital invested in production and business in enterprises
and other relevant laws apply to the conditions for an investment decision; to the authority, sequence
and procedures for issuing an investment decision; and to termination of investment in the case of
offshore investment projects of SOEs.
2. The owner's representative agency makes the decision on the policy of the offshore investment and
on termination of same in accordance with internal rules which must be consistent with the authority
and duties prescribed in the law on management and use of State capital invested in production and
business in enterprises and other relevant laws.
3. The owner's representative agency has the following responsibilities:
(a) To make decisions on offshore investments in accordance with its authority and is liable for the
effectiveness of such investment activities in accordance with the law on management and use of
State capital invested in business in enterprises and other relevant laws;
(b) To inspect and supervise offshore investment activities, and to resolve any difficulties during
implementation of the law on offshore investment;
(c) To manage and supervise use of State capital for offshore investment by SOEs including State
capital invested in enterprises managed by such agency in its capacity as the owner's
representative; and to assess the effectiveness of use of State capital in enterprises conducting
offshore investment;
(d) To implement the reporting regime on offshore investments within the managerial scope of such
agency as required by article 73 of the Law on Investment and to send such reports to MPI.
Article 5 Industries and trades in which offshore investment is conditional
1. In the case of [offshore investment in] banking, insurance or securities as prescribed in sub-clauses
(a), (b) and (c) of article 54.1 of the Law on Investment, an investor must satisfy the conditions
prescribed by law for such sectors and must have written approval from the competent agency.
2. In the case of [offshore investment in] press, radio and television prescribed in sub-clause (d) of
article 54.1 of the Law on Investment, the investor must be an organization licensed to operate in the
press, radio and television sectors in Vietnam and must have written approval from the Ministry of
Information and Communications.
3. In the case of [offshore investment in] real estate business as prescribed in article 54.1(dd) of the
Law on Investment, the investor must be an enterprise established in accordance with the Law on
Enterprises.
Article 6 Data determining the location for implementation of the offshore investment project
1. The following investment projects must have data determining the location for their implementation:
(a) Projects within the category for which the Prime Minister or National Assembly approves the
offshore investment policy;
(b) Energy projects;
(c) Projects regarding animal husbandry, cultivation, afforestation or aquaculture;
(d) Projects for survey, exploration, exploitation or processing of minerals;
(dd) Projects for construction of plants/factories, or production, processing or manufacturing
facilities/establishments;

(e) Projects for construction of building works and infrastructure; and real estate projects except for
provision of the following services namely real estate brokerage, real estate trading floors, real
estate consultancy and management.
2. Data determining the location for implementation of the project means one of the following
documents which fixes the location:
(a) Investment licence or document with equivalent value of the country or territory being the
investment recipient;
(b) Decision allocating or leasing land from the authority of the country or territory being the investment
recipient;
(c) Contract of the winning tenderer or contractor; land allocation or land lease contract; or business
cooperation contract enclosing proof of the right of the contractual party regarding the location;
(d) In-principle agreement on allocation or lease of land or on leasing the business location or on
transfer of the right to use the land or assets attached to land; or business cooperation contract
enclosing proof of the authority of the contractual party regarding the right to reach an agreement
on location.
Article 7 Data determining the form of the offshore investment
1. In the case of offshore investment in the form of an offshore contract as prescribed in article 52.1(b)
of the Law on Investment, the investor lodges the agreement or contract with the foreign party
regarding the investment or other data of equivalent value enclosing data on the legal status of the
foreign party.
2. In the case of offshore investment in the form of capital contribution or purchase of shares or capital
contribution portion in an economic organization overseas in order to participate in management of
such organization, the investor lodges the agreement or contract or other data determining the capital
contribution or purchase of shares or capital contribution portion enclosed with data on the legal
entity status of the economic organization overseas to which the investor is contributing capital or in
which it is purchasing shares or the capital contribution portion.
3. In the case of any other offshore investment form pursuant to the law of the investment recipient
country as prescribed in article 42.1(dd) of the Law on Investment, the investor lodges data
determining the form of such investment in accordance with the law of the country or territory which is
receiving the investment.
Section 2
Procedures for issuance and amendment of an offshore investment registration certificate [IRC] in
the case of projects requiring offshore investment policy approval
Article 8 Application file for issuance of an offshore IRC for a project requiring offshore investment
policy approval
1. [The application file for issuance of the offshore IRC contains] the documents stipulated in
article 57.1 of the Law on Investment.
2. Regarding the data prescribed in article 57.1(dd) of the Law on Investment, if the investor lodges an
undertaking to itself balance sources of foreign currency then it lodges such undertaking together
with written certification from a credit institution of the balance in the foreign currency account of the
investor.
3. Written certification from the tax authority of performance of tax obligations by the investor as
required by article 60.5 of the Law on Investment.
4. Data determining the location for implementation of the offshore investment project in the cases
prescribed in article 73 above.
5. Data determining the form of the offshore investment in the cases prescribed in article 74 above.
6. Report on lending to the overseas economic organization setting out the name of the borrower, total
loan amount, loan purpose and conditions, disbursement plan and debt recovery plan, measures for
property security and methods for realization of the security property (if any); plan on balancing
foreign currency sources for lending; an assessment of the borrower's financial capacity; and the
level of risk and forecast measures for preventing risks regarding loans if the investor lends to an
overseas economic organization to implement the project.
7. Data identifying discharge of guarantee obligations arising if the investor guarantees a loan to an
overseas economic organization to implement the investment project.
8. Any other relevant data.

Article 9 Sequence and procedures for issuance of an offshore IRC for a project requiring offshore
1. Article 57 of the Law on Investment and separate Government regulations on the sequence and
procedures for evaluating an important national project apply to the sequence and procedures for
issuance of an offshore IRC for a project requiring approval form the National Assembly.
2. In the case of an offshore investment for which the Prime Minister provides investment policy
approval, the following sequence and procedures apply:
(a) The investor declares information in its application file for issuance of the offshore IRC on the
national information system on investment [the system] and lodges eight (8) sets of a file, including
one original set, with MPI within the next following fifteen (15) days; and MPI receives the file if it
has sufficient documents in the prescribed quantity;
(b) Within three (3) business days after receipt of the file, MPI sends the file to obtain opinions from the
State Bank, the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labour, the line
ministry and the provincial people's committee in the locality where the investor has its head office
or has registered permanent residence;
(c) Within fifteen (15) days after receipt of the request and the file, the agencies referred to above
provide a written opinion on the items within the scope of their State managerial authority and for
items on which MPI has delegated authority to such agencies;
(d) Within thirty (30) days of receipt of the file, MPI arranges an evaluation and prepares the report with
the items prescribed in article 57.3 of the Law on Investment and submits same to the Prime
Minister for his approval of the offshore investment policy;
(dd) If during the evaluation process there are items in the file which need to be clarified, then MPI
provides a written notice to the investor, and if after the investor has provided an explanation or
supplemented the file there still remain insufficient conditions to submit the file to the Prime Minister
for approval, then MPI provides a further written notice to the investor refusing to issue the offshore
IRC;
(e) Within ten (10) days after receipt of the evaluation report from MPI, the Prime Minister issues a
decision approving the offshore investment policy with the contents prescribed in article 57.8 of the
Law on Investment;
(g) In the case of an offshore investment by an SOE, after the Prime Minister provides the investment
policy approval decision, the competent agency as prescribed in the law on management and use of
State capital invested in production and business in enterprises issues a decision permitting the
offshore investment;
(h) Within five (5) business days after receipt of the Prime Minister's decision referred to in sub-clause
(e) above and the offshore investment decision referred to in sub-clause (g) above, MPI issues the
offshore IRC for the investor recording the investment project code number in accordance with
article 37 of this Decree and sends a copy of the IRC to the State bank, the Ministry of Finance, the
Ministry of Foreign Affairs, the Ministry of Labour, the line ministry and the provincial people's
committee in the location where the investor has its head office or has registered permanent
residence, and also to the tax office to certify the investor's tax obligations and to the agency
representing the owner of the investor (if any);
(i) If the Prime Minister refuses to provide offshore investment policy approval, then within three (3)
business days after receipt of the written opinion from the Prime Minister, MPI provides a written
notice to the investor refusing to issue an offshore IRC and specifying the reasons for same.
Article 10 Application file, sequence and procedures for amendment of an offshore IRC for a project
requiring offshore investment policy approval
1. An application file for amendment of the offshore IRC contains:
(a) The data prescribed in article 63.3 of the Law on Investment;
(b) The data prescribed in sub-clauses (c), (d), (dd), (e) and (g) of article 57.1 of the Law on
Investment and in clauses 2, 4, 5, 6, and 7 of article 75 of this Decree relevant to the amended
items;
(c) Other relevant data.
2. The sequence and procedures for amendment of an offshore IRC in the case of a project within the
authority of the National Assembly to provide the investment policy approval or amendment of same
are implemented in accordance with article 57 of the Law on Investment and separate Government
regulations on the sequence and procedures for evaluation of important national projects.
3. The sequence and procedures for amendment of an offshore IRC for a project for which the Prime
Minister provides investment policy approval or amendment of same are as follows:
(a) The investor declares information in its application file for amendment of the offshore IRC on the
national information system on investment [the system] and lodges eight (8) sets of a file, including

one (1) original file, with MPI within the following fifteen (15) day period; and MPI receives such file
when it has sufficient documents in the prescribed quantity;
(b) Within three (3) business days after receipt of the file, MPI sends it to obtain opinions from the
following agencies namely the State Bank, the Ministry of Finance, the Ministry of Foreign Affairs,
the Ministry of Labour, the line ministry, and the provincial people's committee in the locality where
the investor has its head office or has registered permanent residence;
(c) Within fifteen (15) days after receipt of the request and the file, the agencies referred to in sub-
clause (b) above provide their written opinion on the items within the scope of their managerial
authority or within the scope of the matters delegated to them by MPI;
(d) Within thirty (30) days after receipt of the file, MPI arranges an evaluation and prepares an
evaluation report with the items as proposed by the investor for amendment in accordance with
article 57.3 of the Law on Investment and submits same to the Prime Minister for offshore
investment policy approval or approval to amendment of such policy;
(dd) If during evaluation of the file there are items which need to be clarified, MPI provides a written
request to the investor; and if after the investor provides an explanation or supplements its file there
are still insufficient conditions to make a submission to the Prime Minister, MPI provides a written
notice to the investor refusing amendment of the offshore IRC;
(e) Within ten (10) days after receipt of the evaluation report from MPI, the Prime Minister approves the
offshore investment policy or approves an amendment to same in accordance with the items
prescribed in article 57.8 of the Law on Investment;
(g) In the case of an offshore investment by an SOE, after the Prime Minister provides the decision
approving the offshore investment policy or amending same, the agency authorized by the law on
management and use of State capital invested in production and business at enterprises issues a
decision amending the offshore investment activity;
(h) Within five (5) business days after receipt of the decision from the Prime Minister referred to in sub-
clause (e) above and the decision amending the offshore investment activity as referred to in sub-
clause (g) above, MPI amends the offshore IRC and at the same time sends copies to the State
Bank, the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labour, the line ministry,
the provincial people's committee in the locality where the investor has its head office or has
registered permanent residence, to the tax office to determine tax obligations owing by the investor,
and also to the agency (if any) representing the owner of the investor;
(i) If the Prime Minister does not approve the offshore investment policy or amendment of same, then
within three (3) business days after receipt of the written notice from the Prime Minister, MPI sends
written notice to the investor refusing to amend the offshore IRC and specifying the reasons.
Section 3
Procedures for issuance and amendment of an offshore IRC in the case of a project not requiring
offshore investment policy approval
Article 11 Application file, sequence and procedures for issuance of an offshore IRC for a project not
1. The application file for issuance of the offshore IRC comprises:
(b) If the investor provides a written undertaking to itself arrange for foreign currency balancing as
prescribed in article 61.2(d) of the Law on Investment, then the investor must enclose written
certification from a credit institution of the balance in the investor's foreign currency account held at
such bank;
(c) Certificate from the tax authority regarding the investor's discharge of tax obligations;
(d) Data determining the location for implementation of the offshore investment project in a case as
prescribed in article 73 of this Decree;
(dd) Data determining the form of the offshore investment.
2. The sequence and procedures for issuance of the offshore IRC are as follows:
(a) The investor declares information in its application file requesting issuance of the offshore IRC on
the system and thereafter lodges three (3) sets of the file, including one (1) original set, with MPI
within the following fifteen (15) days; MPI receives such file if it has sufficient data in the prescribed
quantity;
(b) MPI checks the validity of the file, and if it is invalid or contains unclear items, MPI provides a
written request to the investor within five (5) business days after receipt of the file;
(c) If the amount of capital in foreign currency to be remitted overseas is VND 20 billion, then MPI
obtains a written opinion from the State Bank in accordance with article 61.3 of the Law on
Investment; within seven (7) business days after receipt of the request, the State Bank provides a
written response to MPI regarding the status of capital remitted overseas prior to issuance of the

offshore IRC, and an opinion on whether or not the investor satisfies the conditions prescribed by
law for remittance of money, for lending to an economic organization overseas or for providing a
guarantee to an economic organization overseas and on other relevant matters;
(d) If the project involves the investor making a loan to the economic organization overseas in order to
implement the investment activity, then after issuance of the offshore IRC the investor must conduct
procedures to obtain approval for making the offshore loan in accordance with the law on foreign
exchange;
(dd) If the offshore investment is in press, radio and/or television, then MPI obtains an opinion from the
Ministry of Information and Communications in accordance with article 72.2 above, and such ministry
provides its written response within seven (7) business days after receipt of the request from MPI;
(e) Within fifteen (15) days after receipt of a valid file, MPI issues the offshore IRC recording the
investment project code number as prescribed in article 37 above and sends copies of the IRC to
the State Bank, the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labour, the
line ministry, the provincial people's committee in the locality where the investor has its head office
or has registered permanent residence, the tax office to certify discharge by the investor of its tax
obligations, and to the agency (if any) representing the owner of the investor;
(g) If an application file is invalid or if the conditions for issuance of the offshore IRC have not been
satisfied, then MPI provides a written notice to the investor refusing to issue the offshore IRC and
setting out the reasons.
Article 12 Application file, sequence and procedures for amendment of an offshore IRC for a project not
1. The application file for amendment of the offshore IRC comprises:
(b) The data prescribed in sub-clauses (d) and (dd) of article 61.2 of the Law on Investment and in sub-
clauses (b), (d) and (dd) of article 78.1 of this Decree relevant to the amended items;
(c) Data identifying discharge of the guarantee obligations arising if the project is one in which the
investor guarantees a loan to an overseas economic organization to implement the investment
project.
2. The sequence and procedures for amending the offshore IRC are:
(a) The investor declares information in its application file to amend the offshore IRC on the national
information system on investment [the system] and then lodges three (3) sets of the file, including
one (1) original set, with MPI within the next following fifteen (15) days; and MPI receives the file
when it has sufficient documents in the prescribed quantity;
(b) MPI checks the validity of the file, and if the file is invalid or contains unclear items, then within five
(5) business days after receipt of the file MPI provides written notice to the investor to remedy
same;
(c) If the amount of foreign currency capital to be remitted overseas is VND 20 billion, then MPI obtains
a written opinion from the State Bank in accordance with article 61.3 of the Law on Investment;
within seven (7) business days after receipt of the request, the State Bank provides a written
response to MPI regarding the status of capital remitted overseas prior to issuance of the offshore
IRC, and an opinion on whether or not the investor satisfies the conditions prescribed by law for
remittance of money, for lending or providing a guarantee to an economic organization overseas
and on other relevant matters;
(d) If the project involves the investor lending or providing a guarantee to the overseas economic
organization, then the investor must conduct the procedures to obtain approval for the overseas
loan or to discharge the guarantee obligation in accordance with the law on foreign exchange
control;
(dd) If the offshore investment is in press, radio and/or television, then MPI obtains an opinion from the
Ministry of Information and Communications in accordance with article 72.2 above, and such ministry
provides its written response within seven (7) business days after receipt of the request from MPI;
(e) Within fifteen (15) days after receipt of a valid file, MPI amends the offshore IRC and sends copies
of the IRC to the State Bank, the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of
Labour, the line ministry, the provincial people's committee in the locality where the investor has its
head office or has registered permanent residence, the tax office to certify discharge by the investor
of its tax obligations, and to the agency (if any) representing the owner of the investor;
(g) If an application file is invalid or if the conditions for amendment of the offshore IRC have not been
satisfied, then MPI provides a written notice to the investor refusing to amend the offshore IRC and
setting out the reasons.
3. The sequence and procedures for updating information about the offshore investment project on the
system are as follows:

(a) Within one (1) month from the time when the offshore project has amended/changed items which
result in its not falling within the category requiring amendment of the offshore IRC as prescribed in
article 63.2 of the Law on Investment, the investor must access its account issued for the offshore
investment project on the system and update the changed items;
(b) With respect to the items recorded in the offshore IRC as updated by the investor on the system as
prescribed in sub-clause (a) above, MPI records such items onto the amended offshore IRC when
the investor conducts the procedures for amendment of same.
Article 13 Online issuance and amendment of an offshore IRC
1. In the case of an application file for issuance or amendment of an offshore IRC for a project with
offshore investment capital below VND20 billion, and not in an offshore industry or trade subject to
conditions, the investor may select to lodge its application file in paper form in accordance with the
corresponding sequence prescribed in articles 78 or 79 of this Decree, or to lodge the file online on
the national information system on investment in the form of with or without a digital signature.
2. Articles 37, 38, 39 and 40 of this Decree apply to a project code number, and to the procedures for
issuance and amendment of the offshore IRC.
Article 14 Procedures for reissuance and editing of information on an offshore IRC
Article 41 of this Decree applies to the procedures for reissuance and editing of information on an offshore
IRC.
Section 4
Commencement of implementation of investment projects
Article 15 Remittance of investment capital overseas
1. An investor remits its investment capital overseas in order to implement the offshore investment
activity in accordance with article 66 of the Law on Investment.
2. An investor is permitted to transfer foreign currency or goods, machinery and equipment overseas
prior to issuance of the offshore IRC in order to cover activities necessary to form the investment
project, namely:
(a) Market research and research of investment opportunities;
(b) Field surveys;
(c) Researching data;
(d) Collection and purchase of data and information relevant to selection of an investment project;
(dd) Collation, evaluation and assessment, including selection and hiring of experts to evaluate and
assess investment projects;
(e) Organization of seminars and scientific conferences;
(g) Establishment and operation of an offshore contact office relevant to formation of the investment
project;
(h) Participation in international bidding; lodging a deposit, escrow or other form of financial guarantee;
paying fees and costs required by a party inviting tenders or by the country or territory being the
investment recipient and relevant to the conditions for participating in bidding or implementing an
investment project;
(i) Participation in a merger or acquisition, in lodging a deposit or an escrow deposit or some other form
of financial guarantee, or paying fees and costs at the request of the company seller or in accordance
with the law of the country or territory being the investment recipient;
(k) Negotiating a contract;
(l) Purchasing or hiring assets to support the formation of the offshore investment project.
3. The remittance of foreign currency or other items offshore as prescribed in clause 2 above must be
implemented in accordance with the laws on foreign exchange control, on export, on customs, and
on technology.
4. The limit on foreign currency remittance prescribed in clause 2 above is five [5] percent of the total
offshore investment capital and must not exceed US$300,000, which is included in the total offshore
investment capital, unless Government regulations provide otherwise.
5. The State bank provides detailed guidelines on foreign exchange control applicable to remittance of
foreign currency overseas in order to implement the activities prescribed in this article.
6. Remittance of capital in the form of goods, machinery and equipment overseas and their repatriation
to Vietnam from an offshore investment project must be implemented in accordance with the customs
procedures stipulated in the law on customs. The Ministry of Finance provides detailed guidelines on
remittance of goods, machinery and equipment overseas in order to implement the activities
prescribed in this article.

Article 16 Implementation of the regime on reporting an offshore investment
1. After being issued with an offshore IRC, the investor is issued with an account to access the national
information system on investment [the system] in order to provide reports as required by the
regulations.
2. Investors are required to provide reports on the status of their offshore investment project activity in
accordance with the provisions in clauses 3, 4 and 5 of article 73 of the Law on Investment, and at
the same time must manage their accounts and promptly update complete and accurate information
onto the system.
3. If there is any difference between the information reported on the system and information in paper
reports, then reliance is placed on the information on the system.
4. If an investor fails to implement the reporting regime, the following shall apply:
(a) MPI shall provide a written reminder on the occasion of the first offence;
(b) A penalty shall be imposed for an administrative offence in accordance with the law on
administrative breaches in the planning and investment sector;
(c) The breach shall be publicized on the system, on the website of MPI and on other mass media.
Article 17 Financial obligations
1. Investors are liable to fully discharge their financial obligations arising from their offshore investments
and owing to the State in accordance with the law on taxation.
2. Investors being SOEs are liable to fully discharge their financial obligations arising from their offshore
investments and owing to the State in accordance with the law on taxation, and the law on
management and use of State capital invested in production and business and enterprises.
3. Exemption of import and export duty on capital provided in goods, machinery and equipment and
remitted overseas to implement the investment activity and repatriated to Vietnam is implemented in
accordance with the law on import and export duty.
Article 18 Sending Vietnamese employees to work in an offshore investment project
1. Investors are only permitted to send Vietnamese employees to work in their offshore investment
projects pursuant to the Vietnamese law on labour and the law on labour of the country or territory
being the investment recipient.
2. Investors must complete procedures for sending Vietnamese employees to work in their offshore
investment projects, ensuring the lawful interests of Vietnamese employees overseas; and are
responsible to resolve any issues arising regarding same in accordance with the law of Vietnam on
sending workers overseas pursuant to contracts and in accordance with other relevant laws.
Article 19 Ending offshore investment activities
1. After the end of the investment activity, an investor must liquidate the project in accordance with the
law of the country or territory being the investment recipient.
2. Within six (6) months after the date of the report on tax finalization or the report of equivalent legal
validity pursuant to the law of the country or territory being the investment recipient regarding
completion/liquidation of the investment project, the investor must repatriate to Vietnam all income
received from liquidation of the investment project.
3. If it is necessary to extend the time limit prescribed in clause 2 above, then fifteen (15) days prior to
the expiry of such time limit an investor may provide a written request to MPI setting out the reasons
for same, and an extension may only be granted on one occasion and for no more than six (6)
months. Within fifteen (15) days after receipt of a written request from an investor, MPI shall provide
a written response on extension of the time-limit for repatriation to Vietnam of the entire proceeds
from liquidation of the investment project.
4. Within sixty (60) days after completion of liquidation of the offshore investment project and
repatriation to Vietnam of the entire proceeds (if any) from such liquidation, an investor must conduct
procedures to terminate the effectiveness of the offshore IRC in accordance with article 87 of this
Decree.
Article 20 Application file, sequence and procedures for terminating the effectiveness of an offshore IRC
1. The investor lodges two (2) sets of a file for terminating the effectiveness of the offshore IRC,
including one (1) original set, containing:
(a) Request for termination of effectiveness of the offshore IRC;
(b) Original of the issued offshore IRC;
(c) The form of the decision terminating the offshore project corresponding to the provisions in
article 59 of the Law on Investment;

(d) Data proving that the investor has completed termination and liquidation of the project and has
handed over all the money and assets and has repatriated all the money and assets to Vietnam in
accordance with article 86 of this Decree;
(dd) Data proving the legal entity status of the investor.
2. MPI checks the validity of the file, and if it is invalid or unclear, provides a written notice to the
investor to complete same.
3. MPI sends the file to the State Bank requesting its opinion on the status of foreign exchange trading
by the investor, and compliance with the regulations on foreign exchange control and breaches (if
any).
4. Within fifteen (15) days after receipt of a valid file, MPI issues the decision terminating effectiveness
of the offshore IRC and sends copies to the investor, to the State Bank, the Ministry of Finance, the
Ministry of Foreign Affairs, the Ministry of Labour, the line ministry, and to the provincial people's
committee in the locality where the investor had its headquarters or has registered permanent
residence, and also to the tax office to certify discharge of tax obligations by the investor, and also to
the agency representing ownership of the investor (of any such agency).
5. In a case of termination as prescribed in article 64.1(d) of the Law on Investment [the investor
transfers all offshore investment capital to a foreign investor] then prior to such transfer and
termination of the project, the investor must notify the State Bank.
6. In a case of termination as prescribed in article 64.1(dd) of the Law on Investment [failure to
implement the project within twenty-four (24) months after issuance of the offshore IRC] and the
investor fails to terminate effectiveness of the offshore IRC then MPI, based on the law on investment
in this Decree, shall terminate effectiveness of such offshore IRC and send the decision to the
investor and to the relevant State administrative agencies. If after such termination the investor
wishes to continue to implement the offshore investment project, the investor must conduct
procedures for issuance of an offshore IRC in accordance with the Law on Investment in this Decree.
7. In a case of the a project in the category requiring offshore investment policy approval, the agency
making such decision shall terminate effectiveness and report to agency or person authorized to
make such investment policy approval decision.
CHAPTER 7
Investment Promotion
Article 1 Contents of investment promotion activities
1. Researching potential markets, investment trends and partners.
2. Building logos, disseminating information about and promoting and introducing the environment,
policies, investment potential and opportunities and connections.
3. Supporting, guiding and facilitating investment activities.
4. Constructing an information system and data base for investment promotion activities.
5. Formulating a list of projects calling for/attracting investment.
6. Publishing material on investment promotion activities.
7. Conducting training and strengthening the capacity for investment promotion.
8. Both domestic and international cooperation regarding investment promotion.
Article 2 Methods of promoting investment promotion activities
1. Investment promotion is conducted by the following methods:
(a) Collating information and researching formulation of plans, reports and data, formulating an
information system and data base serving investment promotion activities, and constructing a
website on investment promotion;
(b) Arranging for survey and research delegations both at home and overseas: and investment
promotion missions on specific topics or partners;
(c) Arranging forums, seminars and discussions on investment promotion both at home and overseas;
(d) Arranging discussions between agencies, organisations and enterprises on the one hand and
investors on the other;
(dd) Connecting investors with State agencies, and with other investors and other entities;
(e) Disseminating information about the investment environment, and about investment policies and
laws on mass media both at home and overseas;
(f) Providing information and guidelines for investors to conduct investment procedures and other
relevant administrative procedures;
(g) Collating proposals and recommendations received from investors and assisting to reduce
difficulties during business and investment activities.

2. Investment promotion activities may use one or more of the above methods depending on the
specific contents and requirements of each activity.
Article 3 Coordinating investment promotion activities
1. The methods of promoting investment promotion activities are:
(a) Arranging investment promotion activities ensuring the efficiency and suitability for the domestic or
international context, or for the territorial or local context and for the specific conditions at any one
time;
(b) Balancing the content, timing, progress, and members of investment promotion teams and their
budgets in accordance with practical requirements.
2. MPI is the focal agency assisting the Government to coordinate investment promotion activities, with
the following responsibilities:
(a) To guide ministries, ministerial equivalent agencies and provisional people's committees to
formulate annual investment promotion programs consistent with the national planning and program
on investment promotion;
(b) Coordinating implementation of the national program on investment promotion;
(c) Guiding and arranging implementation of ministerial and provisional people's programs on
investment promotion.
3. Ministry, ministerial equivalent agencies and provisional people's committees have the following
responsibilities:
(a) To coordinate implementation of the investment promotion programs of their units;
(b) To make recommendations to MPI to amend the national investment promotion program;
(c) To regularly review the stages of implementation of investment promotion activities correctly in
accordance with approved programs and to update such information on to the national information
system on investment promotion.
Article 4 Investment promotion agencies
1. MPI is the focal agency assisting the Government to administer activities regarding investment
promotion throughout the entire country.
2. Ministries and other sectors assigned focal units to carry out investment promotion activities which
are part of the former's functions and authority.
3. Departments of Planning and Investment [DPIs] act as the focal agency in assisting their provisional
people's committee to administer the work of investment promotion.
4. Depending on specific requirements and conditions, the provisional people's committee establishes
an agency or section on investment promotion within the apparatus of such committee and is
responsible to arrange material conditions, working conditions and funding for operation.
5. In the case of establishing an investment promotion agency under the provisional people's
committee, agreement must first be obtained from the ministry of home affairs and from MPI before
making a submission to the Prime Minister to issue the appropriate decision in accordance with law.
6. Focal points for investment promotion overseas;
(a) The Vietnamese representative agency overseas is the focal point for investment promotion in such
country;
(b) Depending on the specific requirements of each locality, MPI reaches agreement with the ministry
of foreign affairs on the number of staff dedicated to investment promotion but if there are two or
more investment promotion officers in a locality then the overseas Vietnamese diplomatic mission
shall establish an investment promotion department;
(c) Any investment promotion focal point or agency overseas is subject to instructions from MPI and
overall direction by Vietnam's overseas representative mission.
Article 5 National investment promotion program
1. The national investment promotion program is a collection of investment promotion activities at the
national level, but with an inter-regional and inter-sectoral character, as carried out by provincial
people's committees with State budget funding.
2. Formulation of the national investment promotion program:
(a) MPI is the focal agency for formulating this program on an annual basis by collating the proposals
of the presiding agency;
(b) Prior to 30 May each year, the presiding agency sends its proposals on the program for the
following year to MPI both in written form and by publishing same on the national information
system on investment promotion [the information website]; and any proposals sent after this
deadline are collated into the national program for the next year;
(c) Prior to 30 June each year, MPI notifies the presiding agency of its requirements for amending or
supplementing the program and also publishes same on the information website;

(d) Prior to 15 July each year, the presiding agency implements the requests of MPI for amending the
program and publishes same on the information website;
(dd) Prior to 30 August each year, MPI sends the Ministry of Finance the proposed program for the
following year for the latter to advise on funding;
(e) Within twenty (20) days after the Ministry of Finance advises on funding, MPI approves the national
program for the following year in accordance with the written recommendation of the presiding
agency which is also published on the information website;
(f) Based on the approved national program, the State administrative agency for investment promotion
under MPI signs a contract assigning investment promotion activities to the presiding agency, and
advances support funding and eventually conducts accounting finalization of such funding pursuant
to the signed contract.
3. Amendment of the national investment promotion program [the national program]:
(a) If the presiding agency requires an amendment to the approved national program, it sends its
proposal to MPI in writing and publishes same on the information website, setting out the reasons
and method of such amendment;
(b) Within fifteen (15) days after receipt of the proposal from the presiding agency, MPI makes a
decision on amending the approved national program and notifies the relevant agencies in writing
and publishes same on the information website.
4. MPI regulates standard forms for formulating and amending the national investment promotion
program.
Article 6 Investment promotion programs of ministries, ministerial equivalent agencies and provincial
people's committees
1. Guidance on formulating investment promotion programs:
(a) MPI formulates a plan on investment promotion for each period of socio-economic development in
order to guide the work of promoting investment on a nationwide basis;
(b) Depending on specific requirements and conditions, MPI guides ministries, ministerial equivalent
agencies and provincial people's committees to formulate their annual investment promotion
programs.
2. Formulation of investment promotion programs:
(a) Prior to 30 May each year, ministries, ministerial equivalent agencies and provincial people's
committees [referred to as the relevant agencies] send their proposed investment promotion
programs for the following year to MPI both in writing and by publishing same on the information
website, and any proposals sent after such deadline are collated into the programs for the following
year;
(b) Prior to 30 July each year, MPI provides its opinion on the draft programs of the relevant agencies
in writing and by publishing same on the information website;
(c) Prior to 30 August each year and after receiving agreement from MPI, the relevant agencies
approve their programs for the following year and send same to MPI in writing and publish same on
the information website.
3. Based on the status of implementation of their investment promotion programs and specific
conditions, after receiving agreement from MPI, the relevant agencies may make decisions amending
their programs and notify same to MPI in writing and publish same on the information website.
4. MPI regulates the standard forms for formulating and amending investment promotion programs of
agencies, ministries, ministerial equivalent agencies and provincial people's committees.
Article 7 Investment promotion during high level diplomatic affairs of the State
1. The presiding agency is responsible to coordinate with MPI and the Ministry of Foreign Affairs and
other relevant agencies in formulating plans for investment promotion during high level diplomatic
affairs of the State.
2. The presiding agency is responsible to arrange for investment promotion activities to be carried out in
accordance with the plan agreed by MPI and the Ministry of Foreign Affairs or the agency assigned to
act as the focal agency for high level diplomatic affairs of the State.
3. Other agencies, provincial people's committees and entities participating in investment promotion
activities in the context of high level diplomatic affairs of the State are responsible:
(a) To comply with rules, requirements and guidelines from the presiding agency, MPI, the Ministry of
Foreign Affairs, the Ministry of Public Security or the focal agency for high level diplomatic affairs of
the State;
(b) To appoint representatives to attend high level diplomatic sessions and to be responsible for such
appointments.

Article 8 Coordination between investment promotion activities and commercial, tourism, diplomatic and
economic promotion activities
1. Ministries, ministerial equivalents, agencies and provincial people's committees presiding over
implementation of activities combining investment promotion with trade, tourism or economic
diplomacy must coordinate with and have agreement from MPI on the contents of such investment
promotion when they formulate programs and arrange implementation of same.
2. Coordination items are:
(a) Notification of the plan on implementing activities which combine investment promotion with trade,
tourism or economic diplomacy to MPI in writing at least seven (7) days in advance and via the
information website;
(b) Reaching agreement with MPI on the contents of such investment promotion activities combined
with trade, tourism or economic diplomacy.
Article 9 Non-State funded investment promotion activities
1. Non-State funded investment promotion activities may be conducted by agencies, organizations and
individuals [entities] both in Vietnam and overseas by the funding sources prescribed in
sub-clauses (b), (c) and (d) of article 97.1 below.
2. Entities conducting investment promotion activities overseas must comply with the law of the foreign
country and the law of Vietnam.
3. Entities conducting investment promotion activities must provide at least fifteen (15) days' advance
notice and thereafter notify the results no later than fifteen (15) days after completion to the DPI. Pre
and post notification must be made in writing and via the information website.
Article 10 Funding for investment promotion activities
1. Funding for investment promotion activities is provided from the following sources:
(a) State budget;
(b) Contributions from participating organizations and enterprises;
(c) Aid provided by both domestic and foreign organizations and individuals;
(d) Other lawful funding sources stipulated by law.
2. State budget estimates are prepared and allocated to ministries including line ministries [all referred
to as ministries] for investment promotion activities as follows:
(a) Ministries collate their estimated budget for investment promotion activities, after reaching
agreement with MPI, into their annual State budget plan and submit same to the Ministry of
Finance;
(b) Based on the ability to balance the State budget and after reaching agreement with MPI on the
investment promotion activities, the Ministry of Finance approves and allocates an annual budget to
ministries to conduct investment promotion activities;
(c) Thereafter the ministries, based on the estimates assigned to them by the Ministry of Finance,
allocate detailed estimates to their subsidiary units to conduct the investment promotion activities.
3. Regarding investment promotion activities conducted by provincial people's committees, based on
written agreement from MPI on such activities to be conducted, a provincial people's committee,
depending on the ability to balance its local budget, assigns duties to its units to conduct the activities
and arranges funding for same, and such funding is included in the annual local budget estimate.
4. Regarding investment promotion activities which arise on a one-off basis during working programs of
State leaders, the Government, on the basis of reaching agreement with MPI, and the presiding
agency formulate a budget and send it to the Ministry of Finance for a decision in accordance with
the Law on State Budget.
5. In the case of the national investment promotion program, MPI presides over coordination with the
Ministry of Finance in formulating a plan on an annual State budget funding estimate.
CHAPTER 8
State Administration of Investment
Section 1
Duties and powers of ministries, ministerial equivalent agencies, provincial people's committees
and related agencies
Article 1 State administration of investment activities in Vietnam
1. The Ministry of Planning and Investment [MPI] assists the Government to exercise uniform State
administration of investment in Vietnam, and undertakes duties and exercises powers relevant to
such administration as prescribed in article 69.2 of the Law on Investment and undertakes other

tasks and exercises other powers in accordance with this Decree and delegation of authority from the
Government and Prime Minister.
2. Ministries and ministerial equivalent agencies [hereinafter all referred to as ministries] undertake the
duties and exercise the powers prescribed in article 69.3 of the Law on Investment and also the
following duties and powers:
(a) The Ministry of Finance presides over coordination with other relevant State agencies in evaluating
and providing its opinion on financial issues of investment projects; and provides Government
guarantees in the case of projects for which the National Assembly or the Prime Minister provides
investment policy approval, and in the case of infrastructure development projects;
(b) The Ministry of Natural Resources and Environment [MONRE] presides over coordination with
other relevant State agencies to guide and check implementation of regulations on natural
resources and on environmental protection during investment activities, and also evaluates and
provides its opinion on land issues and environmental issues of projects;
(c) The Ministry of Science and Technology [MOSTE] coordinates with other relevant agencies in
formulating and submitting to the authorized level to issue, and guides and checks implementation
of regulations on investment activities in the science and technology sectors, and evaluates and
provides its opinion on science and technology issues in investment projects for which the National
Assembly or Prime Minister provides investment policy approval;
(d) The Ministry of Construction presides over coordination with relevant State agencies in formulating
and submitting to the authorized level to issue, and guides and checks inspection of regulations on
investment in construction, and evaluates and provides its opinion on construction issues in
investment projects;
(dd) The Ministry of Defence and the Ministry of Public Security, depending on their respective functions
and duties, formulate and issue or submit to the authorized level to issue legal instruments identifying
areas which impact on national defence and security in accordance with the Law on Investment, this
Decree and the law on national defence and security; and provide their opinions on satisfaction of
requirements for ensuring national defence and security as prescribed in this Decree;
(e) The State Bank of Vietnam presides over coordination with other State agencies in formulating and
submitting to the authorized level to issue, and guides and checks implementation of regulations on
credit and on foreign exchange control during investment activities, and provides its opinion on
credit issues and foreign exchange control issues of projects for which the National Assembly and
Prime Minister provide investment policy approval;
(g) Other ministries undertake the duties and exercise the powers prescribed in article 69.3 of the Law
on Investment and undertake other tasks and exercise other powers as prescribed in this Decree and
3. Provincial people's committees have the following duties and powers:
(a) To manage plans attracting investment capital sources, and to prepare and announce a list of
projects calling for investment within the locality;
(b) To manage, supervise, guide and resolve difficulties during local investment activities in accordance
with their functions and authority;
(c) To instruct, guide, supervise and check implementation of duties by the IRA during issuance of
IRCs and in managing local investment activities;
(d) To direct the IRA and business registration office and other State agencies responsible for land, the
environment and construction to continuously conduct procedures to facilitate favourable conditions
for investors during their investment activities;
(dd) To undertake the duties and exercise the powers prescribed in article 69.4 of the Law on Investment
and other duties and powers prescribed in this Decree and other relevant law.
Article 2 State administration of offshore investment activities
1. MPI undertakes the duties and exercises the powers of State administrator of offshore investment
activities as prescribed in article 69.2 of the Law on Investment and other duties and powers
prescribed in this Decree.
2. The Ministry of Finance has the following duties and powers:
(a) To provide its opinion on application files for offshore investment policy approval in the case of
projects for which the National Assembly or the Prime Minister provides such approval on financial,
tax and customs issues; and also provides its opinion on difficulties of offshore investment by SOEs
when requested by the Prime Minister or MPI;
(b) To monitor discharge of financial obligations investors owe to the State, and to assess the efficiency
of offshore investments by SOEs in accordance with law;
(c) To provide reports on the status of discharge of financial obligations by investors to the State, and
on effective use of State capital invested in enterprises investing overseas and the status of State

administration of offshore investment activities in accordance with article 73 of the Law on
Investment.
3. The State Bank of Vietnam has the following duties and powers:
(a) To issue in accordance with its authority or to submit to the authorized level to issue regulations,
regimes and policies on lending for offshore investment, and on foreign exchange control relating to
offshore investment activities;
(b) To inspect and check remittances from Vietnam to foreign countries and vice versa regarding
(c) To act as the focal agency in formulating and submitting for promulgation regulations on the
sequence and procedures for approval for economic organizations to make loans for offshore
investment and to guarantee non-residents;
(d) To provide reports as prescribed in article 73 of the Law on Investment on the status of remittances
from Vietnam to foreign countries (both before and after an offshore IRC is issued) and vice versa
relating to offshore investment projects.
4. The Ministry of Foreign Affairs has the following duties and powers:
(a) To preside over coordination with MPI in formulating and issuing or submitting to the authorized
level to issue legal instruments and support regimes for Vietnamese representative agencies
overseas regarding protection of the lawful rights and interests of Vietnamese investors in foreign
countries;
(b) To provide its opinion on application files for offshore investment when requested by the Prime
Minister or MPI;
(c) To direct Vietnamese representative agencies overseas to coordinate with the relevant focal
agencies in monitoring and assisting offshore investment activities by Vietnamese when necessary,
and to assist MPI in certifying information relating to such activities within the areas which those
agencies manage when so requested;
(d) To provide reports as prescribed in article 73 of the Law on Investment on the status of assistance
provided by Vietnamese representative agencies overseas for offshore investment activities
conducted by Vietnamese investors.
5. The Ministry of Industry and Trade has the following duties and powers:
(a) To preside over coordination with MPI and other relevant agencies in formulating and issuing, or
submitting to the authorized level to issue regulations, regimes and policies on trade, industry and
energy relevant to offshore investment activities;
(b) To conduct checks and inspection and to supervise trade, industry and energy activities relevant to
offshore investments;
(c) To undertake the reporting regime on the status of offshore investment in the trade, industry and
energy sectors in accordance with article 73 of the Law on Investment.
6. The Ministry of Labour has the following duties and powers:
(a) To formulate and issue or to submit to the authorized level to issue regulations, regimes and
policies on management and employment of Vietnamese workers relative to offshore investment
activities;
(b) When requested by the Prime Minister or MPI, to provide its opinion on labour issues relevant to
(c) To conduct checks and inspections and to supervise the provision of Vietnamese employees to go
overseas to work in offshore projects;
(d) To undertake the reporting regime as required by article 73 of the Law on Investment.
7. Other ministries have the following duties and powers:
(a) To undertake the duties and exercise the powers prescribed in article 69.3 of the Law on
Investment and in accordance with the provisions of this Decree and other relevant laws;
(b) When requested by the Prime Minister or MPI, to provide opinions on issues within the sectors
subject to their State administration;
(c) To conduct checks and inspections and to supervise issues within the scope of their State
administration regarding offshore investment;
(d) To undertake the reporting regime prescribed in article 73 of the Law on Investment.
8. Vietnamese representative offices/agencies overseas have the following duties and powers:
(a) To obtain information and to support Vietnamese investors in their business investment activities
and also to comply with the law of the investment recipient country; to protect the lawful rights and
interests of Vietnamese investors overseas, and to facilitate conditions for them and to reduce their
difficulties during offshore investment in accordance with the law on Vietnamese representative
agencies overseas; and to assist MPI and other agencies to obtain information relevant to business
investment activities of Vietnamese investors when requested;

(b) On an annual basis or on a one-off basis when requested, to provide reports on offshore
investment activities in the area they manage and to send same to the Ministry of Foreign Affairs to
in turn report same to MPI.
Article 3 Duties and powers of investment promotion agencies
1. MPI has the following duties and powers:
(a) To preside over coordination with ministries and provincial people's committees in guiding and
formulating programs and plans on investment promotion and assisting such agencies to formulate
their annual program, and also to formulate and implement the national investment promotion
program;
(b) To guide implementation of the reporting regime on investment promotion activities;
(c) To undertake activities as part of the programs prescribed in sub-clause (a);
(d) To assess the status of conduct of investment promotion activities and to check their effectiveness;
(dd) To coordinate with the Ministry of Foreign Affairs and the Ministry of Home Affairs and to make a
submission to the Prime Minister on appointing a focal agency for investment promotion overseas;
(e) To arrange training on investment promotion work;
(g) To periodically report to the Prime Minister on the status of investment promotion activities.
2. The Ministry of Finance has the following duties and powers:
(a) To preside over coordination with MPI in arranging funding from the State Budget and to manage
finances and funding for investment promotion activities;
(b) To coordinate with MPI and other agencies in formulating plans on funding for the national
investment promotion program and the programs of the various agencies and provincial people's
committees;
(c) To preside over coordination with the Ministry of Foreign Affairs and MPI in arranging State budget
funds for investment promotion activities overseas;
(d) To preside over coordination with MPI and other relevant agencies in resolving difficulties regarding
funding for investment promotion activities;
(dd) To guide preparation of estimated budgets, use and accounting finalization of same;
(e) To preside over coordination with MPI in guiding collection and use of fees for registration on the
national information system on investment promotion.
3. The Minister of Foreign Affairs has the following duties and powers:
(a) To coordinate with MPI and other relevant agencies in undertaking investment promotion programs
and activities and in combining such activities during the course of foreign affairs with external
parties;
(b) To assist and participate in investment promotion activities overseas on written approval from MPI;
and if any new such activities arise, Vietnamese representative agencies overseas are responsible
to reach agreement with MPI before implemented same;
(c) To direct and guide Vietnamese representative agencies overseas to manage investment promotion
activities overseas;
(d) To preside over coordination with MPI and the Ministry of Home Affairs in making a submission to
the Prime Minister to establish and staff a focal agency for investment promotion overseas;
(dd) On the basis of the proposal made by MPI, to issue a decision on the staffing of such focal agency
overseas;
(e) To arrange the material facilities, working conditions and funding for such focal agency overseas.
4. Other ministries and provincial people's committees have the following duties and powers;
(a) To preside over coordination with MPI in formulating their annual investment promotion programs,
and in making suggestions for items to be included in the national program;
(b) To undertake investment promotion activities in accordance with their authority;
(c) To coordinate with each other during implementation of investment promotion activities.
Section 2
Regime on reporting investment activities, investment promotion activities and operation of the
national information system on investment
Article 4 Contents of reports and timing of reports by State administrative agencies for investment
1. The IRA report as follows to the provincial people's committee:
(a) Quarterly reports which are submitted prior to the 15 th day of the first month of the quarter following
the quarter of the report and containing the following items: evaluation of the status of receipt of
application files for, and on issuance, amendment and withdrawal of IRCs and the operational
status of investment projects;
(b) Annual reports which are submitted prior to 10 April of the year following the year of the report and
containing the following items: evaluation of the status of investment in the year, the proposed plan

on attraction and disbursement of investment capital for the following year, and a list of projects in
which investors are currently interested.
2. Provincial people's committees periodically compile on a quarterly and annual basis the reports from
the IRA under their management in order to report the items prescribed in clause 1 above to MPI
after five (5) business days after the deadline for reports by the IRA.
3. State administrative agencies provide information to MPI in accordance with the following provisions:
(a) The Ministry of Finance provides on a quarterly basis information about the status of issuance,
amendment and withdrawal of IRCs or other documents of equivalent legal validity in respect of
insurers and securities companies; compiles on an annual basis annual financial statements of
economic organizations with FIC throughout the entire country in order to provide reports on norms
in relation to the status of import and export, finance and payments by such economic organizations
to the State budget. The reporting time is prior to the 12 th day of the first month of the quarter
following the quarter of the report in the case of quarterly reports, and 31 May of the year following
the year of the report in the case of annual reports;
(b) The Ministry of Industry and Trade provides a quarterly report on the status of issuance,
amendment, termination of operation and operational results of foreign investment projects in the
sector of petroleum exploration and production in Vietnam. The reporting time is prior to the 15 th day
of the first month of the quarter following the quarter of the report;
(c) The Ministry of Justice provides a quarterly report on the status of issuance, amendment,
termination and operational results in respect of branches and law firms. The reporting time is prior
to the 15th day of the first month of the quarter following the quarter of the report;
(d) The State Bank of Vietnam provides a quarterly report on the status of issuance, amendment,
termination of operation and operational results in respect of the commercial presence of foreign
finance companies and credit institutions in Vietnam. The reporting time is prior to the 15 th day of
the first month of the quarter following the quarter of the report;
(dd) The Ministry of Labour, War Invalids and Social Affairs provides an annual report on the status of
registration for and issuance of permits for foreign employees of economic organizations with FIC.
The reporting time is prior to 15 April of the year following the year of the report;
(e) The Ministry of Science and Technology provides an annual report on the status of technology
transfer by economic organizations with FIC. The reporting time is prior to 15 April of the year
following the year of the report;
(g) Provincial people's committees provide an annual report to MPI and the Ministry of Natural
Resources and Environment on the status of allocation, lease and use of land by economic
organizations with FIC. The reporting time is prior to 15 April of the year following the year of the
report.
4. MPI compiles and sends on an annual basis to the Prime Minister reports on the status of investment
throughout the entire country in accordance with article 72.2(dd) of the Law on Investment.
Article 5 Contents of reports and timing of reports by economic organizations implementing investment
projects
1. Economic organizations implementing investment projects must provide reports to the IRA and to the
local administrative agency for statistics.
2. Quarterly reports which are submitted prior to the 10 th day of the first month of the quarter following
the quarter of the report and containing the following items: implemented investment capital, net
revenue, exports, imports, labour, taxes and payments to the State budget, the status of use of land
and water surfaces.
3. Annual reports which are submitted prior to 31 March of the year following the year of the report and
containing the following items: the same details as provided in the quarterly report and also profit,
income of employees, any payments and investments made in scientific research and technological
development, and in environmental protection and/or dealing with environmental [problems] and
origin of used technology.
Article 6 Contents of reports and timing of reports on investment promotion
1. Ministries and provincial people's committees monitor the progress of, compile [data] on and report
the implementation of investment promotion activities under the national investment promotion
program and the investment promotion programs in their branches and localities, regarding the
results of implementation, the level of completion and the annual budget prior to 31 January of the
following year.
2. MPI compiles and sends on an annual basis to the Prime Minister reports on investment promotion
throughout the entire country in the second quarter of the following year.

Article 7 Reporting methods
1. Reports on investment projects:
(a) Economic organizations implementing investment projects send reports online via the information
website;
(b) The IRA sends reports in writing and reports online via the information website.
2. Reports on investment promotion:
(a) Ministries and provincial people's committees send reports in writing to MPI and reports online via
the information website;
(b) Agencies presiding over investment promotion activities send reports online via the information
website.
3. MPI issues standard forms for reporting and monitors and inspects compliance with the reporting
regime prescribed in this Decree.
Article 8 Regime on coordinating management and operation of the national information system on
investment
1. MPI presides over and co-ordinates with relevant State administrative agencies in formulation and
operation of the national information system on investment [the information website] and in guiding
management, operation and exploitation of such system.
2. Ministries, branches and provincial people's committees provide and update information onto the
information website about investment activities within the scope of their managerial authority and
conducted within such branch or locality; and arrange exploitation and use of the national information
system on investment in accordance with the provisions of the Law on Investment, this Decree and
3. The IRA is responsible for using the said system to conduct operations relating to the receipt,
issuance, amendment and withdrawal of IRCs; to monitor, supervise and assess the status of
implementation of investment projects; to implement the investment reporting regime and to provide
guidance to economic organizations implementing investment projects to use the system in
accordance with this Decree.
4. The agency managing and operating the information website and the national information system on
enterprise registration is responsible to exchange information about the status of enterprise
registration by economic organizations with FIC, and capital contribution or purchase of shares or
capital contribution portions by foreign investors upon resolution of the procedures prescribed in
articles 63 and 66 of this Decree, investment conditions applicable to foreign investors, the list of
conditional industries and trades, and the prescribed business investment conditions.
5. The agency managing and operating the national information system on investment promotion is
responsible to compile information about the status of investment promotion throughout the entire
country; and organizes exploitation and provision of information and assists agencies, organizations
and enterprises in carrying out investment promotion and investment connection activities.
6. Economic organizations implementing investment projects are issued with accounts to access the
system for complying with the prescribed regular reporting regime.
7. MPI provides detailed guidelines for management, operation, exploitation and use of the national
information system on investment.
CHAPTER 9
Implementing Provisions
Section 1
Amendment and additions to a number of Decrees relating to business investment
Article 1 Amendments to Decree 46/2014/ND-CP dated 15 May 2014 regulating collection of land and
water surface rent
The following amendments are made to Decree 46/2014/ND-CP dated 15 May 2014 regulating collection of
land and water surface rent (as amended by Decrees 135/2016/ND-CP dated 9 September 2016,
35/2017/ND-CP dated 3 April 2017 and 123/2017/ND-CP dated 14 November 2017):
1. Clause 4 is added to Article 19 [Land rent or water surface rent exemption] as follows:
"4. In the case of the investment projects prescribed in article 20.2 of the Law on Investment
[investment projects with a large socio-economic impact], the Prime Minister shall decide
the duration of exemption of land and water surface rent but not to exceed 1.5 times the
duration prescribed in clause 3(d) above and not to exceed the duration of the investment
project."
2. Clause 2 is added to Article 20 [Land, rent or water surface rent reduction] as follows:

"2. In the case of the investment projects prescribed in article 20.2 of the Law on Investment
[investment projects with a large socio-economic impact], the Prime Minister shall decide
the level of reduction of land rent but not to exceed 1.5 times the level prescribed in
clause 1(a) above."
Article 2 Amendments to Decree 52/2020/ND-CP dated 27 April 2020 on investment in construction
and commercial operation of golf courses
1. Article 10 is amended as follows:
"Article 10 Sequence and procedures for investment policy approval, for issuance of the
investment registration certificate [IRC], for approval of the investor and for amendment of a golf
course project
1. The provisions of the law on investment and of this Decree apply to the authority,
application file, sequence and procedures for investment policy approval, approval of the
investor, issuance of the IRC, and amendment of a project for investment in construction
and commercial operation of a golf course.
2. A proposal for an investment project for construction and commercial operation of a golf
course comprises the items prescribed in the law on investment and in this Decree,
including an explanation of satisfaction of the principles and conditions prescribed in
articles 3, 5, 6, 7 and 8 of this Decree.
3. The provisions of the law on investment and of this Decree apply to the contents of an
evaluation of a proposal for investment policy approval, and an evaluation of the contents
of an amended investment policy for construction and commercial operation of a golf
course, including an assessment of satisfaction of the principles and conditions prescribed
in articles 3, 5, 6, 7 and 8 of this Decree."
2. Clause 2 of Article 13 and clauses 3 and 4 of Article 14 are repealed.
3. Clause 4 of Article 16 [Responsibilities of provincial people's committees] is amended as follows:
"4. To provide investment policy approvals for golf course projects in accordance with the
provisions of the law on investment, and to collate and assess the status of approvals of
such policies and the status of implementation of golf course projects within the locality."
Article 3 Amendments to Decree 25/2020/ND-CP dated 28 February 2020 with detailed regulations for
implementation of the law on tendering regarding selection of investor
[This Article is not translated in this document, but see our translation of Decree 25 for the full
amendments.]
Article 4 Amendments to Decree 96/2014/ND-CP dated 1 July 2016 regulating the conditions on
security and order applicable to a number of conditional business investment industries and
trades
1. The following are appealed, namely clause 10 of Article 3, clause 7 of Article 6, and Articles 10 and
34.
2. The expression 'debt recovery business' is repealed in Articles 19.3(c) and 24.2(a).
Article 5 Amendments to Decree 82/2018/ND-CP dated 22 May 2018 regulating management of
industrial zones and economic zones
Clause 2 and 3 of Article 66 of Decree 82 are appealed.
Article 6 Amendments to Decree 11/2013/ND-CP dated 14 January 2013 regulating management of
investment in development of urban zones
1. Article 29 is amended as follows:
"Article 29 Obtaining evaluation opinions on a request for investment policy approval in the
case of a project for investment in construction of an urban zone.
1. Approval of the investment policy for the project for investment in construction of an urban
zone is implemented in accordance with the provisions of the law on investment.
2. MPI obtains an evaluation opinion from the Ministry of Construction on the items prescribed
in clauses 3 and 4 of this article in the case of a project for which the Prime Minister
provides investment policy approval; and the IRA obtains an evaluation opinion from the
Department of Construction on the items described in clauses 3 and 4 below in the case of
a project for which the provincial people's committee has authority to provide investment
policy approval.
3. Opinions are obtained on the following items in the case of a project for construction of an
urban zone with residential housing:
(a) The items on which the law on residential housing requires an evaluation opinion;
(b) An assessment of compliance of the project with the objectives and developmental

orientation of urban zones in the program on urban development approved by the
authorized level (if any). If there is no such approved program, then an evaluation opinion
must be obtained on compliance by the project with the objectives and urban development
orientation in approved general master planning/zoning or provincial master
planning/zoning;
(c) Consideration of the consistency as between the preliminary plan on investment phases,
the proposed division into sub-projects (if any) and the preliminary plan on investment and
construction and on management of urban infrastructure both within and outside the scope
of the project.
4. An evaluation opinion must be obtained on the following items in the case of a project for
construction of an urban zone without residential housing;
(a) Assessment of the conformity of the project with detailed planning (if any) and with zoning
(if any), but if either of these plans/zoning have not yet been approved, then an
assessment of the conformity of the project with general master planning/zoning;
(b) The items prescribed in sub-clauses (b) and (c) of clause 3 above."
2. The following are appealed namely Articles 20-28 inclusive; Articles 30 and 33; clauses 8 and 9 of
Article 41, and Article 51.
Article 7 Amendments to Decree 99/2003/ND-CP dated 28 August 2003 issuing the Rules on hi-tech
zones
1. Sub-clause (e) is added to clause 1 of Article 9 [Investment in Construction of Technical
Infrastructure Facilities] as follows:
"1. Capital from the State Budget shall be allocated for the following duties:
(e) To implement strategies, plans and programs on science and technology in high-tech
zones in order to develop high-tech products in a number of key industries along the value
chain."
2. Clause 1 of Article 10 [High-Tech Zone Enterprises] is amended as follows:
"1. High-tech zone enterprises are enterprises established in accordance with the law and
operating in high-tech zones and comprise infrastructure development enterprises, high-
tech zone enterprises, high-tech service enterprises, high-tech park development
companies, residential service enterprises and export processing enterprises."
3. Article 15a is added as follows:
"Article 15a Export processing enterprises in high-tech zones
1. An export processing enterprise in a high-tech zone means an enterprise established and
operating in an export processing zone being part of a high-tech zone or an enterprise
which converts to production of high-tech products for export.
2. In addition to the investment incentives and support prescribed in this Decree, export
processing zones in a high-tech zone are subject to separate regulations applicable to
export processing zones operating in industrial zones and economic zones as prescribed in
the law on industrial zones and export processing zones.
If an enterprise operating in a high-tech zone being a zone which satisfied the conditions
for customs inspection and supervision, which satisfied the provisions applicable to non-
tariff zones and the provisions on import and export duty prior to the effective date of the
Decree guiding implementation of the Law on Investment [Decree 31 dated 1 April 2021],
then the same regulations apply to such enterprise as applied to export processing zones
in industrial zones and economic zones as prescribed in the law on industrial zones and
economic zones as from the date on which the enterprise satisfied such conditions."
4. Clause 2 of Article 35 [Duties and Powers of High-Tech Zone Management Committees] is amended
as follows:
"2. Calling for investment, and managing investment and construction:
(a) To devise and implement the plan for calling for investment and promotion of investment;
(b) To issue, amend and revoke investment registration certificates [IRCs] and decisions
approving investment policies and to exercise other powers of an investment registration
agency [IRA] in accordance with the provisions of the Law on Investment and its
implementing guidelines;
(c) To select investors to implement projects in accordance with the Rules on selection of
investor issued by the head of the management board of the high-tech zone on the basis of
selection and application of provisions of the law on tendering and other relevant laws. The
selected investor shall then conduct procedures for investor approval pursuant to
article 29.7(d) of Decree 31 dated 1 April 2021 implementing the Law on Investment, and
such investor shall be allocated or leased land by the management board of the high-tech

zone in accordance with the law on land and shall then commence implementation of the
project in accordance with the decision approving the investment policy decision and/or the
decision approving the investor;
(d) To decide on investment projects in Groups B and C with respect to investment items
funded by capital from the State Budget in accordance with the authorization of the agency
in charge of the high-tech zone;
(dd) To organize the construction and operation of construction works and technical
infrastructure facilities in the high-tech zone;
(e) To co-ordinate with foreign and domestic organizations, enterprises and individuals in
sectors relating to investment in construction and development of the high-tech zone;
(f) To inspect, supervise and assess implementation of the contents stipulated in the IRC and
the decision approving the investment policy of an investment policy in the high-tech zone."
Article 8 Amendments to Decree 94 dated 21 August 2020 regulating the preferential regime and
policies applicable to the national innovative renovation centre
Article 8 [Receipt of support, aid and donations] is amended as follows:
"1. The Centre may receive non-refundable official development aid (ODA) in order to perform
non-regular tasks in accordance with law.
2. The Centre is the recipient of non-refundable aid provided by foreign agencies, organizations
and individuals to Vietnam.
Non-refundable aid provided to the Centre is managed in accordance with the regime
applicable to lawful income sources of the Centre and not as a revenue item of the State
budget.
3. The sequence and procedures for receipt, management and use of non-refundable aid
provided to the Centre are implemented in accordance with the law on management and use
of non-refundable aid which is not within the category of ODA which foreign agencies,
organizations and individuals provide to Vietnam. The Minister of Planning and Investment
makes decisions on receipt of non-refundable aid by the Centre.
4. The Centre uses the non-refundable aid prescribed in clause 2 above and other support items
and donations made by domestic organizations and individuals (including interest on aid which
is put into a deposit account) in order to invest in construction of material facilities, for regular
expenditure, and as a support for the activities and managerial and operational work of the
Centre. Non-refundable aid for which the Centre was conducting procedures for receipt as at
the time the Decree implementing the Law on Investment of year 2020 took effect
[Decree 31/2021/ND-CP dated and effective 26 March 2021] is subject to the mechanism
specified in this article."
Section 2
Transitional provisions
Article 9 Processing valid application files lodged prior to the effective date of the Law on Investment
[1 January 2021]
1. Valid application files as prescribed in article 77.11 of the Law on Investment comprise:
(a) The files prescribed in article 2.11 [an investor's investment registration file] of Decree 118 dated
12 November 2015 implementing the Law on Investment as received by MPI or the IRA in
accordance with article 6.1 of Decree 118;
(b) The files prescribed in article 3.3 of Decree 83 dated 25 September 2015 regulating offshore
investment.
2. Valid files as received pursuant to clause 1 above and with a deadline for resolution of administrative
procedures prior to 1 January 2021 but which have not yet been resolved shall continue to be
resolved in accordance with the 2014 Law on Investment except in the cases prescribed in
article 115 below. An investor may request that investment procedures be conducted pursuant to the
provisions of the [2020] Law on Investment and this Decree in which case they shall be so resolved.
3. In the case of a project with a valid application file in the cases prescribed in clauses 1 and 2 above
requesting an investment policy decision or amendment of such policy from the Prime Minister
pursuant to the 2014 Law on Investment but pursuant to the 2020 Law on Investment the project falls
within the category requiring investment policy approval from the provincial people's committee, then
such case shall be resolved as follows:
(a) If MPI has not yet arranged any evaluation in accordance with article 34.5 of the 2014 Law on
Investment, then the IRA shall send written guidelines to the investor to conduct procedures
applicable to a case falling within the authority of the provincial people's committee to provide
investment policy approval in accordance with the provisions of the 2020 Law on Investment and
this Decree;

(b) If MPI has arranged an evaluation in accordance with article 34.5 of the 2014 Law on Investment
but has not yet submitted any valuation report to the Prime Minister to make the investment policy
decision or to amend same, then MPI shall send its evaluation opinion to the provincial people's
committee to conduct procedures to provide investment policy approval and also concurrently
investor approval or to approve an amendment of the investment policy in accordance with the
provisions of the 2020 Law on Investment and this Decree;
(c) If MPI has already prepared its evaluation report and submitted same to the Prime Minister to make
the investment policy decision or to amend such policy, then the Prime Minister shall proceed to
make the investment policy decision or amendment in accordance with the 2014 Law on
Investment or assign the provincial people's committee to do so in accordance with the provisions
of the 2020 Law on Investment and this Decree.
4. Any application file received pursuant to clause 1 above with a deadline for resolution of
administrative procedures after 1 January 2021 shall continue to be resolved in accordance with the
2020 Law on Investment and this Decree. MPI or the IRA shall send the written request to the
investor to supplement any insufficient data or to amend items in the lodged application file for
compliance with the 2020 Law on Investment in this Decree, and the deadline for resolution of
investment procedures in such case shall be calculated from the date on which the investor
completes amendment or addition to the application file.
5. In the case of a project for which evaluation opinions have been obtained in accordance with the
2014 Law on Investment and Decree 118, MPI and/or the IRA shall continue to use the file which the
investor has lodged and such evaluation opinions from the relevant agencies to prepare an
evaluation report or to approve or amend the investment policy in accordance with the 2020 Law on
Investment and this Decree. In necessary cases, MPI and/or the IRA may require the investor to
amend or supplement its application file and may obtain evaluation opinions from relevant agencies
on the amended or supplemented items.
Article 10 Processing valid files for residential housing projects and projects requiring tendering to select
the investor which were lodged prior to the effective date of the Law on Investment
1. In the case of projects for construction of urban works, new urban zones, commercial housing,
commercial and service works or multi-purpose complexes which had a valid application file lodged
by the investor to conduct procedures for the investment policy decision in accordance with the 2014
Law on Investment prior to 20 April 2020, but as at 1 January 2021 such application had not been
resolved:
(a) If the competent authority certified that tendering does not apply to the project pursuant to
article 10.1(b) of Decree 30/2015/ND-CP dated 17 March 2015 with detailed regulations for
implementation of the Law on Tendering regarding selection of investor, then the procedures for
approval of the investment policy shall continue to be conducted in accordance with the 2014 Law
on Investment. The competent State agency is responsible to certify that tendering does not apply
to the project in accordance with this provision;
(b) If the competent authority certified that tendering applies to the project but the list of investment
projects [using land] pursuant to article 10.1 of Decree 30 has not yet been approved, then the
provisions of the [2020] Law on Investment and this Decree apply.
2. In the case of projects for construction of commercial housing, commercial and service works,
multi-purpose works and multi-purpose complexes for business purposes for which the investor
lodged a valid file to conduct procedures for an investment policy decision pursuant to the 2014 Law
on Investment as from 20 April 2020 but up until 1 January 2021 such application had not yet been
resolved, then the issue shall be resolved as follows:
(a) If the competent authority certified that the project does not satisfy all the conditions prescribed by
article 11 of Decree 25 dated 28 February 2020 with detailed regulations for implementation of the
Law on Tendering regarding selection of investor [conditions for determining that the project is a
project using land], then the procedures for investment policy approval pursuant to the 2014 Law
on Investment must be continued. The competent State agency is responsible to certify that
tendering does not apply to the project pursuant to this clause;
(b) If the competent authority certified that the project satisfies all the conditions prescribed in article 11
of Decree 25 but there has not yet been approval of a list of investment projects using land in
accordance with article 12.3 of Decree 25, then the procedures prescribed in the [2020] Law on
Investment and this Decree must be implemented.
3. In the case of a project for which tendering must be held in accordance with specialized branch law
and/or the law on socialization and for which the investor lodged an application file for procedures for
the investment policy decision pursuant to the 2014 Law on Investment as from 20 April 2020, but up

until 1 January 2021 such procedures had not yet been resolved, then the issue shall be resolved as
follows:
(a) If the competent authority certified that the project does not fall within the cases for which tendering
must be held in accordance with specialized branch law or the law on socialization, then
procedures for investment policy approval shall continue to be conducted pursuant to the 2014 Law
on Investment, and the competent agency is responsible to certify that tendering does not apply to
the project pursuant to this clause;
(b) If the competent authority certified that the project is in the category requiring tendering pursuant to
specialized branch law and/or the law on socialization but a list of projects pursuant to article 16.1
of Decree 25 has not yet been published, then procedures must be implemented in accordance
with the [2020] Law on Investment and this Decree.
4. In the case of the project for the construction of residential housing or an urban zone for which an
application file was lodged in accordance with the laws on residential housing, urban zones and
construction prior to 1 January 2021, the following shall apply:
(a) In the case of a project for which the investor has been identified pursuant to the effective law as at
the time of such identification and a file was lodged for investment policy approval in accordance
with the 2014 Law on Residential Housing but such application had not been resolved prior to 1
January 2021, then procedures shall continue to be conducted for approval in accordance with the
2014 Law on Residential Housing and not in accordance with the provisions of the [2020] Law on
Investment;
(b) In the case of a project for which the investor has not yet been identified but a file was lodged
requesting investment policy approval in accordance with the 2014 Law on Residential Housing but
such application had not been resolved prior to 1 January 2021, then the provisions of the [2020]
Law on Investment in this Decree shall be implemented;
(c) In the case of a project for which an application file to amend the project in accordance with the
laws on residential housing, urban zones and construction was lodged but not resolved prior to 1
January 2021, then procedures for amendment of the project must be implemented in accordance
with the [2020] Law on Investment in this Decree;
(d) In the case of a project prescribed in sub-clauses (b) or (c) above and for which procedures have
been conducted to obtain opinions from the relevant agencies in accordance with the laws on
residential housing, urban zones and construction, then MPI and/or the IRA shall continue to use
the file lodged by the investor and the previous opinions of competent agencies in order to prepare
the evaluation report in order to provide investment policy approval or approval to amendment of
such policy in accordance with the [2020] Law on Investment in this Decree. MPI and/or the IRA
may issue a decision requiring the investor to amend or supplement the file and thereafter shall
obtain evaluation opinions from competent agencies on the amended or supplemented items of the
investment project if necessary.
5. In the case of a project for which an application file has been lodged to conduct procedures for
assignment of a part of or the entire real estate project in accordance with the law on real estate
business prior to 1 January 2021 and the project falls within the cases requiring procedures to assign
the project in accordance with the [2020] Law on Investment, the investor may choose to continue
application of the procedures in accordance with the law on real estate business or may conduct
procedures in accordance with the [2020] Law on Investment in this Decree. The investor shall send
a notice to the agency which received the application file regarding the investor's selection on
applicable law to resolve such administrative procedures, and if the investor selects the procedures
in accordance with the [2020] Law on Investment and this Decree, then the investor must lodge
additional documents (if there are any missing) or must amend or supplement the items in the lodged
file for consistency with the provisions of the [2020] Law on Investment in this Decree.
Article 11 Implementing investment projects which [commenced] implementation before the effective
date of the Law on Investment
1. Investors are permitted to continue implementation of their projects in accordance with the
investment licence, investment incentive certificate, investment certificate, investment registration
certificate [IRC] or other document of equal legal validity issued by the competent State agency prior
to the effective date of the [2020] Law on Investment without conducting procedures for investment
policy approval in accordance with such Law and this Decree, except where the project is amended
in accordance with clauses 1 and 3 of article 117 below.
2. The following documents issued by the competent State agency prior to the effective date of the Law
on Investment have the same legal validity as an IRC namely an investment licence, investment
incentive certificate, investment certificate, offshore investment licence, offshore IRC or document of
equivalent legal validity.

3. Document of equivalent legal validity prescribed in clause 1 above means a document or decision of
the competent State agency deciding the investment policy or permitting or approving the investment
in accordance with the provisions of the laws on investment, land, construction, residential housing,
urban zones, tendering or enterprises where such documents were effective as at the time of their
issuance.
4. Article 47.2(dd) of the Law on Investment [requiring the State agency to make a decision suspending
all or part of the operation of the project] applies if the investor fails to correctly implement the items
set out in its investment licence, investment incentive certificate, investment certificate, IRC or
decision approving the investment policy or approving the investment made in accordance with the
laws on investment, residential housing, urban zones and/or construction prior to the effective date of
the Law on Investment.
Article 12 Amendment of investment projects implemented prior to the effective date of the Law on
Investment
1. In the case of the projects prescribed in sub-clauses (b), (c), (d) or article 77.2 of the Law on
Investment, it is not required to conduct procedures for approval or amendment of the investment
policy on amendment of the project, except in the following cases:
(a) There is a change or addition to the contents and objectives resulting in a change or addition to the
categories requiring investment policy approval as prescribed in articles 30, 31 and 32 of the Law
on Investment;
(b) The scale of the project is expanded resulting in the project falling within the category requiring
investment policy approval as prescribed in articles 30, 31 and 32 of the Law on Investment;
(c) There is an amendment of the project involving addition of any of the following items namely a
request to the State to allocate or lease land not via an auction, tendering, receipt of a transfer of
the land use right or assets attached to the land; or a request that the State permit conversion of
the land use purpose except in a case of allocation or lease of land or permission to convert land
use purpose by a family household or individual not in the category requiring written approval from
the provincial people's committee pursuant to the law on land.
2. If there is any amendment to the items prescribed in sub-clauses (a), (b) or (c) of clause 1 above,
then the investor mush conduct procedures for investment policy approval in accordance with the
relevant provisions in section 2 of Chapter 4 of this Decree prior to amendment of the project, and in
such case the State agency competent to approve the investment policy shall consider the request
for amendment when providing such approval.
3. In the case of amendment of a project prescribed in article 77.2(a) of the Law on Investment [the
investor was issued with an investment policy decision, investment policy approval or investment
approval in accordance with the laws on investment, residential housing, urban zones or construction
prior to the effective date of this Law], and the amended items fall within one of the cases prescribed
in either sub-clauses (a), (b), (c), (d), (dd), (e) or (g) of article 41.3 of the Law on Investment [setting
out the cases where investment policy approval has been issued but the investor must conduct
procedures for approval of amendments to such policy], then the investor must conduct procedures
to amend the investment policy as follows:
(a) The agency authorized by the Law on Investment to approve the investment policy is the agency
authorized to amend the written investment policy decision, investment policy approval or
investment approval for the project, except in the cases prescribed in subclauses (b) and (c) below;
(b) In the case of amendment of a project not in the category requiring an investment policy decision or
approval or investment approval by the Prime Minister pursuant to the law current prior to the
effective date of the Law on Investment but such project is now in the category requiring investment
policy approval from the Prime Minister pursuant to the [2020] Law on Investment, then the Prime
Minister shall provide approval to amendment of the investment policy in the case of expansion of
the land use scale or addition of contents or objectives which are subject to approval of the
investment policy in accordance with article 31 of the [2020] Law on Investment. Apart from the
items requiring approval of the Prime Minister to an amendment of the investment policy in
accordance with this clause, the provincial people's committee or the management board of the
industrial zone, export processing zone, high-tech zone or economic zone must approve any
amendment to the investment policy in accordance with the [2020] Law on Investment and this
Decree if there is an amendment to any of the items specified in subclauses (a), (b), (c), (d), (dd),
(e) or (g) of article 41.3 of the Law on Investment;
(c) In the case of amendment of a project with total investment capital above 5,000 billion VND and
subject to an investment policy decision from the Prime Minister in accordance with the 2014 Law
on Investment but the provincial people's committee or management board of the relevant zone has
already provided investment policy approval in accordance with articles 31.9 or 32.3 of Decree 118,

then the Prime Minister shall provide investment policy approval in the case of expansion of the
land use scale or addition of contents or objectives subject to approval of the investment policy as
stipulated in article 31 of the [2020] Law on Investment. Apart from the items subject to approval of
the Prime Minister for any amendment to the investment policy as prescribed in this clause, the
provincial people's committee or management board of the relevant zone shall provide approval to
an amendment of the investment policy in accordance with the [2020] Law on Investment and this
Decree on amendment to any other items as stipulated in subclauses (a), (b), (c), (d), (dd), (e) or
(g) of article 41.3 of the [2020] Law on Investment;
(d) Investors shall conduct procedures for amendment of the investment policy in accordance with the
corresponding provisions in section 4 of Chapter 4 of this Decree when there is an amendment to
any of the contents prescribed in this clause, except in the case prescribed in clause 4(d) below.
4. In the case of a project for which the authorized agency issued the investment policy decision or
approval or investment approval in accordance with the laws on investment, residential housing,
urban zones and/or construction prior to the effective date of the Law on Investment, the scheduled
shall be amended as follows:
(a) If the schedule for project implementation was amended prior to the effective date of this Law, then
such amendment shall continue in force in accordance with the Law on Investment and this Decree
but not to exceed twenty-four (24) months as from 1 January 2021(if the final completion date for
project implementation was prior to 1 January 2021 as set out in the written investment policy
decision or approval or IRC) and not to exceed twenty-four (24) months from the time of final
completion of project implementation was after 1 January 2021 as set out in the …, except in the
cases prescribed in subclauses (a), (b), (c), (d), (dd) and (e) of article 41.4 of the Law on
Investment [namely cases in which the investor is permitted to extend the implementation
scheduled beyond twenty-four (24) months as compared to the schedule prescribed in the initial
investment policy approval];
(b) If the schedule for implementation of the project was not amended prior to the effective date of the
[2020] Law on Investment then such schedule may be amended in accordance with the provisions
of the [2020] Law on Investment and this Decree but not to be extended for more than twenty-four
(24) months from 1 January 2021……
(c) If the investment policy decision or approval or the investment approval did not specify the schedule
for project implementation or the schedule for implementation of project stages, then the investor
may amend the investment policy or investment approval in order to determine such schedule for
implementation of the project or for implementing project stages, and authority for amendment shall
be implemented in accordance with clause 3 of this article and the sequence and procedures for
amending the investment policy in accordance with the corresponding provisions in section 4 of
Chapter 4 of this Decree;
(d) In the case of a project for which the implementation scheduled is amended in one of the cases
prescribed in subclauses (a), (b), (c) and (d) of article 41.4 of the Law on Investment, the investor is
not required to conduct procedures for approval of an amendment to the investment policy when
extending the project implementation schedule beyond 12 months. The IRA shall conduct
procedures to amend the IRC in accordance with article 47 of this Decree in the case of a project
for which an IRC has been issued.
5. On amendment of a project not in the cases prescribed in clauses 1 and 3 above which changes the
contents of the investment licence, investment incentives certificate, investment certificate, IRC or
document with equivalent legal value issued prior to the effective date of the Law on Investment, the
investor should carry out procedures corresponding to those for amendment of the IRC prescribed in
article 47 above at the IRA in order to obtain an IRC. The IRC shall stipulate the project items which
have been amended and shall also record all of the unamended project items as effective as from the
date of the investment licence, investment certificate, investment incentive certificate, IRC or
document of equivalent legal value.
6. If the investment licence, investment certificate or document of equivalent legal value prescribed in
clause 5 above concurrently stipulates the business registration contents, then the IRA shall issue an
IRC to the investor to replace the project items stipulated in such investment licence, investment
certificate or other document of equivalent legal value on the principles prescribed in clause 5 above.
The business registration items stipulated in the investment licence, investment certificate or
document of equivalent legal value, continued to be effective.
Article 13 Implementation of investment projects on the List of conditional offshore investment industries
and trades as prescribed in the Law on Investment
In the case of an investor with an offshore investment project for which the licence, offshore investment
certificate or offshore IRC was issued prior to the effective date of the Law on Investment but the

investment is in an industry and trade for which offshore investment is now conditional [banking, insurance,
securities, press radio and television, and real estate business] in accordance with article 54.1 of the Law
on Investment, the investor must satisfy the conditions prescribed in article 72 of this Decree when an
amendment changes the Vietnamese investor or increases the offshore investment capital.
Article 14 Conduct of investment activities by economic organizations with FIC which were established
prior to the effective date of the Law on Investment
1. Economic organizations in the categories prescribed in subclauses (a), (b) and (c) of article 23.1 of
the Law on Investment are not required to satisfy the conditions or conduct the investment
procedures in accordance with the regulations applicable to foreign investors in the Law on
Investment and this Decree in the case of establishment of another economic organization or
investment in the form of capital contribution, or purchase of shares or a capital contribution portion in
another economic organization or in the case of investment in the form of a business co-operation
contract by such economic organization and implemented prior to the effective date of the Law on
Investment.
2. As from the effective date of the Law on Investment, any economic organization established prior to
the effective date of the Law on Investment and falling within one of the categories prescribed in
subclauses (a), (b) and (c) of article 23.1 of the Law on Investment must satisfy the conditions and
conduct the investment procedures in accordance with the regulations applicable to foreign investors
in the Law on Investment and this Decree when amending a project implemented prior to the
effective date of the Law on Investment; when changing or adding to a business industry or trade;
when establishing another economic organization; when investing in the form of capital contribution
or purchase of shares of a capital contribution portion in another economic organization; or when
investing in the form of a BCC.
3. When amending a project as prescribed in clause 2 above, the economic organization must conduct
procedures for investment policy approval or amendment of the investment policy, for issuance of an
IRC or for amendment of the IRC in accordance with the corresponding provisions of the Law on
Investment and this Decree. The IRA shall only consider satisfaction of investment conditions as
applicable to the items requested to be amended and shall not consider the project items currently
being implemented.
Article 15 Conducting procedures to select an investor in the form of auction of the land use right prior to
the effective date of the Law on Investment
1. In the case of a project with a plan to auction the land use right which the authorized State agency
approved but for which such auction was not held in accordance with the law on land prior to
1 January 2021, or in the case of a project currently organizing an auction of the land use right in
accordance with the law on land but prior to 1 January 2021 there was not yet a winning result of
such auction, then such project may continue to hold the auction and conduct the following
procedures prescribed in clauses 2 and 3 below.
2. In the case of a project in the category for which the National Assembly or Prime Minister provides
investment policy approval in accordance with article 30 or 31 of the Law on Investment, the investor
winning the auction as prescribed in clause 1 above shall conduct the same procedures as those for
approval of the investment policy and concurrently approval of the investor in accordance with the
provisions of this Decree.
3. In the case of a project not in the category requiring investment policy approval from either the
National Assembly or Prime Minister as prescribed in articles 30 or 31 of the Law on Investment, the
investor shall conduct procedures for issuance of an IRC (if any) and is not required to conduct
procedures for investment policy approval in accordance with the Law on Investment and this
Decree.
Article 16 Conducting procedures for selection of investor in the form of tendering prior to the effective
date of the Law on Investment
1. In the case of a project on the list of approved projects but not yet published on the National
Tendering Network System in accordance with the law on tendering regarding selection of investor
prior to 1 January 2021, such project shall be implemented as follows:
(a) A project in the category requiring investment policy approval by the Law on Investment must
conduct procedures for such approval and the other procedures stipulated in the Law on
Investment in this Decree;
(b) In the case of a project not in the category requiring investment policy approval by the Law on
Investment, the list of projects shall be announced in accordance with the law on tendering.
2. In the case of a project on the list of projects already published on the National Tendering Network
System in accordance with the law on tendering, the following provisions apply:

(a) In the case of the projects prescribed in article 1.1(b) of Decree 25 dated 28 February 2020
[projects using land for construction of commercial housing, commercial and services works, multi-
purpose works or a multi-purpose conglomerate for business purposes] and for which there was not
a result of the preliminary assessment of capacity and experience prior to 1 January 2021, then
assessments shall continue to be made for such projects in accordance with Decree 25 and
thereafter the procedures prescribed in clauses 3 and 4 below shall be implemented;
(b) In the case where the projects prescribed in article 1.1(c) of Decree 25 [projects required to hold
tendering in accordance with specialized law and the law on socialization] and for which there is
already a result on preliminary assessment of capacity and experience or prior to 1 January 2021
there was already a determination of the number of interested investors as prescribed in Decree 25,
then the procedures prescribed in clause 3 or clause 4 below shall apply.
3. If only one investor satisfies the preliminary requirements on capacity and experience as prescribed
in article 13.3(b) of Decree 25 or there is only one interested investor as prescribed in article 16.1(c)
of Decree 25, then the following provisions apply:
(a) If the project is in the category requiring investment policy approval pursuant to the Law on
Investment then the investor shall conduct the corresponding procedures to obtain such approval
and concurrently approval of the investor in accordance with articles 31, 32 and 33 of this Decree;
(b) In the case of a project not in the category requiring investment policy approval by the Law on
Investment, the investor conducts the procedures for approval of investor in accordance with article
30.2 of this Decree.
4. If two or more investors satisfy the preliminary requirements on capacity and experience as
prescribed in article 13.3(a) of Decree 25 or there are two or more interested investors as prescribed
in article 16.1(b) of Decree 25, then the following provisions apply:
(a) In the case of a project within the authority of the Prime Minister to provide investment policy
approval then procedures for such approval in accordance with the Law on Investment are
conducted prior to holding selection of investor in accordance with the law on tendering;
(b) In the case of a project within the authority of the provincial people's committee to provide
investment policy approval, then selection of investor is held in accordance with the law on
tendering without requiring procedures for investment policy approval as prescribed in the Law on
Investment and this Decree;
(c) In the case of a project not requiring investment policy approval pursuant to the Law on Investment,
selection of investor is held in accordance with the law on tendering;
(d) The investor winning the tendering is not required to conduct procedures for approval of investor as
prescribed in the Law on Investment and this Decree.
5. In the case of a project with pre-qualification or tender invitation documents or a set of requirements
issued in accordance with Decree 30 but as at 1 January 2021 the project was in the process of
organizing pre-qualification or selection of tenderer, such procedures shall continue to be
implemented in accordance with Decree 30 without requiring procedures for investment policy
approval or approval of investor in accordance with the law on tendering and this Decree.
6. In the case of a project for the construction of residential housing or an urban zone for which the
investment policy was approved in accordance with the Law on Residential Housing of year 2014
prior to 1 January 2021 including the form of selection of investor, then in such case the procedures
for investment policy approval in accordance with the Law on Investment and this Decree are not
required, and the project shall be implemented as follows:
(a) If the list of projects has not yet been approved then approval must be given to additional
preliminary requirements on capacity and experience before announcing such list of projects but
approval of the list of projects is not required pursuant to the law on tendering;
(b) Cases involving selection of investor shall be implemented in accordance with the corresponding
provisions in clauses 1 and 2 above; and an investor implementing one of the projects prescribed in
clause 3(a) above must conduct procedures for approval of investor in accordance with article 30.2
of this Decree.
Article 17 Implementing other projects in the BT contract form (build-transfer)
1. In the case of a BT contract stipulating other projects for which procedures must be conducted for an
investment policy decision, investment policy approval or investor approval in accordance with the
law on tendering, residential housing, urban zones and/or construction, but as at 1 January 2021 the
investor had not conducted such procedures, then procedures must now be conducted for
investment policy approval and concurrently investor approval not via an auction of the land use right
and not via selection of investor pursuant to the Law on Investment and this Decree; if the investor
has already conducted such procedures but they have not yet been resolved, then the provisions in
article 114 or 115.4(a) of this Decree apply.

2. In the case of a BT contract not stipulating other projects for which procedures must be conducted for
an investment policy decision, investment policy approval or investor approval in accordance with the
law on tendering, residential housing, urban zones and/or construction, but the investor wishes to
conduct such procedures and has already lodged a valid file for same but as at 1 January 2021 such
procedures have not been resolved, then the provisions of article 114 or article 115.4(a) of this
Decree apply; but if an application file has not yet been lodged, then the procedures for investment
policy approval concurrently investor approval not via an auction of the land use right or tendering for
selection of investor must be implemented in accordance with the Law on Investment and this
Decree.
3. Excluding the cases prescribed in clauses 1 and 2 above, in the case of a BT contract satisfying the
conditions for continuance in the PPP investment form but the other projects have not yet conducted
procedures for investment policy decision, investment policy approval or investor approval in
accordance with the law on investment, residential housing, urban zones and/or construction prior to
1 January 2021 but the investor wishes to conduct such procedures, then the procedures for
investment policy approval concurrently investor approval not via the auction of the land use right and
not via tendering to select the investor shall be implemented in accordance with the Law on
Investment and this Decree.
Article 18 Security for project performance in the case of projects implemented prior to the effective date
of the Law on Investment
1. An investor who signed an Escrow Deposit Agreement with the IRA prior to the effective date of the
Law on Investment shall continue to implement the provisions of such Agreement.
2. If an investor wishes to change the form of security for performance of the project by changing to a
[bank] guarantee for the obligation to provide the escrow deposit in accordance with the provisions of
the Law on Investment and this Decree, or wishes to amend the conditions for refund of the escrow
deposit then the investor shall reach agreement with the IRA to amend the signed Escrow Deposit
Agreement in compliance with the provisions of the Law on Investment and this Decree.
3. Amendment of the Agreement prescribed in clause 2 above only applies to that part of the obligation
with an implementation term after the effective date of this Decree. Any investor currently in breach of
the obligations to implement the project is not permitted to request a change of form of security or
amendment of the conditions for refund of the security deposit until such breach has been dealt with.
Amendment of the said Agreement as stipulated in this clause does not apply to any sum of escrow
deposit money already refunded or which was non-refundable prior to the date of [proposed]
amendment of the Escrow Deposit Agreement.
4. Any investor which had not signed an Escrow Deposit Agreement in accordance with the law on
investment prior to the effective date of both the Law on Investment and this Decree, shall comply
with the provisions on security for project performance stipulated in the Law on Investment and this
Decree.
5. If the investor amends the objectives or schedule for implementation of the project or converts land
use purpose as prescribed in article 77.4 of the Law on Investment resulting in the project requiring
an escrow deposit or a bank guarantee to secure project performance pursuant to the Law on
Investment and this Decree, then the investor must provide such escrow deposit or bank guarantee
in accordance with the provisions of the Law on Investment and this Decree with respect to the part
of the project which has been amended.
Article 19 Amendment of a project with a commitment to transfer assets without compensation to the
State of Vietnam or to the Vietnamese party
1. In a case of a project in which the foreign investor undertakes to transfer assets without
compensation to the State of Vietnam or the Vietnamese party (abbreviated as a project with an
undertaking to transfer assets without compensation), then on expiry of the operational term of the
project prescribed in the investment licence, investment certificate or IRC, the foreign investor (if the
foreign investor invests in the form of a BCC) or the economic organization with FIC is obliged to
transfer without compensation the assets in their original condition and in normal operational
condition to the State of Vietnam or to the Vietnamese party being an SOE.
2. A project with an undertaking to transfer assets without compensation shall not be considered for
addition to any such condition on transferring assets without compensation pursuant to clause 1
above and shall not be considered for amendment of the contents of such project resulting in any
change to the condition on transferring assets without compensation, except in the cases prescribed
in clauses 3 and 4 below.
3. If the Vietnamese party being a SOE (hereinafter referred to as the Vietnamese party) delays in
handing over land to contribute capital as the value of the land use right, then the period of such

delay is not calculated in the operational term of the project with the undertaking to transfer assets
without compensation.
4. If the Vietnamese party being a SOE transfers all or a part of its capital contribution to an enterprise
with FIC then a determination of the value of such capital contribution portion transferred to the
enterprise with FIC is implemented in the form of a public auction in order to apply the highest offer
price to the foreign party. If the foreign party does not purchase or does not purchase all of the capital
contribution portion at such highest price, then the capital contribution of the Vietnamese party shall
be sold to the organization or individual offering the highest price.
The conditions, sequence and procedures for transferring a part or all of the capital contribution
portion of a Vietnamese party being a SOE is implemented in accordance with the law on
management and use of State capital invested in production and business at enterprises and in
accordance with the law on enterprises.
5. The Prime Minister must consent to any amendment of a project with an undertaking to transfer
assets without compensation as prescribed in clauses 3 and 4 above. The investor shall conduct the
procedures for such amendment in accordance with the corresponding provisions in Section 4 of
Chapter 4 of this Decree.
Article 20 Dealing with assets after their transfer to the State of Vietnam or the Vietnamese party without
compensation
1. Establishment of the ownership right of all citizens and management of transferred assets of a project
with an undertaking to transfer assets without compensation (hereinafter abbreviated as transferred
assets) to the State of Vietnam after the end of the operation is conducted in accordance with the law
on management and use of public assets.
2. If the transferee is an enterprise in which the State holds 100% charter capital then a decision on
dealing with the transferred assets is made by the agency representing ownership of the SOE in
accordance with the provisions of the law on management and use of State capital invested in
production and business in enterprises.
3. If the transferee is an SOE which has equitized then the assets are transferred to the State
shareholder or to the State of Vietnam if the State no longer has capital contributed in the enterprise.
Dealing with the transferred assets in this case is implemented in accordance with the corresponding
provisions in clauses 1 and 2 above.
4. At the end of the term of land use, the land use right is dealt with in accordance with provisions of the
law on land.
Article 21 Organization and operation of enterprises issued with an investment licence or investment
registration certificate [IRC] (concurrently the business registration certificate)
1. Enterprises operating pursuant to an investment licence shall continue to be organized and operate
in accordance with the provisions of such licence and the enterprise charter. Regarding matters not
covered by the provisions in the investment licence or enterprise charter, the enterprise shall comply
with the provisions of the Law on Enterprises, the Law on Investment and other relevant law on the
following principles:
(a) An enterprise with 100% FIC owned by a foreign investor shall implement the provisions applicable
to a single member LLC;
(b) An enterprise with 100% FIC owned by two or more foreign investors and a joint venture enterprise
shall implement the provisions applicable to a multi-member LLC;
(c) A foreign invested shareholding company established pursuant to Decree 38 dated 15 April 2003
on conversion of enterprises with FIC to operate in the form of shareholding [joint stock] companies
shall implement the provisions applicable to shareholding companies.
2. Enterprises operating pursuant to an investment certificate which is currently the business
registration certificate shall continue to be organized and operate in accordance with the provisions of
same and also the provisions of the enterprise charter. With respect to matters not covered by such
investment certificate or the enterprise charter, the enterprise shall comply with the provisions of the
Law on Enterprises, the Law on Investment and other relevant laws.
Article 22 Exchange for an IRC and enterprise registration certificate [ERC]
1. An investor with a project for which an investment licence, investment incentive certificate,
investment certificate or other document of equivalent legal value [hereinafter abbreviated as the
previous document] was issued prior to the effective date of the Law on Investment, shall convert to
operate in accordance with an investment registration certificate [IRC] in accordance with the
following provisions:

(a) The investor shall lodge one (1) set of a file to exchange for an IRC with the IRA including a request
to exchange for an IRC and a copy of the previous document;
(b) The IRA shall exchange and issue an IRC for the investor within thirty (30) business days after
receipt of the file prescribed in sub-clause (a) above, and such IRC shall repeat the contents of the
investment project in the previous document. The contents of business registration in the previous
document shall continue to be effective.
2. Any enterprise currently operating pursuant to an investment licence, investment certificate
(concurrently the business registration certificate) or another document of equivalent legal validity
(hereinafter abbreviated as the previous document) issued prior to the effective date of the Law on
Investment shall continue to operate in accordance with the contents of such previous certificate
without having to conduct procedures to exchange same for an enterprise registration certificate.
3. If there is concurrently a request to exchange the IRC and enterprise registration certificate for an
investment licence or investment certificate (concurrently the business registration certificate) or for a
document of equivalent legal validity, then the investor shall conduct the following procedures:
(a) Exchange the enterprise registration certificate as prescribed in clause 2 above;
(b) Exchange the IRC in accordance with the provisions of clause 1 above and the application file to
exchange same shall comprise a copy of the enterprise registration certificate issued in accordance
with clause 2 above and the application file prescribed in clause 1(a) above.
4. An enterprise issued with an enterprise registration certificate in accordance with the provisions in
clauses 2 and 3 above shall continue to exercise all the rights and discharge all the obligations of the
enterprise as prescribed in the investment licence, investment certificate (concurrently the business
registration certificate) or other document with equivalent legal validity as from the date of issuance of
such enterprise registration certificate, which will set out rights and obligations regarding the
investment project; and the investor stipulated in such previous document shall exercise the rights
and discharge the obligations with respect to the project the same as if the investor was a member or
shareholder of the enterprise.
5. On expiry of the operational term of the project or when the project terminates its operation, then the
enterprise operating pursuant to an investment licence, investment certificate (concurrently the
business registration certificate) or other document of equivalent legal validity shall conduct
proceedings to terminate the operation of the project in accordance with the provisions of the Law on
Investment and this Decree but it is not compulsory to terminate operation of the enterprise unless
the law contains some other provision.
Article 23 Change of business registration contents in an investment licence or IRC (concurrently the
business registration certificate)
1. An enterprise operating pursuant to an investment licence or investment certificate (concurrently the
business registration certificate) or other document of equivalent legal validity may change the
contents of business registration at the business registration office [BRO] in accordance with the law
on enterprises.
2. If both the business registered items and the project items are amended, then the economic
organization shall conduct procedures to amend the registered business items at the BRO in order to
be issued with an enterprise registration certificate [ERC] in accordance with clause 1 above. After
being issued with the ERC, the economic organization shall amend the contents of its project at the
investment registration agency [IRA] in order to be issued with an investment registration certificate
[IRC] in accordance with the corresponding provisions in article 117 of this Decree.
3. In a case of amendment of the contents of registration of the operation of a branch or representative
office of the enterprise operating pursuant to an investment licence, investment certificate
(concurrently being the business registration certificate) or other document of equivalent legal value
issued prior to the effective date of the Law on Investment, then the enterprise must conduct
procedures in accordance with the corresponding provisions of the law on enterprises.
Article 24 Temporary suspension of business, termination of operation, restructuring or dissolution of an
enterprise operating pursuant to an investment licence or IRC (concurrently the business
registration certificate)
1. An enterprise operating pursuant to an investment licence or investment certificate (concurrently
being the business registration certificate) shall conduct procedures to stop business or to terminate
operation or to restructure or dissolve at the BRO.
2. Provisions of the law on enterprises apply to the application file, sequence and procedures for
stopping business, terminating operation, restructuring or dissolving an enterprise operating pursuant
to an investment licence or investment certificate (concurrently being the business registration
certificate).

Article 25 Implementing investment promotion programs and activities
In the case of any investment promotion program or activity for year 2021 which is being formulated and
implemented pursuant to a Decision of the Prime Minister pursuant to the State regime on investment
promotion activities or pursuant to the rules on formulation and implementation of the national investment
promotion program, such activities shall continue to be implemented in accordance with the provisions of
such Decision.
Section 3
Implementing provisions
Article 26 Effectiveness
1. This Decree is of full force and effect as from the date of signing [26 March 2021].
2. As from the effective date of the Law on Investment [1 January 2021] the following Decrees and
provisions are no longer valid:
(a) Decree 118 dated 12 November 2015 providing detailed regulations for implementation of the Law
on Investment;
(b) Decree 37 dated 30 March 2020 adding to the List of investment incentive industries and trades
issued with Decree 118 referred to above;
(c) Decree 83 dated 25 September 2015 regulating offshore investment;
(d) Decree 104 dated 14 June 2007 regulating debt recovery services;
(dd) Decree 69 dated 1 July 2016 regulating the conditions for debt trading business;
(e) Decree 76 dated 1 July 2016 regulating the conditions for providing business services of training in
management and operation of apartment buildings, and in practising real estate brokerage and
operating real estate trading floors;
(g) Article 2 of Decree 1008 dated 16 July 2018 amending the regulations on conditions for business
investment in sectors managed by the Ministry of Construction.
Article 27 Responsibilities for implementation
1. MPI shall provide detailed regulations and guidelines for implementation of the articles assigned to it
in the Law on Investment and this Decree.
2. Other ministries and line ministries are responsible, within the scope of their respective functions and
duties,
(a) To submit to the Government to repeal, amend or supplement business investment conditions for
conditional industries and trades which were repealed, amended or supplemented by the Law on
Investment;
(b) To submit to the Government to issue, amend or supplement conditions on conditional offshore
industries and trades as stipulated in the Law on Investment;
To submit to the Government to issue, amend or supplement other Decrees relevant to business
investment in order to ensure implementation of the Law on Investment and this Decree.
3. Ministers, head of ministerial equivalent and Government agencies, and chairpersons of provincial
people's committees are responsible to guide and implement this Decree.
On behalf of the Government

Prime Minister
NGUYEN XUAN PHUC
8 Allens footnote: Article 2 of Decree 100 amended Decree 76 referred to in article 131.2(e) above.

Appendix I
LIST OF INDUSTRIES AND TRADES FOR WHICH MARKET APPROACH IS RESTRICTED FOR
FOREIGN INVESTORS
(Enclosed with Decree No. 31/2021/ND-CP dated 26 March 2021 of the Government)
A INDUSTRIES AND TRADES FOR WHICH MARKET APPROACH IS NOT ALLOWED FOR
FOREIGN INVESTORS
1. Trading goods and services on the list of goods and services over which the State has a
monopoly in the commercial sector.
4. Journalistic activities and news collection activities of any kind.
5. Fishing or seafood harvesting.
6. Investigation and security services.
7. Judicial administrative services including judicial assessment services, bailiff services, property
auction services, notarization services, and services of asset management officers.
8. Guest worker services under contracts.
9. Investment in building infrastructure for cemeteries and graveyards to transfer land use rights
associated with infrastructure.
10. Garbage collection services directly from households.
11. Public opinion polling service (survey of public opinion).
12. Blasting services.
13. Production of and trading weapons, explosives and supporting tools.
14. Import and dismantling of second hand ships.
15. Public postal services.
16. Business of goods trans-shipment.
17. Business of temporary import for re-export.
18. Exercising the right to export, the right to import and the right to distribute goods on the list of
goods which foreign investors and economic organizations with FIC are not allowed to exercise
the right to export, the right to import and the right to distribution.
19. Collection, purchase and disposal of public property at units of the armed forces.
20. Production of military materials or equipment; trading military equipment and supplies for the
people's armed forces, military weapons, technical equipment, military hardware and
specialized vehicles used for the army and police; and special components, parts, spare parts,
supplies and equipment and specialized technology to manufacture them.
21. Trading industrial property representative services and intellectual property assessment
services.
22. Services of establishing, operating, maintaining and preserving marine signals, water
areas/zones, public marine navigational channels and marine routes; survey services with
respect to water areas/zones, public marine navigational channels and marine routes to serve
the publication of maritime notices; services of surveying, building and publishing navigational
maps for water areas, seaports, marine navigational channels and marine routes; formulating
and publishing marine navigational safety documents and publications.
23. Maritime safety assurance regulatory services in water bodies, water areas, and marine
navigational channels; marine electronic information services.
24. Services of inspecting (checking, testing) and issuing certificates for means of transport
(including systems, assembly, equipment and components of vehicles); services of inspecting
and issuing certificates of technical safety and environmental protection for vehicles,
specialized equipment, containers, and dangerous goods packaging equipment used in
transportation; services of inspecting and issuing certificates of technical safety and
environmental protection for vehicles and equipment used in oil and gas exploration,
exploitation and transportation at sea; technical inspection services for occupational safety with
respect to machines and equipment applying strict requirements on occupational safety which
are installed on means of transport and equipment used in oil and gas exploration, exploitation
and transportation at sea; fishing vessel registration services.
25. Services of investigation, assessment and exploitation of natural forests (including wood
exploitation and hunting and trapping of rare and precious wild animals, management of the
funds of plant genes, livestock and microorganisms used in agriculture).
26. Researching or using genetic resources of new livestock breeds before being evaluated and
assessed by the Ministry of Agriculture and Rural Development.
27. Business of tourism services, except for international tourism services for international tourists
to Vietnam.
B. INDUSTRIES AND TRADES FOR WHICH MARKET APPROACH BY FOREIGN
INVESTORS IS CONDITIONAL
1. Production and distribution of cultural products, including video recordings.

28. Production, distribution and broadcast of television shows and works of music, dance, theatre
and cinema.
29. Provision of radio and television broadcasting services.
30. Insurance; banking; securities trading and other services related to insurance, banking and
securities trading.
31. Postal and telecommunication services.
32. Advertising services.
33. Printing services and publication issuance services.
34. Measurement and mapping services.
35. Services of taking pictures from above.
36. Educational services.
37. Exploration, exploitation and processing of natural resources, minerals, oil and gas.
38. Hydropower, offshore wind power and nuclear energy.
39. Transport of goods and passengers by rail, air, road, river, sea, pipeline.
40. Aquaculture.
41. Forestry and hunting.
42. Business of betting, casino.
43. Security guard services.
44. Building, operating and managing a river port, seaport or airport.
45. Real estate business.
46. Legal services.
47. Veterinary services.
48. Goods trading and activities directly relating to goods trading by foreign service providers in
Vietnam.
49. Technical analysis and testing services.
50. Travel services.
51. Health and social services.
52. Sports and entertainment services.
53. Production of paper.
54. Production of means of transport [vehicles] with over 29 seats.
55. Development and operation of traditional markets.
56. Commodity Exchange operations.
57. Domestic retail collection services.
58. Auditing, accounting, accounting books and tax services.
59. Valuation services; consulting enterprise valuation for equitization
60. Services related to agriculture, forestry and fisheries.
61. Production/manufacturing aircraft.
62. Production/manufacturing locomotives and railway wagons.
63. Production of and trading tobacco products, tobacco raw materials, and specialized machinery
and equipment for the tobacco industry.
64. Publishers' activities.
65. Ship building and repair.
66. Waste collection services, environmental surveillance [monitoring] services.
67. Services of commercial arbitration and arbitration mediation.
68. Business of logistics services.
69. Coastal sea transport.
70. Cultivation, production or processing of rare and precious crops, husbandry and breeding of
rare and precious wild animals and processing and handling of such animals or plants,
including live animals and their preparations;
71. Production of construction materials.
72. Construction and relevant technical services.
73. Assembling motorcycles.
74. Services related to sports, fine arts, performing arts, fashion shows, beauty pageants and
modelling contests, and other recreational activities.
75. Air transport support services, ground technical services at airports and airfields; in-flight
catering services; communication, navigation, surveillance services, aeronautical
meteorological services.
76. Shipping agency services; shipping tugboat [ship towing] services.
77. Services related to cultural heritage, copyright and related rights, photography, video
recordings, sound recordings, art exhibitions, festivals, libraries, museums;
78. Services related to tourism promotion and development.
79. Services of representation, recruitment agency and scheduling, management of artists and
athletes.
80. Services related to family.
81. E-commerce activities.
82. Cemetery business, cemetery services and burial services.
83. Services of sowing seeds and spraying chemicals by plane.
84. Marine pilot services;
85. Investment industries and trades under the pilot mechanism of the National Assembly, the
National Assembly Standing Committee, the Government and the Prime Minister.
-------------------
APPENDIX II
LIST OF INDUSTRIES AND TRADES ENTITLED TO INVESTMENT INCENTIVES
(Issued with Decree 31/2021/ND-CP of the Government dated 26 March 2021)
A. SPECIALLY INCENTIVE INDUSTRIES AND TRADES

I. HIGH-TECH, INFORMATION TECHNOLOGY [IT], AND SUPPORT INDUSTRIES
1. Application of high-technology on the List of high-tech with priority for investment in development as
decided by the Prime Minister.
2. Manufacture of products on the List of high-tech products in which development is encouraged as
3. Manufacture of products on the List of support industry products with priority for development as
stated in the regulations of the Government on development of support industries.
4. High-tech incubation [nursery] and high-tech incubation enterprises; venture investment in high-tech
development; application, research and development of high-tech in accordance with the law on
high-tech; manufacture of bio-technological products; training of high-tech human resources; and
provision of high-tech services.
5. Manufacture of important [pivotal] software products, digital items, IT products and software services
in accordance with the law on IT; manufacture of cyber information security products and provision of
cyber information security services to satisfy the conditions stipulated in the law on cyber information
security; and manufacture of products formed from scientific and technological [S&T] results in
accordance with the law on S&T.
6. Production of recycled and clean energy, and energy from processed waste.
7. Production of composite materials, various types of light building materials, and rare materials.
8. Manufacture of products on the List of important mechanical products as decided by the Prime
Minister.
II. AGRICULTURE
1. Afforestation; taking care of, growing, protecting and developing forests, development of production
forests in wasteland and bare hills, large timber forest plantation, and transformation from small
timber forest plantation into large timber forest plantation; and development of non-timber forestry
products and rehabilitation of natural forests.
1. Cultivation and breeding, processing and preserving agricultural, forestry and aquaculture [marine]
products, and processing of non-timber forestry products.
2. Production, generation and hybridization of seeds, animal breeds, and forestry and aquaculture
seeds, and development of high-tech forestry seeds.
3. Production, exploitation and refining of salt.
4. Deep sea fishing and aquaculture using up-to-date [progressive] fishing methods; logistic services for
the fishing industry; construction of establishments for building fishing vessels and the construction of
fishing vessels.
5. Sea salvage services.
6. Investment in research and production of bio-technological products used to make food.
7. Production of wood products; production of artificial planks comprising plywood, finger-joint boards
and MDF.
III. ENVIRONMENTAL PROTECTION AND INFRASTRUCTURE CONSTRUCTION
1. Concentrated [centralized] collection and treatment of waste; recycling and reuse of waste.
1. Construction and commercial operation of infrastructure in industrial zones, export processing zones,
high-tech zones and within functional areas of economic zones.
2. Investment in development of water plants, power plants, water supply and discharge systems; in
bridges, roads, infrastructure, transportation and the railway industry; in airports, sea ports and inland
waterway ports; in airports and air terminals and in other specially important infrastructure works as
3. Development of public transport in urban areas.
4. Investment in construction, management and commercial operation of markets in rural areas.
5. Investment in development, operation and management of technical infrastructure works of industrial
clusters.
IV. CULTURE, SOCIALIZATION, SPORT AND MEDICAL HEALTH
1. Construction of social residential housing and resettlement housing.
1. Investment in commercial operation of establishments providing sanitation services to prevent and
fight against epidemics.

2. Scientific research into pharmaceutical technology and bio-technology in order to manufacture new
types of medicines, new veterinary medicines, vaccines and biological products for veterinary use.
3. Production of raw materials to make basic and essential medicines including medicines to prevent
and fight social diseases; vaccines, medical bio-products, medicines from pharmaceutical materials,
and traditional medicines; medicines for which patents or related monopolies are about to expire;
application of progressive technology and bio-technology to produce curative medicines satisfying
international GMP standards; and production of packaging which directly contacts the medicine
inside it.
4. Investment in establishments producing methadone.
5. Investment in commercial operation of sports centres for elite athletes and sports centres for disabled
people; construction of sporting establishments with equipment and facilities for holding international
standard competitions; and training establishments for specialized physical education and sports.
6. Investment in commercial operation of geriatric centres, psychiatric centres, centres for treatment of
agent orange sickness; centres for the care of elderly people, disabled people, orphans and
homeless youth.
7. Investment in commercial operation of centres for medical treatment, education and social labour; of
tobacco [smoking] detoxification centres; of HIV/AIDS treatment centres; of public drug detoxification
centres; of private drug detoxification centres; and of community establishments consulting and
supporting drug addiction treatment at the district level.
8. Investment in commercial operation of national museums and of people's cultural houses; singing
and dancing groups performing national music and dance; theatres and film studios, film printing
establishments; fine art and photography exhibition centres; production and repair of national musical
instruments; renovation and conservation of museums, cultural houses and fine art schools;
investment in commercial operation of establishments and trade villages which introduce and
develop traditional crafts; investment in commercial operation of various forms of folk performance
arts; and investment in the National Library of Vietnam, public libraries of provinces and cities under
central authority, and libraries having an important role.
9. Investment in establishments supporting anti-violence against sex workers on the basis of genders in
the community.
B. INCENTIVE INDUSTRIES AND TRADES
I. SCIENCE AND TECHNOLOGY, ELECTRONICS, MECHANICAL ENGINEERING, PRODUCTION
OF MATERIALS AND IT
1. Investment in research and development (R&D).
2. Production of steel billets from iron ore, high-grade steel and alloys.
3. Production of coke coal and carbon coal.
4. Production of energy saving products.
5. Production of petrochemicals, pharmaceutical chemicals, basic chemicals and rubber.
6. Production of products with an added value of thirty (30) per cent or more (in accordance with
guidelines of the Ministry of Planning and Investment).
7. Manufacture of automobiles and their accessories, and shipbuilding.
8. Production of electronic components, accessories and detailed electronic parts not on List A above.
9. Manufacture of instruments, machine tools, equipment, spare parts and machinery servicing
production of agricultural, forestry, aquaculture [marine] and salt products; of food processors, and of
irrigation equipment not on List A above.
10. Manufacture of materials to replace chrysotile [white asbestos].
11. Manufacture of light adobe building materials (with the specific weight of less than 1000kg/m 3).
12. Investment in taking advantage of excess heat from exhaust gas for power generation by building
materials manufacturers for the purpose of energy saving and environmental protection.
13. Manufacture of artificial crushed sand to replace natural sand.
14. Investment in treatment and use of waste of thermal power plants, chemical fertilizer plants and
metallurgical plants to make building materials.
15. Investment in treatment and use of domestic waste to make fuel in manufacture of building materials.
16. Investment in manufacture of equipment, supplies and spare parts in the production of cement, glass,
facing brick and fire-proof materials; and investment in manufacture of building materials to replace
building materials manufactured by using old-fashioned technologies.
17. Manufacture of various types of environmental friendly traffic vehicles.
18. Manufacture and assembly of diesel locomotives; goods carriages weighed 30 tonnes or more; high-
class passenger carriages with the design speed of 100km/hour; and spare parts of locomotives and
carriages in the railway sector.
19. Production and processing of minerals to make building materials.

20. Production and trading of products formed from scientific and technological results of science and
technology enterprises.
II. AGRICULTURE
1. Cultivation and breeding, growing, harvesting and processing pharmaceutical materials; preservation
and conservation of gene sources and other types of rare and special pharmaceutical materials.
1. Production and processing of animal feed and fisheries [aquatic creatures].
2. Scientific and technical services in support of cultivation of crops, animal husbandry, aquaculture and
protection of plants and livestock.
3. New construction, reconstruction and upgrading of abattoirs; preservation and processing of poultry
and cattle on a concentrated industrial scale, wholesale markets, and livestock and animal product
auction establishments.
4. Construction and development of concentrated raw material zones servicing industrial processing.
5. Exploitation of marine or aquaculture products.
6. Investment in production of biological plant protection drugs, in production of organic fertilizers, and
in activities of scientific research and technology transfer for development of organic fertilizers.
7. Cultivation and breeding, and processing of agricultural, forestry and aquaculture products in the
form of association of product chains; cultivation and breeding, and processing of agricultural,
forestry and aquaculture products in the form of organic agricultural production.
8. Production of handicrafts, and rattan and bamboo, ceramic, glass, textile, fibre, embroidery lace and
weaving products.
9. Scientific research and technological development in the agricultural technology sector.
10. Feeding and taking care of livestock original breeds and preserving gene sources of precious and
rare livestock breeds and native livestock breeds
III. ENVIRONMENTAL PROTECTION AND CONSTRUCTION OF INFRASTRUCTURE
1. Construction and development of industrial infrastructure groups.
1. Construction of apartments for workers in industrial zones, export processing zones, high-tech zones
and economic zones; construction of student hostels and residential housing for people entitled to
social welfare policies; and investment in construction of functional urban zones (comprising
kindergartens, schools and hospitals) servicing the citizens.
2. Dealing with oil spills and remedying other disasters such as avalanches, landslides, damage to river
and sea walls, to dams, reservoirs and other environmental disasters; application of other technology
aimed at reducing gas emission causing the glass-house affect and affecting the ozone layer.
3. Investment in commercial operation of exhibition centres for goods, logistic centres, inland container
depots, goods storage facilities, supermarkets and trade centres.
4. Manufacture and provision of environmental observation equipment, on-site domestic wastewater
treatment equipment, and environmental friendly products and services issued with a National
EcoLabel Certificate in accordance with the law on environmental protection.
5. Investment in commercial operation of establishments incubating technology and science and
technology enterprises as stipulated in the law on technologies.
6. Investment in commercial operation of innovative renovation centres and study and development
centres.
7. Concentrated domestic wastewater treatment with the designed capacity of 2,500 m 3/day (24 hours)
or more in urban areas of class IV or higher.
8. Concentrated collection, transportation and treatment of normal solid waste.
9. Treatment of hazardous waste and co-treatment of hazardous waste.
10. Dealing with and renovation of areas in which environment is polluted in public areas.
11. Response to and dealing with oil spills, chemical incidents and other environmental incidents.
12. Construction of infrastructure for environmental protection in industrial zones, industrial clusters and
trade villages.
13. Removal and conversion of operations of establishments causing serious environmental pollution.
14. Environmental observation.
15. Investment in construction of cemeteries, crematoria and electric crematoria.
16. Assessment of environmental losses; assessment of environmental health; and environmental
assessment with respect to goods, imported scraps, machinery, equipment and technologies.
17. Production and application of environmental protection inventions protected by the State by way of
issuing exclusive patents for inventions or exclusive patents for utility solutions.
18. Production of environmental friendly products affixed by the Ministry of Natural Resources and
Environment with a Vietnam Green Label; products from solid waste recycle and treatment activities
of waste treatment facilities (domestic waste, industrial waste and hazardous waste).

19. Production of petrol, diesel fuel and biological fuel issued with a certificate of compliance with
regulations; biological coal; energy from use of wind power, solar light, tides, geothermal heat and
other forms of renewable energy.
20. Manufacture and import of specialized machinery, equipment and vehicles to be used directly for
collection, transportation and treatment of waste; automatic and continuous wastewater and exhaust
gas observation equipment; equipment for measurement, sampling and analysis of environment;
production of renewable energy; dealing with environmental pollution; and response to and dealing
with environmental incidents.
21. Service, production and business activities of environmental friendly establishments issued with a
ecolabel certificate by the Ministry of Natural Resources and Environment.
22. Production of water-saving products, equipment and technologies.
IV. EDUCATION, CULTURE, SOCIALIZATION, SPORT AND MEDICAL HEALTH
1. Investment in commercial operation of infrastructure at educational and training establishments and
vocational training establishments; investment in development of non-public educational and training
establishments and vocational training establishments at all levels including pre-schools, secondary
schools and trade vocational training centres.
1. Manufacture of medical equipment, and construction of storage facilities for pharmaceutical materials
and reserves of medical drugs in case of natural disaster, fire or dangerous epidemics.
2. Production of raw materials to make medicines and drugs being protection agents, insecticides,
drugs for preventing and curing diseases in animals and aquatic creatures.
3. Production of veterinary medicines and raw materials to make veterinary medicines, and preservation
of veterinary medicines; and production of equipment and instruments for veterinary use.
4. Investment in biology testing laboratories, of establishments assessing feasibility of drugs, and of
establishments satisfying good practice standards for the production, preservation and testing of
drugs used in forestry.
5. Investment in research and certification by scientific establishments of oriental and traditional
medicines, and formulation of standards for certification of oriental and traditional medicines.
6. Investment in commercial operation of sports and training establishments including sports and
training clubs, stadiums and swimming pools; and establishments producing and repairing sports
training equipment and facilities.
7. Investment in commercial operation of public libraries at the district level, specialized libraries,
university libraries, libraries of educational establishments, community libraries, private libraries
servicing the community, and development of the reading culture servicing the lifelong learning.
8. Investment in development of organizations inspecting the vocational training quality and production
of vocational training equipment.
V. OTHER SECTORS
1. Activities of people's credit funds and of micro-finance institutions.
2. Electronic publication activities.
3. Investment in commercial operation of product distribution chains of small and medium-sized
enterprises; investment in commercial operation of establishments incubating small and medium-
sized enterprises; investment in commercial operation of technical establishments supporting small
and medium-sized enterprises; and investment in commercial operation of common working areas for
small and medium-sized innovative start-up enterprises in accordance with the law on support of
small and medium-sized enterprises.
4. Innovative start-up investment.
------------------------------

Appendix III
LIST OF INVESTMENT INCENTIVE GEOGRAPHICAL AREAS
(Issued with Decree 31/2021/ND-CP of the Government dated 26 March 2021)
[Not translated]
Geographical area with particularly Geographical area with difficult

No. Province
difficult socio-economic conditions socio-economic conditions
1 Bắc Kạn All districts, townships and Bắc Kạn City
2 Cao Bằng All districts and Cao Bằng City
3 Hà Giang All districts and Hà Giang City
4 Lai Châu All districts and Lai Chau City
5 Sơn La All districts and Sơn La City
All districts, communes and Điện Biên

6 Điện Biên
City
7 Lào Cai All districts and Sapa Township Lào Cai City
Na Hang, Chiêm Hóa, Lâm BìnhHàm Yên, Sơn Dương, Yên Sơn
8 Tuyên Quang
Districts Districts and Tuyên Quang City
Lục Ngạn, Lục Nam, Yên Thế, Hiệp
9 Bắc Giang Sơn Động District
Hòa Districts
Kim Bôi, Lương Sơn, Lạc Thủy, Tân
10 Hòa Bình Đà Bắc, Mai Châu Districts Lạc, Cao Phong, Lậc Sơn, Yên
Thủy Districts and Hòa Bình City
Bình Gia, Đình Lập, Cao Lộc, Lộc Bình,
11 Lạng Sơn Tràng Định, Văn Lãng, Văn Quan, Bắc
Sơn, Chi Lăng, Hữu Lũng Districts
Đoan Hùng, Hạ Hòa, Phù Ninh,
12 Phú Thọ Thanh Sơn, Tân Sơn, Yên Lập Districts Thanh Ba, Tam Nông, Cẩm Khê
Districts
Võ Nhai, Định Hóa, Đại Từ, Phú Lương,Phú Bình Districts, Phổ Yên
13 Thái Nguyên
Đồng Hỷ Districts. Township
Lục Yên, Mù Cang Chải, Trạm TấuTrấn Yên, Văn Chấn, Văn Yên, Yên
14 Yên Bái
Districts Bình Districts, Nghĩa Lộ Township
Ba Chẽ, Bình Liêu Districts, Cô Tô Vân Đồn, Tiên Yên, Hải Hà, Đầm Hà
15 Quảng Ninh
Island Districts and provincial islands Districts
16 Hải Phòng Bạch Long Vĩ, Cát Hải Island Districts
Lý Nhân, Thanh Liêm, Bình Lục

17 Hà Nam
Districts
Giao Thủy, Xuân Trường, Hải Hậu,
18 Nam Định
Nghĩa Hưng Districts
19 Thái Bình Thái Thụy, Tiền Hải Districts

Nho Quan, Gia Viễn, Kim Sơn, Tam
20 Ninh Bình
Điệp, Yên Mô Districts
Mường Lát, Quan Hóa, Quan Sơn, Bá
Thước, Lang Chánh, Thường Xuân,
21 Thanh Hóa Thạch Thành, Nông Cống Districts
Cẩm Thủy, Ngọc Lặc, Như Thanh, Như
Xuân Districts
Kỳ Sơn, Tương Dương, Con Cuông,
Tân Kỳ, Nghĩa Đàn, Thanh Chương
22 Nghệ An Quế Phong, Quỳ Hợp, Quỳ Châu, Anh
Districts and Thái Hòa Township
Sơn Districts
Đức Thọ, Nghi Xuân, Thạch Hà,
Hương Khê, Hương Sơn, Vũ Quang,
23 Hà Tĩnh Cẩm Xuyên, Can Lộc Districts and
Lộc Hà, Kỳ Anh Districts
Kỳ Anh Township
Tuyên Hóa, Minh Hóa, Bố TrạchRemaining districts and Ba Đồn
24 Quảng Bình
Districts Township
Hướng Hóa, Đa Krông Districts, cồn cỏ
25 Quảng Trị Remaining districts
Island District and provincial islands
Phong Điền, Quảng Điền, Phú Lộc,
Thừa Thiên
26 A Lưới, Nam Đông Districts Phú Vang Districts and Hương Trà
Huế
Township
27 Đà Nẵng Hoàng Sa Island District
Đông Giang, Tây Giang, Nam Giang, Đại Lộc, Quế Sơn, Phú Ninh, Duy
Phước Sơn, Bắc Trà My, Nam Trà My,Xuyên Districts (Duy Châu, Duy
Hiệp Đức, Tiên Phước, Núi ThànhHòa, Duy Phú, Duy Sơn, Duy Tân,
Districts (Tam Sơn, Tam Thạnh, Tam MỹDuy Thu, Duy Trinh, Duy Trung
Đông, Tam Mỹ Tây, Tam Trà, Tam Hải Communes), Núi Thành District
28 Quảng Nam
Communes), Nông Sơn, Thăng Bình(Tam Xuân I, Tam Xuân II, Tam Anh
Districts (Bình Lãnh, Bình Trị, Bình Định Bắc, Tam Anh Nam Commune),
Bắc, Bình Định Nam, Bình Quý, BìnhThăng Bình District (Bình Nguyên,
Phú, Bình Chánh, Bình QuếBình Tú, Bình An, Bình Trung
Communes) and Cù Lao Chàm Island Commune)
Ba Tơ, Trà Đồng, Sơn Tây, Sơn Hà,
29 Quảng Ngãi Minh Long, Bình Sơn, Sơn Tịnh Districts Nghĩa Hành District
and Lý Sơn Island District
An Lão, Vĩnh Thạnh, Vân Canh, Phù
30 Bình Định Tuy Phước District
Cát, Tây Sơn, Hoài Ân, Phù Mỹ Districts
Sông Hinh, Đồng Xuân, Sơn Hòa, Phú Sông Cầu Township; Đông Hòa
31 Phú Yên
Hòa, Tây Hòa Districts Township, Tuy An District
Khánh Vĩnh, Khánh Sơn Districts,Vạn Ninh, Diên Khánh, Cam Lâm
32 Khánh Hòa Trường Sa Island Districts and provincialDistricts, Ninh Hòa Township, Cam
islands Ranh City
33 Ninh Thuận All districts Phan Rang - Tháp Chàm City
Bắc Bình, Tuy Phong, Đức Linh,

34 Bình Thuận Phú Quý District Tánh Linh, Hàm Thuận Bắc, Hàm
Thuận Nam, Hàm Tân Districts
35 Đắk Lắk All districts and Buôn Hồ Township Buôn Ma Thuột City
36 Gia Lai All districts and townships Pleiku City

37 Kon Tum All districts and the city
38 Đắk Nông All districts and townships
39 Lâm Đông All districts Bảo Lộc City
Bà Rịa - Vũng Phú Mỹ, Châu Đức, Xuyên Mộc

40 Côn Đảo District
Tàu Townships
Dương Minh Châu, Gò Dầu Districts,
Tân Biên, Tân Châu, Châu Thành, Bến
41 Tây Ninh Hòa Thành Township and Trảng
Cầu Districts
Bàng Township
Đồng Phú, Chơn Thành, Hớn Quản
Lộc Ninh, Bù Đăng, Bù Đốp, Bù Gia
42 Bình Phước Districts, Bình Long, Phước Long
Mập, Phú Riềng Districts
Townships
Đức Huệ, Mộc Hóa, Vĩnh Hưng, Tân Kiến Tường Township; Tân Thạnh,
43 Long An
Hưng Districts Đức Hòa, Thạnh Hóa Districts
Gò Công Đông, Gò Công Tây
44 Tiền Giang Tân Phước, Tân Phú Đông Districts
Districts
45 Bến Tre Thạnh Phú, Ba Tri, Bình Đại Districts Remaining districts
Cầu Ngang, Cầu Kè, Tiểu Cần,

46 Trà Vinh Châu Thành, Trà Cú Districts Duyên Hải Districts, Duyên Hải,
Càng Long Townships, Trà Vinh City
Hồng Ngự, Tân Hồng, Tam Nông, Tháp
47 Đồng Tháp Remaining districts
Mười Districts and Hồng Ngự Township
Trà Ôn, Bình Tân, Vũng Liêm, Mang
48 Vĩnh Long
Thít, Tam Bình Districts
All districts and Vĩnh Châu Township,
49 Sóc Trăng Sóc Trăng City
Ngã Năm Township
All districts, Long Mỹ Township and Ngã
50 Hậu Giang Vị Thanh City
Bảy City
An Phú, Tri Tôn, Thoại Sơn, Tịnh BiênChâu Đốc City and remaining
51 An Giang
District and Tân Châu Township districts
52 Bạc Liêu All districts and townships Bạc Liêu City
All districts and islands, provincial

53 Cà Mau Cà Mau City
offshore islands
All districts, islands and offshore islands
54 Kiên Giang Rạch Giá City
of the province and Hà Tiên Township
Economic zones, high-tech zones
Industrial zoned, export processing
(including concentrated information
zones and industrial clusters
55 technology (IT) zones established in
established in accordance with
accordance with Government
Government regulations
regulations)

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