A construction contract signed in Vietnam before 1 July 2026 may now sit awkwardly beside the rules that govern new deals, and the gap usually shows up only when a payment is late or a price moves. Decree 210 construction contracts rules (Nghị định 210/2026/NĐ-CP, “Decree 210”) replaced the earlier implementing framework from that date, and they change what an owner, lender or contractor can safely assume about advances, claims, suspension and dispute boards.
This article explains what the decree does, where its hard numbers apply, and which clauses in your contract deserve a second look, whether the asset is an expressway package, a factory or a resort complex.
What the Decree 210 construction contracts regime is
Decree 210 was issued on 15 June 2026 and took effect on 1 July 2026. It implements the contract chapters of the Law on Construction No. 135/2025/QH15 (the “Construction Law”), which was passed on 10 December 2025 and became effective on the same day. Decree 210 replaces Decree 50/2021/NĐ-CP, the instrument that had consolidated the earlier Decree 37/2015/NĐ-CP.
The decree is organised in three chapters and 34 articles. Chapter II holds the substance: classification and content of contracts (Articles 6 to 11), advances and security (Articles 12 and 13), the parties’ duties and risk (Articles 14 to 21), amendments (Articles 22 to 25), suspension and termination (Articles 26 and 27), and payment, final account and liquidation (Articles 28 to 31). Transitional rules sit in Article 33.
For a foreign investor the practical point is that one instrument now covers the whole life of the contract, from the documents that form the contract to its liquidation. An official government summary of Decree 210 is available in Vietnamese. It is the first place a Vietnamese court, arbitral tribunal or state-owned employer will look when your own contract is silent.
How the Vietnam Construction Law 2025 fits with the Decree 210 construction contracts rules
The Construction Law sets the principles (its 2025 text is published online in Vietnamese) and Decree 210 supplies the detail. Several provisions of the Construction Law matter directly to contract drafting:
- Article 13 defines force majeure and “fundamental change of circumstances” for construction activity.
- Article 83 allows security for performance and payment.
- Article 84 governs amendments, which must be in writing.
- Article 85 governs suspension and termination.
- Article 86 deals with rewards, penalties, compensation and dispute methods.
- Article 87 deals with payment, final account and liquidation, including the rule that the payment currency is Vietnamese dong unless foreign-exchange law permits otherwise.
Decree 210 also cross-refers to other instruments that this article does not analyse. Decree 207/2026 (quality, construction and maintenance) and Decree 220/2026 (insurance) are named in the decree for warranty and insurance questions; check their texts directly before relying on any figure from them.
The scope rule that changes how you read every number
The most common misreading of the Decree 210 construction contracts rules is to treat their figures as universal. They are not. Many of the decree’s mandatory figures apply only to public investment projects and PPP projects. For contracts funded with private capital, the decree generally leaves the number or period to the parties’ agreement.
| Topic | Public investment and PPP projects | Private-capital projects |
|---|---|---|
| Advance payment (Art. 12) | Cap of 30% of contract price unless the investment decision-maker permits more; minimum percentages by contract type; guarantee for advances above VND 1 billion | Amount, instalments, security and recovery agreed by the parties |
| Payment period (Art. 28) | Maximum 14 working days after a complete, valid payment dossier | As agreed |
| Reply to a request or claim (Arts. 4, 21, 22) | Written reply within a maximum of 7 working days | As agreed |
| Suspension for late payment (Art. 26) | Contractor may suspend after payment is more than 28 days overdue, unless agreed otherwise | As agreed, within the Construction Law |
| Serious breach periods (Art. 27) | 56 consecutive days of non-performance or non-payment | 56 days applies as the default unless the parties agree otherwise |
| Final account (Art. 30) | Maximum 60 days, or 120 days for large or complex contracts | Agreed period |
| Liquidation (Art. 31) | Maximum 45 days, or 90 days for large or complex contracts | Agreed period |
| Penalty cap (Construction Law Art. 86) | 12% of the value of the breached part of the contract | Agreed by the parties |
The 56-day grounds in Article 27 are drafted as default examples of serious breach, “unless otherwise agreed”, and are not limited to public work. Even so, a private contract should state its own periods rather than rely on the default.
Unsure which of these rules reaches your project? IVLF Advisors offers a confidential preliminary review of your construction contract against the new framework, under NDA, with no obligation.
Contract classification and price: the decree’s starting point
Article 6 classifies contracts three ways: by nature of work (consultancy, construction, supply of materials and equipment, EP, EC, PC, EPC, turnkey and others), by price form, and by the relationship between parties (main contract, subcontract, internal assignment, contracts with a foreign element).
The price form matters most commercially. A lump-sum price does not change except for force majeure, fundamental change of circumstances, change of scope, or agreement. A fixed unit-price contract does not change except in the cases the decree allows under Article 24 and for force majeure or fundamental change of circumstances.
Article 11 then links price form to project conditions. Lump sum is intended where quantities and unit prices can be determined with few changes and little price risk, or where scope is not yet fully clear but the parties can manage the risk; the decree names EC, EP, EPC and turnkey as examples of the latter. Adjustable unit price, cost-plus, time-based and output-based forms each have their own stated use.
The lesson for owners is that the label on the price clause is not decorative. It determines which quantity and price movements are the contractor’s risk, and therefore which claims will be arguable.
Advance payment and security
Article 12 provides that advances are interest-free, and that amount, instalments, timing, guarantee and recovery are for the parties to agree. The extra mandatory layer for public and PPP contracts is covered in our guide to advance payment in Vietnamese construction contracts.
Article 13 follows the Construction Law on security. For public and PPP contracts it names performance security, payment security, advance guarantee and warranty security, sets a performance security range of 2% to 10% of contract price (higher only as the bidding law permits), and states when security may be retained. For private contracts the parties decide, though the Construction Law allows either side to ask for security, and a contractor may ask the employer to prove financial capacity or give payment security (except on public investment contracts).
Risk, amendments and claims
Article 18 requires the contract to allocate foreseeable risks (price movements, site conditions, plant availability, quantities) and to provide a procedure for unforeseeable events. For force majeure and fundamental change of circumstances it points back to Article 13 of the Construction Law and asks the contract to set out written notice, impact assessment and proposed responses: amendment, suspension, termination, payment or liquidation.
Paragraph 3 of Article 18 addresses abnormal price movements beyond reasonable forecast that cause serious loss. The parties are directed to compare the position at signing with the present, weigh the loss each side would suffer by continuing or ending the contract, and share the risk, using the amendment procedures in Articles 22 to 25. Our article on risk allocation in an EPC contract in Vietnam shows how this interacts with lump-sum pricing.
Article 21 gives a party the right to submit a claim; on public and PPP contracts the other side must reply in writing within 7 working days, giving reasons if it refuses.
Construction contract amendment mechanics under Articles 22 to 25
- Writing is mandatory. Under the Construction Law an amendment must be in writing and made while the contract is in force.
- Quantities (Art. 23). On public and PPP contracts, a lump sum may be adjusted for reasonable additional scope or for force majeure or fundamental change; reasonable new quantities should have a price or pricing principle agreed before the work starts.
- Prices (Art. 24). On public and PPP contracts, where actual quantity differs from the contract by more than 20% and the change moves contract value by over 0.25% and the unit price of that item by over 1%, a new unit price is agreed; changes up to 20% stay at contract rates.
- Time (Art. 25). Where an extension would exceed the approved project duration on a public or PPP project, the investor must first obtain the investment decision-maker’s decision.
Suspension, termination, payment and final account
The Construction Law lists the general grounds for suspension: serious breach, force majeure, an order from a competent authority, or a change in law directly affecting the contract. On public and PPP contracts, Article 26 adds that the contractor may suspend if payment is more than 28 days overdue, and that either party may suspend if the other fails to provide required security.
The suspending party must give written notice stating reasons; the notice period is set in the contract and, on those contracts, may not exceed 28 days except for force majeure. Suspension without a proper basis exposes the suspender to compensation.
Article 27 repeats the Construction Law’s termination grounds and lists serious breaches, including assignment without consent, an extended stoppage of 56 consecutive days, and non-payment 56 days after the due date. Termination notice is 28 days unless otherwise agreed. Liquidation after termination should be completed within 56 days of notice unless the parties agree otherwise.
Article 28 sets out payment mechanics by price form. On public and PPP contracts, lump-sum payment is by percentage milestones and the employer may not demand detailed confirmation of completed quantities, other than for work outside the scope. Late payment carries interest at the agreed rate or, failing agreement, at the overdue lending rate of the contractor’s bank. Foreign-currency payment must comply with foreign-exchange law.
Articles 30 and 31 govern the final account dossier and liquidation, including the right of one party to proceed unilaterally if the other does not cooperate, as the Construction Law provides.
Dispute boards and arbitration under Decree 210
Article 17 respects the parties’ choice of dispute method and gives express support to a dispute adjudication board, referred to in Vietnamese as a dispute-handling board and modelled on international practice. The contract should specify when the board is formed (at signing, standing, or after a dispute arises), how many members, their qualifications, whether its decisions or recommendations bind, what happens if a party objects, and how costs are shared (equally unless agreed otherwise).
Work must continue on the unaffected parts during a dispute, except in cases of force majeure, an order from a competent authority, or lawful suspension. For public and PPP projects, the Construction Law states a preference for Vietnamese arbitration institutions; international institutions or a board on international practice require either treaty basis or the approval of the investment decision-maker plus contractual agreement.
Transition: which rules govern your contract today
Article 33 of Decree 210 deals with the move from the old framework. Lenders and investors should map each live contract to one of the situations below before assuming that the Decree 210 construction contracts regime applies to it.
| Situation | Position under Article 33 |
|---|---|
| Public or PPP contract signed and being performed before 1 July 2026 | Earlier rules continue, subject to the exception in Article 95(7) of the Construction Law |
| Public or PPP tender documents approved but not issued | Review for consistency with Decree 210 |
| Public or PPP tender documents already issued | If changed, notify all bidders so they can amend their bids |
| Public or PPP bid closed | Tender documents need not change; parties may agree to apply Decree 210 when finalising the contract, otherwise tender documents prevail |
| Other (private) contracts signed and in performance | Parties consider agreeing to apply Decree 210; failing agreement, rules at signing apply |
The practical consequence for any construction contract Vietnam investors hold is that a private owner and contractor can opt in to the new rules by a short written amendment, which is worth considering where the new advance, claim or dispute-board provisions are more suitable than the original clauses.
A review checklist for your contract
Before the next payment cycle or claim, check the following against the Decree 210 construction contracts framework:
- Is the price form correctly described, and do the adjustment clauses match it?
- Are advance, security and recovery terms consistent with Articles 12 and 13 (for public and PPP) or clearly agreed (for private)?
- Does the notice and claim procedure give both sides workable deadlines in writing?
- Do suspension and termination clauses state notice periods and the 56-day default consistently?
- Is the payment currency clause compatible with the dong rule and foreign-exchange law?
- Does the dispute clause define the board, its powers and the seat?
How Decree 210 construction contracts apply across project types: infrastructure, industry, energy and real estate
The first question on any project is which side of the scope rule it falls on. Decree 210’s hard numbers bind public investment and PPP projects; everything else follows the parties’ agreement and the Construction Law. Classification turns on the funding source and ownership structure of each project.
Infrastructure and transport
Expressways, ports, urban rail, airport terminals and the planned North–South high-speed railway (about 1,541 km between Hanoi and Ho Chi Minh City, through 15 provinces and cities, with a design speed of 350 km/h according to press reports of 9 October 2026) are often State- or SOE-owned or PPP-structured.
Where public funds or a PPP agreement are involved, the decree’s mandatory numbers on advances, payment periods and amendments often apply. Phase 1 of the Long Thành International Airport passenger terminal began construction on 31 August 2023, and commercial operation of phase 1 is expected from 24 December 2026 according to press reports; contracts of that vintage raise the transition question discussed above.
Heavy industry and FDI factories
Steel, petrochemical and cement plants and factories in industrial parks are usually privately financed. Party agreement governs, so the decree works as a benchmark and a default rather than a ceiling. Lenders typically want the contract to mirror the decree’s logic on notices and amendments even where it is not mandatory.
Renewable energy and power
For a solar farm, onshore or offshore wind project, grid works or an LNG gas-to-power plant, the answer depends on ownership and on the power purchase structure. Energy-regulatory requirements sit on top of the construction contract, and pricing risk interacts with the offtake terms. Treat classification as fact-specific.
Real estate: resorts, hotels, urban areas and mixed-use schemes
Resorts, hotels, urban areas (khu đô thị) and mixed-use complexes combining retail, hospitality and housing normally follow party agreement within the Construction Law. Land and real-estate-business law runs alongside, and phasing by plot or tower makes amendment mechanics important.
| Sector | Typical contract or risk feature | What to check under Decree 210 |
|---|---|---|
| Expressway, rail, airport terminal | Public funds or PPP; multiple packages; long programmes | Whether mandatory numbers apply; transition rules for pre-July 2026 contracts |
| Factory, steel, petrochemical | Private EPC or design-build; tight start-up dates | Contract type, amendment procedure, dispute clause |
| Solar, wind, LNG power | EPC tied to offtake and grid connection | Alignment of delay and change clauses with offtake terms |
| Resort, hotel, urban area, mixed-use | Phased works; fit-out and design changes | Variation and final-account mechanics per phase |
A hypothetical example: a lender to a private resort complex asks the sponsor to adopt the decree’s amendment procedure voluntarily, because the lender wants a clear written route for variations.
Conclusion
The Decree 210 construction contracts regime turns many previously negotiated points into default rules, and on public and PPP work into mandatory ones. The safest step is a short gap review of live contracts, focused on advances, notice periods, amendment procedure and the dispute clause, followed by a written amendment where the parties agree to adopt the new rules.
Frequently Asked Questions
Does Decree 210 apply to private projects?
Yes, as the general framework, but its fixed numbers on advances, payment periods and replies bind only public investment and PPP contracts. Private parties largely agree these terms themselves.
What did Decree 210 replace?
It replaced Decree 50/2021/NĐ-CP, which had consolidated Decree 37/2015/NĐ-CP, and took effect on 1 July 2026 alongside the new Construction Law.
Do old contracts have to be amended?
Public and PPP contracts already in performance before 1 July 2026 continue under earlier rules. Other contracts may adopt Decree 210 by agreement; otherwise the rules at signing apply.
Can a FIDIC-based contract still be used?
Parties may use international forms, but Vietnamese mandatory rules still apply, including payment currency and, for public work, the arbitration preference. Particular Conditions should be reconciled with the decree.
Is a dispute adjudication board mandatory?
No. Article 17 allows the parties to choose their method, and sets out what a board clause should address if they adopt one.
Disclaimer: This article provides general information on Vietnamese law as at 22 October 2026 and is not legal advice for any specific matter. Provisions of Decrees 207/2026 and 220/2026 and other instruments mentioned were not analysed here.
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