THE PROCEDURE FOR INSURANCE OF INVESTMENT REGISTRATION CERTIFICATE INVESTMENT OF PROJECTS NOT SUBJECT TO APPROVAL FOR THEIR INVESTMENT GUIDELINES

1. Legal Basis?

- Law on Investment No. 61/2020/QH14 dated June 17, 2020;

- Law No. 03/2022/QH15 dated January 11, 2022, on amendments to certain articles of the Law on Public Investment, the Law on Public-Private Partnership Investment, the Law on Investment, the Law on Housing, the Law on Procurement, the Law on Electricity, the Law on Enterprises, the Law on Special Excise Duties and the Law on Civil Judgment Enforcement;

- Law No. 57/2024/QH15 dated November 29, 2024, amendments to Law on Planning, Law on Investment, Law on Public-Private Partnership Investment, and Law on Bidding;

- Law No. 90/2025/QH15 dated June 25, 2025, Amending and Supplementing a Number of Articles of the Bidding Law, the Law on Investment in the Form of Public-Private Partnership, the Customs Law, the Law on Value-Added Tax, the Law on Import Duty and Export Duty, the Law on Investment, the Law on Public Investment, and the Law on Management and Use of Public Property;

- Decree No. 31/2021/ND-CP dated March 26, 2021, detailing and guiding the implementation of a number of articles of the Law on Investment;

- Decree No. 239/2025/ND-CP dated September, 03, 2025, Amending and supplementing a number of articles of the Government’s Decree No. 31/2021/ND-CP dated March 26, 2021 detailing and guiding the implementation of a number of articles of the Law on Investment;

- Circular No. 03/2021/TT-BKHDT dated April 9, 2021, prescribing the forms and reports related to investment activities in Vietnam, offshore investment and investment promotion activities;

- Circular No. 25/2023/TT-BKHDT dated December 31, 2023, Amending and supplementing a number of articles of Circular No. 03/2021/TT-BKHĐT dated April 9, 2021,  of the Minister of Planning and Investment prescribing the forms and reports related to investment activities in Vietnam, offshore investment and investment promotion activities.

2. What is investment project?

According to Clause 4, Article 3 of the Law on Investment 2020, Investment project means a collection of proposals for the expenditure of mid-term or long-term capital to carry out investment activities in a particular administrative division over a certain period of time.

3. Which investment projects not subject to approval for their investment guidelines?

Pursuant to Articles 30, 31, and 32 of the Law on Investment 2020, an investment project is not subject to approval for their investment guidelines if it does not fall under any of the following cases:

- Investment projects that exert great effects or potentially serious effects on the environment, including: Projects that require repurposing of land of special-use forests, headwater protection forests or border protection forest of at least 50 hectares; of sand-fixing and windbreak coastal forests or protection forests for wave prevention of at least 500 hectares; of production forests of at least 1,000 hectares

- Investment projects that require repurposing of land meant for wet rice cultivation during with 02 or more crops of at least 500 hectares;

- Investment projects that require relocation of 20,000 people or more in mountainous areas or 50,000 people or more in other areas;

- Investment projects that require application of a special mechanism or policy that needs to be decided by the National Assembly;

- Investment projects regardless of capital sources in any one of the following cases:

+ Investment projects which involve betting and casino services, excluding business in prize-winning electronic games for foreigners;

+ Investment project that complies with the provisions of the law on cultural heritage, regardless of land area or population size, and is located within the Protection Zone I of a relic site that has been recognized by a competent authority as a special national relic and included in the World Heritage List;

+ Nuclear power plants;

- Foreign investors’ investment projects in the following fields: provision of telecommunications services with network infrastructure; afforestation; publication, press;

- Other investment projects subject to approval for their investment guidelines or subject to investment decision by the Prime Minister as prescribed by law;

- Investment projects that request the State to allocate or lease out land without auction or bidding for or receipt of land use rights, and investment projects that request permission to repurpose land, except for cases of allocation, lease or permission for repurposing of land of households or individuals not subject to the written approval by the provincial People's Committee in accordance with regulations of law on land;

- Investment projects for housing construction (for sale, lease, or lease purchase) and urban area projects, regardless of land use scale or population size;

- Investment projects that comply with the provisions of the law on cultural heritage, regardless of land area or population size, located within the Protection Zones I and II of relic sites recognized by competent authorities as national or special national relics, except for Protection Zone I of special national relics included in the World Heritage List; investment projects, regardless of land area or population size, located in areas with restricted development or historic inner-city areas (as defined in urban planning) of special-class urban centers.

- Projects on investment in golf course construction and business;

 - Investment projects of foreign investors and foreign-invested business organizations executed on islands or in border or coastal communes; in other areas affecting national defense and security;

- Investment projects for the construction and business operation of infrastructure in industrial zones, export processing zones, and concentrated information technology zones;

- Investment projects for new construction of ports or port areas within special seaports or Class I seaports;

- Investment projects requiring resettlement of 10,000 people or more in mountainous areas or 20,000 people or more in other regions;

- Investment projects for new construction of airports or airfields; runways of airports or airfields; international passenger terminals; or cargo terminals of airports/airfields with a capacity of 1 million tons per year or more;

- New investment projects for business operations in air passenger transportation;

- Investment projects for petroleum processing.

4. Application for issuance of the Investment Registration Certificate for projects not subject to approval for their investment guidelines?

Pursuant to Clause 1, Article 31 and Clauses 1 and 2, Article 36 of Decree No. 31/2021/NĐ-CP, and Clauses 8 and 12, Article 1 of Decree No. 239/2025/NĐ-CP,the application dossier for the issuance of an Investment Registration Certificate for projects not subject to approval for their investment guidelines includes the following documents:

- Application for investment project execution (Template A.I.1 as specified in Appendix A attached to the Circular No. 25/2023/TT-BKHDT);

- Documents on the legal status of the investor:

+ Personal identification number of a Vietnamese citizen or valid copies of one of the following documents: unexpired ID card, passport, other identify documents of the individual;

+ Valid copies of the following documents: Certificate of Enterprise Registration, Certificate of Establishment, Establishment Decision or other documents with equal legal value of the organization.

- Documents evidencing the investor’s financial capacity, comprising at least one of the following:

+ Investor’s financial statements for the 02 most recent years;

+ Commitment of financial support from the parent company;

+ Commitment of financial support from a financial institution;

+ Guarantee of the investor’s financial capacity;

+ Other documents evidencing the investor’s financial capacity.

- Investment project proposal (Template A.I.4 as specified in Appendix A attached to the Circular No. 03/2021/TT-BKHDT);

Where the law on construction prescribes the preparation of a pre-feasibility study report, the investor may submit the pre-feasibility study report in lieu of the investment project proposal.

- A copy of documents on land use rights or other documents determining the right to use the location for implementation of the investment project;

- Explanatory contents on the technology used in the investment project for projects subject to appraisal and consultation on technology in accordance with the law on technology transfer;

- A BCC contract for investment projects implemented in the form of a BCC contract;

- Other documents related to the investment project and requirements on the investor’s conditions and capacity as prescribed by law (if any).

• Notes:

If the investment project has commenced, the investor shall submit the above-mentioned application, in which the investment project proposal is replaced with a report on project execution from the date of commencement to the date of the application for issuance of the investment registration certificate (Template A.I.12 as specified in Appendix A attached to the Circular No. 03/2021/TT-BKHDT).

5. Procedure for insurance of Investment Registration Certificate of projects not subject to approval for their investment guidelines?

•  Procedure: The investor shall submit one set of application for issuance of the Investment Registration Certificate to the investment registration authority.
•  Investment registration authority:

- Departments of Finance shall handle the investment projects located outside industrial parks, export-processing zones, hi-tech zones and economic zones, except for special cases specifically provided below.

- Management boards of industrial parks, export-processing zones, hi-tech zones and economic zone shall handle investment projects within industrial zones, export processing zones, high-tech zones, and economic zones, except for special cases specifically provided below.

- The investment registration authority of the administrative division where the investor executes the investment project, places or intends to place the head office or operating office to execute the investment project shall issue, adjust and revoke investment registration certificates with respect to the following investment projects:

+ Investment projects that are executed in at least 02 provinces;

+ Investment projects that are executed both inside and outside industrial parks, export processing zones, hi-tech zones and economic zones;

+ Investment projects which are executed inside industrial parks, export processing zones, hi-tech zones or economic zones where the industrial park, export processing zone, hi-tech zone or economic zone management boards have not yet been established or which are not under the management of the industrial park, export processing zone, hi-tech zone or economic zone management boards

•  Processing time: 10 days from the date of receipt of a valid application

Mastering and correctly following the procedure for obtaining an Investment Registration Certificate not only helps investors save time and costs but also contributes to building a healthy and reliable investment environment. Every carefully prepared application and every regulation strictly complied with is like a small building block forming a transparent and sustainable economy. On this journey, understanding the law correctly is not only an obligation but also a way for each investor to assert their position and show respect for the market in which they place their trust.

 

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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