Decree No. 19/2025/NĐ-CP detailing the Investment Law on special investment procedures

Pursuant toLaw on Government Organization of June 19, 2015; the Law Amending and Supplementing Certain Provisions of the Law on the Organization of the State Administration and the Law on the Organization of Local Administration of November 22, 2019;

Pursuant toInvestment Nationalthe sixteenth day of June, two thousand and twenty; Law amending and supplementing certain provisions of the Planning Law, the Investment Law, the Law on Public-Private Partnership Investment, and the Bidding Law of November 29, 2024;

At the proposal of the Minister of Planning and Investment;

The Government promulgates this Decree to provide detailed regulations on special investment procedures under the Investment Law.

 

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

Thông tư này quy định chi tiết khoản 4 Điều 38 Luật Thủy sản số 18/2017/QH14 đã được sửa đổi, bổ sung tại điểm c khoản 21 Điều 14 Luật số 146/2025/QH15.

a) This Decree provides detailed regulations on special investment procedures stipulated in Article 36a of the Investment Law, amended and supplemented in Clause 8, Article 2 of Law No. 57/2024/QH15 amending and supplementing certain provisions of the Planning Law, the Investment Law, the Law on Public-Private Partnership Investment, and the Bidding Law;

b) Matters related to investment activities not provided for in Article 36a of the Investment Law and this Decree shall be implemented in accordance with the provisions of the Investment Law, Decree No. 31/2021/NĐ-CP, and guiding documents.

Thông tư này áp dụng đối với tổ chức, cá nhân có liên quan đến hoạt động kinh doanh đối tượng thủy sản nuôi chủ lực trên lãnh thổ Việt Nam.

This Decree applies to investors, competent state agencies, organizations, and individuals related to special investment procedures.

3. Application of the Decree and relevant provisions

In case there are different provisions between this Decree and other provisions of the Government issued before January 15, 2025, concerning the same issue, the provisions of Article 36a of the Investment Law and this Decree shall apply.

Article 2. Scope of application of special investment procedures

1. The scope of application of special investment procedures shall be carried out in accordance with Clause 1, Article 36a of the Investment Law. The objectives of projects applying special investment procedures under this Decree must fall within the scope prescribed in this clause.

2. Projects investing in high-tech zones must comply with the principles and criteria for high-tech projects as stipulated in the High-Tech Law and the Government's regulations on high-tech zones.

Chapter II

PROCEDURES FOR ISSUING AND AMENDING THE INVESTMENT REGISTRATION CERTIFICATE

Article 3. Procedures for registering the issuance of the Investment Registration Certificate

1. The registration dossier for issuing the Investment Registration Certificate shall be carried out in accordance with Clause 2, Article 36a of the Investment Law and the contents stipulated in Clause 2 of this Article.

2. The investor's commitments in the project implementation proposal document include the following items:

a) Relevant conditions, standards, and technical regulations according to laws on construction, environmental protection, fire prevention, and firefighting;

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

c) Commitment to meet the conditions, standards, and technical regulations specified in point a of this clause, not to engage in prohibited acts as stipulated by laws on construction, environmental protection, fire prevention, and firefighting, and to bear full responsibility in case of non-compliance with the commitments.

3. The investor submits one set of the registration dossier for issuing the Investment Registration Certificate as stipulated in Clause 1 of this Article to the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones (hereinafter referred to collectively as the Management Board). The Management Board examines, evaluates, and issues the Investment Registration Certificate in accordance with Clause 4, Article 36a of the Investment Law. The Investment Registration Certificate along with the investor's commitment is simultaneously sent to the competent state management agency regarding construction order, environmental protection, and fire prevention and firefighting at the local level.

4. The evaluation of the project's compliance with the planning as stipulated in point b, Clause 3, Article 36a of the Investment Law shall be conducted as follows:

a) Evaluation of the project's compliance with the detailed planning of industrial parks, export processing zones, high-tech zones, concentrated information technology zones, and free trade zones. In cases where the project is proposed in areas that do not require detailed planning or where the detailed planning needs adjustment and has not been approved by the competent authority, the project's compliance with the general planning of cities, towns, new urban areas, counties, or communes approved shall be evaluated, except in cases stipulated in point c of this clause;

b) In cases where the project is proposed to be implemented in functional zones within economic zones, the project's compliance with the general planning of economic zones or the general planning of cities approved shall be evaluated, except in cases stipulated in point c of this clause;

c) For industrial parks, export processing zones, high-tech zones, concentrated information technology zones, free trade zones, and functional zones within economic zones with effective detailed planning in accordance with the Urban and Rural Planning Law, the project's compliance with the detailed planning shall be evaluated.

5. For projects requesting land lease from the State or permission to change land use purposes, the ability to meet the conditions for land lease and change of land use purposes as stipulated by the Land Law shall be assessed, as well as the suitability of land demand with the project's objectives, scale, investment capital, location, and implementation schedule.

6. The content of the Investment Registration Certificate shall be carried out in accordance with Article 40 of the Investment Law, including the investor's commitment.

7. Economic organizations established by foreign investors in accordance with Clause 5, Article 36a of the Investment Law must register business sectors and industries in accordance with Clause 1, Article 36a of the Investment Law and may only adjust their business registration content to add other business sectors and industries after obtaining the Investment Registration Certificate in accordance with Clause 3 of this Article.

Article 4. Procedures for Ensuring Implementation of Investment Projects

The procedures for ensuring implementation of investment projects shall be carried out according to the cases, requirements, and conditions stipulated in Article 43 of the Investment Law, Articles 25 and 26 of Decree No. 31/2021/NĐ-CP, and the following provisions:

1. Investors shall deposit a performance bond or submit a letter of guarantee from a credit institution regarding the obligation to deposit a performance bond after obtaining the Certificate of Investment Registration and before organizing the implementation of the compensation, support, and resettlement plan that has been approved by the competent authority (in cases where the investor does not temporarily advance funds for compensation, support, and resettlement) or prior to the issuance of the decision on land lease or permission to change land use (in cases where the investor has temporarily advanced funds for compensation, support, and resettlement) or within thirty days from the date of issuance of the Certificate of Investment Registration (in cases where the land for the project has already been compensated, supported, resettled, and reclaimed by the State).

2. Repayment of the Obligation to Ensure Project Implementation

a) Repay fifty percent of the performance bond amount or reduce fifty percent of the guarantee amount for the performance bond obligation at the time when the investor submits to the Management Board a notice of groundbreaking accompanied by the documents specified in Clause 8 of Article 36a of the Investment Law;

b) Repay the remaining performance bond amount and accrued interest thereon (if any), or terminate the effect of the guarantee for the performance bond obligation at the time when the investor submits to the Management Board a completion acceptance record for the construction works to be put into operation.

Article 5. Adjustment of Investment Projects

1. The adjustment of the project's operational objectives shall be carried out in accordance with the corresponding provisions of Article 3 of this Decree. The adjustment dossier includes:

a) A proposal document for adjusting the investment project including commitments to meet the conditions, standards, and regulations set forth by laws on construction, environmental protection, fire prevention, and firefighting;

b) An explanation or provision of relevant documents concerning the adjustment of the project's operational objectives;

c) A report on the progress of the investment project up to the time of adjustment.

2. The adjustment of investment projects in cases not covered by Clause 1 of this Article shall be carried out in accordance with the corresponding provisions of the Investment Law and Decree No. 31/2021/NĐ-CP dated March 26, 2021, of the Government detailing and guiding the implementation of certain provisions of the Investment Law, wherein the adjustment dossier must include commitments to meet the conditions, standards, and regulations set forth by laws on construction, environmental protection, and fire prevention and firefighting.

3. The project's operational objectives after adjustment must fall within the scope defined in Clause 1 of Article 36a of the Investment Law.

Article 6. Notice of Groundbreaking

1. For investment projects with construction components, investors shall notify the competent state authorities responsible for construction management at the local level and the Management Board, as stipulated in Clause 8 of Article 36a of the Investment Law, at least thirty days before the commencement of construction.

2. The economic and technical report on construction investment prescribed in Point a of Clause 8 of Article 36a of the Investment Law shall be prepared for the entire investment project or each component project, each phase of the project if it is divided into phases, but must comply with the Certificate of Investment Registration issued by the competent authority. The economic and technical report of a component project or by phase must reflect the contents required by laws on construction, ensuring the overall consistency of the entire project.

Article 7. Implementation of Investment Projects

1. The investor shall be responsible for implementing the project in accordance with the provisions of the Certificate of Investment Registration, commitments regarding construction, environmental protection, fire prevention and firefighting, and shall bear responsibility for failing to fulfill their commitments.

In case the project does not meet the conditions, standards, technical regulations committed to, the competent state agency shall consider imposing administrative penalties, suspending, terminating operations, or applying other forms of handling according to the law.

2. For investment projects that fall under the category of conducting environmental impact assessments as stipulated in the Environmental Protection Law when registering investments according to Article 36a of the Investment Law, the investor is not required to prepare an environmental impact assessment report. In cases where the project falls under the category requiring issuance of an Environmental Permit, the investor shall proceed as follows:

a) Complete procedures for issuing an Environmental Permit before commencing construction at the state agency authorized to approve the results of the environmental impact assessment report corresponding to the situation where the project must prepare an environmental impact assessment report as prescribed by environmental protection laws;

b) The procedures and formalities for issuing an Environmental Permit shall be carried out in accordance with the relevant laws on environmental protection applicable to investment projects not falling under the category required to conduct an environmental impact assessment.

3. For projects that require environmental registration, the investor shall implement environmental registration in accordance with point b, Clause 6, Article 49 of the Environmental Protection Law.

4. Supervision and Evaluation of Investment Projects

a) The investor shall organize self-supervision and evaluation of the investment project; the Management Board, state management agencies on investment, and specialized state management agencies shall supervise and evaluate the investment project within their functions, tasks, and authorities;

b) The implementation of supervision and evaluation of investment projects as stipulated in point a of this clause shall be carried out in accordance with the laws on investment and related laws.

5. The Management Board shall perform its duties and responsibilities as prescribed by law and shall be responsible for:

a) Notifying the investor in writing about issues arising before commencement and during the implementation of the investment project;

b) Resolving issues arising during the implementation of the investment project within its authority or promptly notifying the competent state agency to resolve them;

c) Cooperating with competent state agencies or performing activities such as inspection, supervision, and evaluation of the investor's commitments on construction, environmental protection, technology transfer, fire prevention, and firefighting in accordance with the law.

Chapter III

IMPLEMENTING PROVISIONS

Article 8. Amending and Supplementing Certain Provisions of Decree No. 31/2021/NĐ-CP dated March 26, 2021 of the Government detailing and guiding the implementation of certain provisions of the Investment Law

1. Add points d and đ after point c, Clause 7, Article 31:

"d) The planning specified in point a, Clause 3, Article 33 of the Investment Law is determined to be planning related to the project's objectives and proposed content;

đ) The compatibility of the investment project with national-level planning, regional planning, provincial planning shall be conducted as follows:

Assessing the compatibility of the project with development goals, directions, spatial arrangements of economic and social activities according to the content and requirements of the planning."

2. Add the following content to the end of point a, Clause 4, Article 33:

For investment projects in industrial zones, export processing zones, investors or competent state agencies shall submit applications to the Industrial Zone Management Board, Export Processing Zone Management Board, High-Tech Park Management Board, Economic Zone Management Board, or Department of Planning and Investment in cases where the Industrial Zone Management Board, Export Processing Zone Management Board, High-Tech Park Management Board, Economic Zone Management Board have not been established.

3. Add the following content to the end of Clause 1, Article 45:

For investment projects in industrial zones, export processing zones, investors shall submit applications to the Industrial Zone Management Board, Export Processing Zone Management Board, High-Tech Park Management Board, Economic Zone Management Board, or Department of Planning and Investment in cases where the Industrial Zone Management Board, Export Processing Zone Management Board, High-Tech Park Management Board, Economic Zone Management Board have not been established.

Article 9. Transitional Provisions

1. Valid application files of investment projects in fields specified in Clause 1, Article 36a of the Investment Law received by the Management Board before January 15, 2025 but without results issued shall be handled as follows:

a) Continue to process the application files in accordance with the Investment Law and Decree No. 31/2021/NĐ-CP dated March 26, 2021 detailing and guiding the implementation of certain provisions of the Investment Law;

b) In case the investor proposes to apply special investment procedures, the investor shall submit additional commitments as stipulated in Clause 2, Article 3 of this Decree for the Management Board to assess and issue the Certificate of Investment Registration as prescribed in Article 3 of this Decree;

c) For application files being processed in accordance with Clause 7, Article 29 of Decree No. 31/2021/NĐ-CP, they shall continue to be processed in accordance with Decree No. 31/2021/NĐ-CP.

In case the investor's proposal to apply special investment procedures is approved, the investor shall submit additional commitments and related documents as stipulated in Clause 2, Article 3 of this Decree to obtain the Certificate of Investment Registration as prescribed in Article 3 of this Decree.

2. Issuance or replacement of the Certificate of Investment Registration as stipulated in point c, Clause 2, Article 6 of Law No. 57/2024/QH14 shall be implemented in cases where the investor chooses to apply special investment procedures for the entire investment project.

In cases where special investment procedures are applied to part or phase of the investment project, the investor shall follow the corresponding procedures for adjusting the project as stipulated in Article 5 of this Decree. The adjusted Certificate of Investment Registration shall record the adjusted content of the investment project.

3. Investment projects that have been approved for environmental impact assessment reports, detailed planning, construction permits, and approvals, consents, permissions in the field of construction, fire prevention, firefighting before the effective date of Law No. 57/2024/QH14 shall continue to be implemented in accordance with the issued documents or permits.

Article 10. Provisions on implementation

1. This Decree takes effect from the date of issuance.

2. The ministers, heads of ministerial-level agencies, heads of government agencies, chairpersons of provincial people's committees under the central government shall be responsible for guiding and implementing this Decree within the scope of their functions and tasks.