[2025] Decree 19/2025/ND-CP: Ultimate Guide to Special Investment Procedures in Vietnam

1. Subjects of Application of Decree 19/2025/ND-CP

Decree 19/2025/ND-CP has a broad scope of application, encompassing the following subjects:

• Investors: All domestic and foreign investors interested in implementing investment projects under special procedures in Vietnam.
• Competent State Agencies: State management agencies at all levels related to receiving, thẩm định, and licensing special investment projects.
• Relevant Organizations and Individuals: Other organizations and individuals involved in special investment procedures, such as Industrial Park, Export Processing Zone, High-Tech Park, Economic Zone Management Boards, construction management agencies, environmental agencies, fire prevention and fighting agencies, etc.

2. Fields of Application of Special Investment Procedures

According to Clause 1, Article 36a of the Law on Investment, special investment procedures apply to investment projects in the following fields:

• Investment projects in high-tech parks that meet the criteria for high-tech projects.
• Investment projects in industrial parks, export processing zones, concentrated information technology parks, free trade zones, and economic zones that meet specific criteria as prescribed by law.

The operating objectives of investment projects applying special investment procedures under Decree 19/2025/ND-CP must fall within the fields specified above.

For investment projects in high-tech parks, they must fully meet the principles and criteria for projects implementing high-tech activities according to the Law on High Technology and detailed regulations of the Government on high-tech parks.

3. Procedures for Registration and Issuance of Investment Registration Certificate (IRC) under Decree 19/2025/ND-CP

1. Dossier for Registration and Issuance of IRC:

The dossier for registration and issuance of an Investment Registration Certificate under the special investment procedure is regulated in Clause 2, Article 36a of the Law on Investment and detailed in Clause 2, Article 3 of Decree 19/2025/ND-CP. This dossier includes the following main components:

• Document requesting project implementation: This document must clearly state the investor's commitment to comply with relevant conditions, standards, and technical regulations related to construction, environmental protection, and fire prevention and fighting in accordance with the law.
• Preliminary assessment of project suitability: Investors need to self-assess and present a preliminary assessment of the project's suitability with the committed conditions, standards, and technical regulations.
• Investor's commitment: The commitment document must clearly affirm that the investor commits to fully meeting the conditions, standards, and technical regulations mentioned, not engaging in prohibited acts, and being fully responsible if they do not properly implement the committed content.
• Legal documents of the investor: Documents proving the legal status of the investor (depending on whether the investor is an individual or an organization).
• Investment project proposal: Including detailed information about the project's objectives, scale, location, investment capital, implementation schedule, land use needs, technology solutions, environmental protection solutions, etc.
• Document confirming investor status (if any): In some specific cases as prescribed by law.
• Other documents (if any): Depending on the type of project and specific requirements of the management agency.

2. Procedures for submitting and processing dossiers:

• Submitting Dossier: Investors submit 01 set of dossiers for registration and issuance of an Investment Registration Certificate as prescribed to the Management Board of industrial parks, export processing zones, high-tech parks, economic zones (collectively referred to as the Management Board).
• Appraisal and Licensing: The Management Board is responsible for reviewing, evaluating the dossier, and issuing the Investment Registration Certificate as prescribed in Clause 4, Article 36a of the Law on Investment. The licensing time is shortened to the maximum extent as prescribed by the law on investment.
• Notification to State Management Agencies: The Investment Registration Certificate, along with the investor's commitments, will be sent concurrently by the Management Board to the competent state management agencies on construction order management, environmental protection, fire prevention and fighting in the locality for coordination in management and supervision.

4. Assessment of Project Conformity with Planning

The assessment of project conformity with planning as regulated in Point b, Clause 3, Article 36a of the Law on Investment is carried out in the following steps:

• Sub-area planning: Prioritize assessing the project's conformity with the sub-area planning of industrial parks, export processing zones, high-tech parks, concentrated information technology parks, and free trade zones (if any).
• General planning (if there is no sub-area planning or sub-area planning needs adjustment): In cases where the project area does not fall under sub-area planning, or sub-area planning needs adjustment and has not been approved, assess the project's conformity with the general planning of the city, town, township, new urban area, district, or commune approved by the competent authority. However, there are some exceptions regulated in Point c, Clause 4, Article 3 of Decree 19/2025/ND-CP.
• Economic Zones: For projects implemented in functional zones within economic zones, assess the project's conformity with the general planning of the economic zone or the general planning of the city, town approved, except for the exceptions in Point c, Clause 4, Article 3 of Decree 19/2025/ND-CP.
• Areas with Effective Sub-area Planning: For industrial parks, export processing zones, high-tech parks, concentrated information technology parks, free trade zones, and functional zones in economic zones with effective sub-area planning according to the Law on Urban and Rural Planning, the assessment of project conformity will be based on this sub-area planning.
• Projects Requesting Land Lease/Land Use Purpose Change: For these projects, it is necessary to further assess the ability to meet the conditions for land lease, land use purpose change as prescribed by land law, as well as the conformity of land use needs with the project's objectives, scale, investment capital, location, and implementation schedule.

5. Contents of Investment Registration Certificate

The Investment Registration Certificate issued under the special procedure must comply with the regulations on content in Article 40 of the Law on Investment. In particular, the IRC must include the investor's commitments to comply with conditions, standards, and technical regulations related to construction, environment, and fire prevention and fighting.

Note on Economic Organizations with Foreign Investment Capital:

Economic organizations established by foreign investors as regulated in Clause 5, Article 36a of the Law on Investment must register investment business lines that are consistent with the fields prioritized for special procedures (Clause 1, Article 36a of the Law on Investment). Adjustments to the enterprise registration content to add other business lines can only be made after obtaining the Investment Registration Certificate as prescribed in Clause 3, Article 3 of Decree 19/2025/ND-CP.

6. Procedures for Ensuring Project Implementation

Ensuring project implementation under the special investment procedure is carried out according to the regulations in Article 43 of the Law on Investment, Articles 25, 26 of Decree No. 31/2021/ND-CP, and specific guidelines in Decree 19/2025/ND-CP.

• Forms of Guarantee: Investors can choose the form of deposit or submit a guarantee commitment from a credit institution on the deposit obligation.
• Time of Guarantee Implementation: The timing of deposit or submission of deposit guarantee commitment depends on each specific case, such as after obtaining the IRC and before implementing the compensation, support, and resettlement plan (if not advancing compensation money), or before the decision on land lease, land use purpose change (if compensation money has been advanced), or within 30 days from the date of IRC issuance (if the project land has been compensated, supported, resettled, and land recovered by the State).

7. Refund of Project Implementation Guarantee Obligation:

• Refund 50% of deposit/reduction of 50% guarantee: When the investor sends a construction commencement notice to the Management Board with documents as per Clause 8, Article 36a of the Law on Investment.
• Refund of Remaining 50%/Termination of Guarantee: When the investor sends the Management Board the construction completion acceptance record to put the project into operation and use. Investors will also be refunded the interest accrued from the deposited money (if any).

8. Adjustment of Investment Projects

• Adjustment of Operating Objectives: Adjustments to the project's operating objectives must comply with the corresponding regulations in Article 3 of Decree 19/2025/ND-CP. The adjustment dossier must include a document requesting project adjustment, explanations/documents related to the adjustment of operating objectives, and a project implementation status report up to the time of adjustment. In particular, the document requesting adjustment must include a commitment to meet the conditions, standards, and regulations on construction, environment, and fire prevention and fighting.
• Other Adjustment Cases: For project adjustments not related to operating objectives, the adjustment procedures will be carried out according to the general regulations of the Law on Investment and Decree No. 31/2021/ND-CP, but the adjustment dossier still needs to include a commitment to meet the conditions, standards, and regulations on construction, environment, and fire prevention and fighting.
• Objectives After Adjustment: The objectives of the investment project after adjustment must still fall within the priority fields regulated in Clause 1, Article 36a of the Law on Investment.

9. Construction Commencement Notice

For investment projects with construction components, investors are responsible for notifying construction commencement to the competent state agency for construction order management in the locality and the Management Board, at least 30 days before construction commencement, as regulated in Clause 8, Article 36a of the Law on Investment.

The Economic - Technical Investment Construction Report needs to be prepared for the entire investment project or each component project/phase, but must ensure consistency with the Investment Registration Certificate issued.

Project Implementation and Investor Responsibilities

Investors are responsible for implementing the project in accordance with the Investment Registration Certificate and the commitments on construction, environmental protection, and fire prevention and fighting. Investors bear full responsibility for not properly implementing their commitments.

In case the project does not meet the committed conditions, standards, and technical regulations, the competent state agency will consider imposing administrative penalties, suspending operation, terminating project operation, or applying other forms of handling as prescribed by law.

10. Environmental Impact Assessment and Environmental Registration

• Environmental Impact Assessment (EIA): Investment projects subject to EIA according to the Law on Environmental Protection, when registering investment under Article 36a of the Law on Investment, will not be required to prepare an environmental impact assessment report. This is a significant administrative procedure incentive.
• Environmental Registration: For projects subject to environmental registration, investors still have to perform environmental registration as prescribed in Point b, Clause 6, Article 49 of the Law on Environmental Protection.

Project Supervision and Evaluation

• Self-Supervision and Evaluation: Investors are responsible for self-organizing the supervision and evaluation of their investment projects.
• Supervision and Evaluation by State Agencies: The Management Board, state management agencies on investment, and specialized state management agencies will perform supervision and evaluation of investment projects within their functions, tasks, and powers.
• Responsibilities of the Management Board:
  • Notify Arising Issues: The Management Board is responsible for notifying investors in writing about issues arising before and during project implementation.
  • Resolve Issues: The Management Board is responsible for resolving issues within its competence, or notifying competent state agencies for timely resolution.
  • Inspect and Supervise Commitments: The Management Board coordinates with competent state agencies or acts under authorization to inspect, supervise, and evaluate the investor's implementation of commitments on construction, environmental protection, technology transfer, fire prevention and fighting as prescribed by law.

11. Effectiveness

Decree 19/2025/ND-CP takes effect from the date of signing.

 

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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