Decree No. 19/2025/ND-CP dated February 10, 2025 on elaborating Law on investment regarding special investment procedures

DECREE

ELABORATING LAW ON INVESTMENT REGARDING SPECIAL INVESTMENT PROCEDURES

Pursuant to the Law on Government Organization dated June 19, 2015; the Law on Amendments to the Law on Government Organization and the Law on Local Government Organization dated November 22, 2019;

Pursuant to the Law on Investment dated June 17, 2020; the Law providing amendments to the Law on Planning, Law on Investment, Law on Public-Private Partnership Investment, and Law on Bidding dated November 29, 2024;

At the request of the Minister of Planning and Investment of Vietnam;

The Government promulgates a Decree elaborating Law on Investment regarding special investment procedures.

Chapter I

GENERAL PROVISIONS

Article 1. Scope and regulated entities

1. Scope:

a) This Decree elaborates on special investment procedures prescribed in Article 36a of the Law on Investment, as amended in clause 8 Article 2 of the Law No. 57/2024/QH15 providing amendments to the Law on Planning, Law on Investment, Law on Public-Private Partnership Investment, and Law on Bidding;

b) Any matters concerning investment activities which are not prescribed in Article 36a of the Law on Investment and this Decree shall be subject to the provisions of the Law on Investment, Decree No. 31/2021/ND-CP and legislative documents providing guidelines thereon.

2. Regulated entities

This Decree applies investors, competent authorities, organizations and individuals involved in special investment procedures.

3. Application of this Decree and relevant regulations

If there is any difference between provisions of this Decree and other Government’s regulations promulgated before January 15, 2025 on the same matter, provisions of Article 36a of the Law on Investment and this Decree shall prevail.

Article 2. Fields of application of special investment procedures

1. The fields in which special investment procedures are applied are specified in clause 1 Article 36a of the Law on Investment. Operating objectives of the investment projects applying special investment procedures under provisions hereof must fall in the fields prescribed in this clause.

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

Chapter II

PROCEDURES FOR ISSUANCE AND MODIFICATION OF INVESTMENT REGISTRATION CERTIFICATE

Article 3. Procedures for issuance of investment registration certificate

1. Application for issuance of investment registration certificate shall comply with provisions of clause 2 Article 36a of the Law on Investment and provisions of clause 2 of this Article.

2. The investor’s commitments specified in the application form for implementation of an investment project include:

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

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

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

3. The investor shall submit 01 package of application for issuance of investment registration certificate as prescribed in clause 1 of this Article to the Management Board of the relevant industrial park, export-processing zone, hi-tech zone or economic zone (hereinafter referred to as “Management Board”). The Management Board shall consider, assess and issue the investment registration certificate according to provisions of clause 4 Article 36a of the Law on Investment. The issued investment registration certificate, accompanied with the investor’s commitment, shall be concurrently sent to local regulatory authorities in charge of construction order management, environmental protection, and firefighting and fire prevention.

4. Assessment of the conformity of the project with the planning prescribed in point b clause 3 Article 36a of the Law on Investment shall be carried out as follows:

a) Assessment of the conformity of the project with the zoning planning for industrial parks, export-processing zones, hi-tech zones, information technology complexes and free trade zones shall be carried out. In case the proposed project is located in an area for which a zoning planning is not required or the zoning planning needs adjustments and is yet to be approved by a competent authority, assessment of the conformity of the investment project with the approved general planning of the city; district-level town; commune-level town; new urban area; rural district or commune shall be carried out, except the case prescribed in point c of this clause;

b) In case the proposed project is located in a functional zone of an economic zone, assessment of the conformity of the project with the approved general planning of the economic zone or the approved general planning of the city or district-level town shall be carried out, except the case prescribed in point c of this clause;

c) Regarding industrial parks, export-processing zones, hi-tech zones, information technology complexes, free trade zones and functional zones of economic zones for which there are zoning plannings in force as prescribed in the Law on urban and rural planning, assessment of the conformity of the project with the relevant zoning planning shall be carried out.

5. Regarding a project for which the State is requested to lease land or give permission for land repurposing, assessment of the satisfaction of the conditions for land lease or land repurposing as prescribed in the Land Law, and the conformity of the land use demand with the objectives, scale, investment capital, location and implementation schedule of the project shall be carried out.

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

7. The economic organization established by a foreign investor as prescribed in clause 5 Article 36a of the Law on Investment must following procedures for registration of its business lines which must be conformable with provisions of clause 1 Article 36a of the Law on Investment, and may only follow procedures for modification of its registered business lines or addition of the new ones after it is issued with a investment registration certificate as prescribed in clause 3 of this Article.

Article 4. Guarantee for implementation of investment projects

Guarantee for implementation of investment projects is made in the cases and under requirements, conditions in Article 43 of the Law on Investment, Articles 25, 26 of the Decree No. 31/2021/ND-CP , and according to the following provisions:

1. The investor shall make the required deposit or submit a credit institution’s commitment to guarantee fulfillment of deposit-related obligations after the investment registration certificate is issued but before the investor organizes implementation of the compensation, support and residential resettlement plan approved by a competent authority (in case the investor does not make advanced payment of compensation, support and residential resettlement costs) or before a decision to lease land or permit land repurposing is issued (in case the investor has made advanced payment of compensation, support and residential resettlement costs) or within 30 days from the issue date of the investment registration certificate (in case the project is located in a land area which has been appropriated by the State after having made full payment of compensation, support and residential resettlement costs).

2. Returning amounts paid to guarantee implementation of the project:

a) 50% of the deposited amount shall be returned or the sum in the guarantee for fulfillment of deposit-related obligations shall be reduced by 50% at the time the investor provides the Management Board with a written notice of commencement date which is accompanied with the documents prescribed in clause 8 Article 36a of the Law on Investment;

b) The remaining deposited amount shall be returned and any interests thereon shall also be paid or the guarantee for fulfillment of deposit-related obligations shall cease to have effect at the time the investor provides the Management Board with the record of acceptance testing of the completed construction work.

Article 5. Adjustment of investment projects

1. Any adjustment of the project’s objectives shall comply with corresponding provisions of Article 3 of this Decree. An application for project adjustment includes:

a) An application form for adjustment of the investment project which includes the commitment to satisfy relevant conditions, technical regulations and standards as prescribed in laws on construction, environmental protection, and firefighting and fire prevention;

b) Explanation for or documents related to adjustment of the project’s objectives;

c) Report on the status of implementation of the investment project by the time of adjustment.

2. Adjustment of an investment project in the cases other than those specified in clause 1 of this Article shall be subject to the corresponding provisions of the Law on Investment and the Government's Decree No. 31/2021/ND-CP dated March 26, 2021 elaborating and providing guidelines for implementation of the Law on Investment. In this case, an application for project adjustment must include commitment to satisfy relevant conditions, technical regulations and standards as prescribed in laws on construction, environmental protection, and firefighting and fire prevention.

3. Objectives of an investment project after adjustment must fall in the fields specified in clause 1 Article 36a of the Law on Investment.

Article 6. Notice of commencement date

1. Regarding an investment project comprising construction components, at least 30 days before the planned date of commencement of implementation of the project, the investor shall send a notice of commencement date to the local competent authority in charge of managing construction order and the Management Board as prescribed in clause 8 Article 36a of the Law on Investment.

2. The construction investment technical-economic report prescribed in point a clause 8 Article 36a of the Law on Investment may be prepared for the entire investment project or each constituent project or implementation stage (in case of investment phasing) provided that it must be conformable with the investment registration certificate issued by a competent authority. A construction investment technical-economic report for a constituent project or implementation stage must include adequate required contents of a technical-economic report as prescribed in the law on construction, and ensure the synchronism of the entire project.

Article 7. Implementation of investment projects

1. Each investor shall implement their project according to the issued investment registration certificate, commitments on construction, environmental protection, fire fighting and fire prevention, and assume responsibility for their failure to fulfill these commitments.

If a project is found to have failed to satisfy the conditions, technical regulations and standards as committed, the competent authority shall consider imposing penalties for administrative violations, stop or terminate operation of the project or take other appropriate actions as prescribed by law.

2. If an investment project is subject to environmental impact assessment requirements as prescribed in the Law on Environmental Protection, when following investment registration procedures as prescribed in Article 36a of the Law on Investment, the investor shall not be required to prepare any environmental impact assessment report. If an Environmental license is required for the project, the investor shall comply with the following provisions:

a) The investor shall follow procedures for issuance of Environmental license before commencing the implementation of the project with the regulatory authority that has the power to appraise the environmental impact assessment report for the project, if required as prescribed in the law on environmental protection;

b) Procedures for issuance of Environmental license shall comply with regulations of the law on environmental protection applicable to the cases where the investment project is not subject to environmental impact assessment requirement.

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

4. Supervision and assessment of investment projects

a) Investors shall themselves organize supervision and assessment of investment projects; Management Boards, investment authorities and specialized authorities shall carry out supervision and assessment of investment projects within the ambit of their assigned functions, tasks and powers;

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

5. Each Management Board shall perform its tasks and powers in accordance with regulations of law and discharge the following responsibilities:

a) Notify the investor in writing of any matters that arise before the commencement date and during the implementation of the investment project;

b) Deal with, within its competence, or request competent authorities to deal with the matters that arise during the implementation of the investment project;

c) Cooperate with regulatory authorities in carrying out inspection, supervision and assessment of investors’ fulfillment of commitments on construction, environmental protection, technology transfer, and firefighting and fire prevention, or performing such tasks with authorization of competent authorities in accordance with regulations of law.

Chapter III

IMPLEMENTATION

Article 8. Amendments to Government's Decree No. 31/2021/ND-CP dated March 26, 2021 elaborating and providing guidelines for implementation of Law on Investment

1. Points d and dd is added following Point c Clause 7 Article 31 as follows:

“d) The planning specified in point a clause 3 Article 33 of the Law on Investment is considered as the planning related to objectives and contents of the proposed investment project;

dd) Assessment of conformity of the investment project with the national, regional and/or provincial plannings is carried out as follows:

Assess the conformity of the project with objectives and orientations for development, arrangement and distribution of spaces for social economic activities according to the contents and/or requirements of the planning.”.

2. The following contents are added to the end of Point a Clause 4 Article 33:

Regarding an investment project on construction and commercial operation of infrastructure facilities of an industrial park or export-processing zone, the investor or competent authority shall submit the application to the Management Board of the relevant industrial park, export-processing zone, hi-tech zone or economic zone or the relevant Provincial Department of Planning and Investment (in case such Management Board is yet to be established).

3. The following contents are added to the end of Clause 1 Article 45:

Regarding an investment project on construction and commercial operation of infrastructure facilities of an industrial park or export-processing zone, the investor shall submit the application to the Management Board of the relevant industrial park, export-processing zone, hi-tech zone or economic zone or the relevant Provincial Department of Planning and Investment (in case such Management Board is yet to be established).

Article 9. Transition

1. Applications for investment projects in the fields specified in clause 1 Article 36a of the Law on Investment which have been received by Management Boards before January 15, 2025 and considered valid but for which application processing results are yet to be returned shall be subject to the following provisions:

a) The processing of these applications shall continue complying with provisions of the Decree No. 31/2021/ND-CP dated March 26, 2021 providing guidelines for implementation of the Law on investment;

b) In case the investor wishes to apply special investment procedures, the investor shall additionally submit the commitments prescribed in clause 2 Article 3 of this Decree to the Management Board for consideration and issuance of the investment registration certificate as prescribed in Article 3 of this Decree;

c) If an application is currently put under consideration as prescribed in clause 7 Article 29 of the Decree No. 31/2021/ND-CP , it shall continue to be processed according to provisions of the Decree No. 31/2021/ND-CP .

In case the investor’s request for application of special investment procedures is approved, the investor shall additionally submit the commitments and relevant documents prescribed in clause 2 Article 3 of this Decree to serve the issuance of the investment registration certificate as prescribed in Article 3 of this Decree.

2. Issuance or replacement of an investment registration certificate as prescribed in point c clause 2 Article 6 of the Law No. 57/2024/QH14 shall be carried out in case the investor selects to apply special investment procedures for the entire investment project.

Where special investment procedures are only applied to a part or stage of the investment project, the investor shall follow procedures for project adjustment according to corresponding provisions in Article 5 of this Decree. The modified investment registration certificate shall record adjusted contents of the investment project.

3. Regarding projects for which environmental impact assessment report/detailed planning, construction permit and other documents giving approval or permission in the fields of construction and firefighting and fire prevention have been approved or issued before the effective date of the Law No. 57/2024/QH14, they shall continue to be implemented according to such issued documents or permits.

Article 10. Implementation

1. This Decree comes into force from the day on which it is signed.

2. Ministers, heads of ministerial agencies, heads of the Governmental agencies, Chairpersons of People’s Committees of provinces or central-affiliated cities shall, within the ambit of their assigned functions and tasks, assume responsibility to instruct and implement this Decree.