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THE GOVERNMENT
OF VIETNAM
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THE SOCIALIST
REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
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No. 19/2025/ND-CP
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Hanoi, February
10, 2025
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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
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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.
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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.
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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).
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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.
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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.
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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
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“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:
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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.
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ON BEHALF OF
THE GOVERNMENT
PP. THE PRIME MINISTER
DEPUTY PRIME MINISTER
Nguyen Hoa Binh