The moment a project is accepted and handed over decides who carries the risk of the works, when delay damages stop, when the warranty clock starts and when the final money falls due. Yet acceptance and handover construction Vietnam projects often run on two parallel tracks: a contractual certificate under a FIDIC-style contract, and Vietnamese statutory acceptance records signed by different people on different dates.
The issue arises on every type of project, from an expressway section or an airport terminal to a factory, a wind farm or a resort complex. This article explains how the two tracks fit together and where employers, lenders and contractors lose value when they do not.
Why acceptance and handover construction Vietnam projects need a single timeline
Acceptance and handover are not one event. A well-run project passes through several gates: acceptance of individual work items before the next stage is built over them, testing and commissioning, completion and handover to the owner, a warranty or defects period, and final settlement. Each gate has a legal consequence, and each is documented differently.
On a Vietnamese project governed by an international contract, there are usually two sets of documents. The first is contractual: tests, a taking-over certificate and a performance certificate. The second is statutory: acceptance records under Vietnamese construction and quality-management rules. The problem is not that they exist, but that their dates, signatories and scopes drift apart, and that payment, insurance and warranty clauses are tied to one while the regulator or lender relies on the other.
Vietnamese contract law on acceptance: Decree 210/2026, Article 9
Article 9 of Decree 210/2026/ND-CP, which replaced Decree 50/2021 and has applied since 1 July 2026, deals with quality, acceptance and handover in construction contracts. Three features stand out.
Acceptance and handover construction Vietnam: the parties design the process
Under Article 9(2), the parties agree which works require acceptance, the basis for acceptance, the procedure and timing, the personnel involved, the forms to be used and the signatories. This is a drafting instruction: the Decree expects the contract to set out the acceptance mechanics, rather than leaving them to default rules. A contract that says only “works shall be accepted in accordance with law” leaves the practical questions open.
Advance notice and stage-gate acceptance
Where certain works must be accepted before moving to the next step, the contractor must give prior notice. This mirrors a standard hold-point regime: concealed works, foundations and embedded services cannot be built over until accepted. A contractor that proceeds without notice carries the risk of exposing and re-testing the work.
Defective work and who pays
Where work is defective, it is to be inspected, assessed and remedied; if it cannot be remedied it is to be removed or replaced. The party that caused the defect bears the full cost of remedy, replacement, testing and inspection, and of the effect on progress. In practice this makes the cause of the defect, and not just its existence, the commercial battleground. Records of instructions, approvals and test results decide who is responsible.
Article 9(1) also requires agreed quality standards, technical regulations and origin requirements to comply with the laws on quality management, construction and maintenance, and to satisfy the tender documents. Decree 207/2026 deals with quality and warranty matters, and Decree 220/2026 with insurance; we refer to them by name only.
Preparing for completion on a Vietnam project and want to align contractual certificates with statutory acceptance records, or facing a refusal to accept? IVLF Advisors can arrange a confidential preliminary review of your contract and completion documents under NDA. We cannot promise any particular result.
FIDIC 1999: tests, taking-over and performance
This section follows the FIDIC 1999 edition, as shown in the Silver Book text (with the Engineer replacing the Employer in the Red and Yellow Books). The 2017 second edition is not analysed here, and your Particular Conditions may change every period mentioned.
Tests on Completion (Clause 9)
Under Clause 9 the Contractor carries out Tests on Completion in sequence, unless otherwise stated: pre-commissioning, commissioning and trial operation, followed by any performance tests. Trial operation is not a taking-over. If the Employer unduly delays the tests, Sub-Clause 10.3 applies; if the Contractor unduly delays them, the Employer may require them to be carried out within 21 days and, failing that, proceed at the Contractor’s risk and cost.
If the works fail the tests and a retest, Sub-Clause 9.4 gives the Employer three options: order further repetition; reject the works if the failure deprives the Employer of substantially the whole benefit; or issue a Taking-Over Certificate with an appropriate reduction of the Contract Price. This is a decision point with major commercial consequences, so lenders should know who has authority to choose.
Taking-Over Certificate (Clause 10)
Under Sub-Clause 10.1 the works are taken over when they have been completed in accordance with the Contract, subject to minor outstanding work and defects that do not substantially affect their intended use, and a Taking-Over Certificate has been issued or is deemed to have been issued.
The Contractor may apply not earlier than 14 days before the works will, in its opinion, be complete and ready for taking over. Within 28 days of the application, the Employer (in the Red and Yellow Books, the Engineer) must either issue the certificate, stating the completion date and any minor outstanding work, or reject the application with reasons and specify the work required.
If the Employer neither issues the certificate nor rejects the application within 28 days, and the works are substantially in accordance with the Contract, the certificate is deemed issued on the last day of that period. This deemed mechanism is protective for contractors and a trap for employers who delay a response.
The certificate matters for four reasons:
- Care of the works. Under Sub-Clause 17.2, the Contractor is responsible for the care of the works until the certificate is issued or deemed issued, after which responsibility passes to the Employer.
- Delay damages. Under Sub-Clause 8.7, delay damages run up to the date stated in the Taking-Over Certificate.
- Defects period. The Defects Notification Period is calculated from the completion date certified under Clause 10.
- Use before certification. In the Silver Book text, parts of the works other than Sections are not to be taken over or used by the Employer unless the contract says so or both parties agree. In the Red Book text we reviewed (the MDB Harmonised Edition), use of a part before certification causes that part to be treated as taken over, with the Contractor released from responsibility for it.
Performance Certificate (Clause 11)
The Performance Certificate is issued within 28 days after the latest expiry of the Defects Notification Periods, or as soon as the Contractor has supplied the documents and completed and tested the works, including remedying defects. If it is not issued, it is deemed issued 28 days after it should have been.
The Silver Book states that only the Performance Certificate is deemed to constitute acceptance of the works, so taking-over is not an acceptance of defects. The Employer can also seek an extension of a Defects Notification Period where the works cannot be used because of a defect, capped at two years under Sub-Clause 11.3.
Side-by-side: FIDIC stages and Vietnamese stages
The table maps the FIDIC milestones onto the corresponding Vietnamese concepts. It is a practitioner comparison, not a statutory equivalence: the exact Vietnamese documents, authorities and filings depend on the project type and should be confirmed.
| Stage | FIDIC 1999 mechanism | Vietnamese contract-law mechanism | Practical point |
|---|---|---|---|
| Work item acceptance | Inspection and testing under the Contract | Agreed acceptance procedure with advance notice (Decree 210/2026, Art. 9(2)) | Align hold points with Vietnamese acceptance forms |
| Commissioning and testing | Tests on Completion (Clause 9) | Agreed testing and technical acceptance; quality rules apply | Agree who certifies results for both regimes |
| Completion and handover | Taking-Over Certificate (Sub-Clause 10.1) | Completion acceptance record, which for public and PPP contracts underpins the final account (Art. 30) | Reconcile dates and scope between the two |
| Warranty period | Defects Notification Period (Clause 11) | Warranty under the Construction Law (Art. 64) and the contract (Decree 210/2026, Art. 20) | Decide whether both clocks start on the same date |
| End of obligations | Performance Certificate (Sub-Clause 11.9) | Warranty security released after the warranty period and confirmation (Art. 13, public and PPP) | Tie bond release to a defined certificate |
For a detailed look at the warranty regime that follows completion, see our article on construction warranty and defects liability in Vietnam.
Completion time, sections and early use
Acceptance also fixes the end of the contractor’s time. Under Article 10(2) of Decree 210/2026, the period for performing the work runs from effectiveness or commencement until completion and acceptance, including any extension, and excludes the warranty period, author supervision and liquidation. For public investment contracts it is the performance time of the package under the procurement law. A late acceptance record therefore does not merely delay paperwork; it can extend the period that counts against the contractor, or conversely stop the clock when it is signed.
Many projects are handed over in phases. FIDIC allows a Taking-Over Certificate for a Section, with responsibility for care of that Section passing to the Employer when it is issued or deemed issued. Phased acceptance and handover construction Vietnam projects benefit from the same discipline on the Vietnamese side: define each Section’s scope, its tests, its signatories and its effect on warranty, insurance and security before the first Section completes.
Where the Employer wants early use of part of the works, agree in writing the scope, the conditions, any cost the Contractor will bear and the effect on delay damages. Informal early occupation is a frequent source of disputes about who was responsible for damage and when the defects clock began.
Handover and the money: warranty, final account and settlement
Handover triggers the financial endgame. Article 64 of the Construction Law provides that the construction contractor warrants the works and the equipment supplier warrants equipment, with the warranty covering remedy, repair and replacement of defective items; the warranty period depends on the type and grade of the works, manufacturer requirements and the contract. Article 20 of Decree 210/2026 allows the parties to agree conditions, duration and security, and lets the employer use the warranty security to hire others if the contractor fails to remedy.
For public investment and PPP projects only, Article 30 of Decree 210/2026 sets the final account at a maximum of 60 days from completion and acceptance of all work (120 days for large or complex contracts), and Article 31 sets liquidation at a maximum of 45 days from completion of all obligations (90 days for large or complex contracts).
The final account file includes the acceptance record for completion of all work, including additional work, and as-built documents. Private projects follow the parties’ agreement. Our article on payment and final account in Vietnamese construction contracts explains these steps and the related payment rules.
The link between handover documents and money is direct: an unsigned acceptance record can block the final account; a poorly drafted taking-over clause can delay release of retention; and an unaligned warranty start date can leave the owner without cover or the contractor with an open-ended exposure.
Common failure points and how to avoid them
- Handing over without a certificate. The owner starts using the facility before any taking-over document exists. Care of the works, warranty start and delay damages then become arguable. Record agreed early use in writing.
- Conflicting signatories. The FIDIC certificate is signed by the Engineer but the Vietnamese acceptance record by the supervision consultant. State who signs what.
- Ignoring the 28-day periods. An employer that fails to respond to an application may find the certificate deemed issued; a contractor that applies too early may find the application rejected.
- Treating minor outstanding work as a reason to refuse. FIDIC allows a certificate where only minor work and defects remain that do not substantially affect intended use; refusing outright can expose the employer to claims.
- Mismatched retention and bond release. Performance security, warranty bond and retention should release against defined certificates, not elapsed time alone.
- Missing documents. As-built drawings, test records and operation manuals are conditions of a clean handover and of the final account.
Checklist for lenders and employers on acceptance and handover construction Vietnam projects
- Confirm that all tests required by the contract and by Vietnamese rules have been passed and recorded.
- Check that the outstanding-works list is signed, priced and tied to retention.
- Confirm that insurance responsibilities transfer as intended on the certificate date.
- Verify that the warranty security is in place and its validity matches the warranty period.
- Reconcile the contractual certificate with the statutory acceptance record, including dates and scope.
- Check that any regulatory approvals needed to operate the facility are obtained and not assumed to follow from the certificate.
Contractors should run the same list in reverse: ensure that applications are made in time, that records support the date claimed, and that no unreasonable conditions are attached to the certificate.
How acceptance and handover construction Vietnam rules apply across project types: infrastructure, industry, energy and real estate
The legal framework above is the same for every asset, but the commercial meaning of acceptance and handover construction Vietnam differs sharply by sector. What changes is who needs the certificate, and what they will do with it.
Infrastructure and transport: expressways, high-speed rail and airport terminals
Expressways, railways and airport terminals are often public-investment or PPP projects, although classification depends on the funding source of each project. Where that is so, the Decree 210/2026 numbers discussed above apply; on privately financed assets they do not apply automatically.
A very long linear project is handed over in sections. The North–South high-speed railway, reported at about 1,541 km between Hanoi and Ho Chi Minh City across 15 provinces and cities, with a design speed of 350 km/h, is the obvious example. For a project of that kind, section-by-section taking-over, rules on early use of completed stretches, and integrated testing of track, systems and stations matter more than one completion date.
Airport terminals show the same point. Construction of the phase 1 passenger terminal at Long Thành International Airport started on 31 August 2023, and press reports expect commercial operation of phase 1 from 24 December 2026 (an expectation, not a confirmed date). A terminal cannot open on a building certificate alone: baggage, fire, security and airside systems must be tested together, and sector regulators and the operator will have their own readiness requirements. Tests on Completion should therefore be drafted around operational readiness.
Factories, steel, petrochemical and power: performance is the handover event
For a steel plant, petrochemical unit, cement line or an FDI factory in an industrial park, the commercially decisive moment is proof of capacity, throughput, energy use and emissions. Tests on Completion and any performance guarantees will matter more than the physical completion record.
Energy assets add a second timeline. A solar farm, onshore or offshore wind project, grid connection or LNG-to-power plant must usually satisfy the offtaker and grid operator as well as the employer, and the commercial operation date under a power purchase or connection arrangement may not match the Taking-Over Certificate. Whether public-sector rules apply depends on ownership and the PPA structure, and is fact-specific. Align the two dates, or the project can carry delay damages on one side and no revenue on the other.
Hotels, resorts, urban areas and mixed-use complexes
Resorts, hotels, urban areas and mixed-use complexes (retail, resort and residential in one scheme) are private projects, so the contract is the main source of rights. Handover is usually phased: public areas, hotel fit-out, then residential blocks for onward handover to buyers. Define snagging lists and FF&E responsibility in the contract. Defects found when units are handed to buyers feed straight back into warranty claims, and the law on real estate business and housing may add its own handover requirements.
| Sector | Typical contract or risk feature | What to check on this topic |
|---|---|---|
| Expressway, rail, airport terminal | Sectional completion; public or PPP classification depends on funding; systems integration | Section definitions, early-use rules, operational readiness tests, link to final account |
| Steel, petrochemical, cement, FDI factory | Performance and capacity guarantees under a private contract | Test protocols, who certifies results, remedy period for failed tests |
| Solar, wind, grid, LNG-to-power | Offtaker and grid sign-off alongside the Taking-Over Certificate | Alignment of commercial operation date with taking-over; lender requirements |
| Hotel, resort, urban area, mixed-use | Phased handover and onward handover to buyers or operator | Snagging list, FF&E, sectional certificates, warranty trigger dates |
Conclusion
Acceptance and handover construction Vietnam projects work best when the contract designs the whole sequence: hold points, tests, a certificate, a warranty and a settlement, each with a named signatory and a deadline. FIDIC gives a clear structure for time and risk transfer; Decree 210/2026 expects the parties to specify the acceptance mechanics; and public or PPP projects add statutory limits on settlement. A practical next step is to prepare a one-page completion matrix for each live project, listing every certificate and record, its signatory, its date and the money it releases.
Frequently Asked Questions
What is the difference between taking-over and final acceptance under FIDIC?
The Taking-Over Certificate transfers care of the works and starts the defects period. In the Silver Book text, only the Performance Certificate constitutes acceptance of the works, after defects are remedied.
Can a Taking-Over Certificate be issued automatically?
Yes. If the Employer neither issues nor rejects the application within 28 days, and the works are substantially in accordance with the Contract, the certificate is deemed issued on the last day.
Does Decree 210/2026 set acceptance procedures?
It requires the parties to agree them, including works to be accepted, procedure, personnel, forms and signatories. The contract should therefore define the process in detail.
Do the 60 and 120 day final account limits apply to private projects?
No. Those limits apply to public investment and PPP contracts only. Private projects follow the parties’ agreement and applicable law.
Who bears risk before the Taking-Over Certificate is issued?
Under the FIDIC 1999 text, the Contractor is responsible for the care of the works until the certificate is issued or deemed issued, then responsibility passes to the Employer.
Disclaimer: this article provides general information as of 22 October 2026 and is not legal advice on any specific matter. Contract wording, governing law and facts will change the analysis.
Or contact us directly:
Contact IVLF LawyerCompany Formation Services – IVLF Advisors
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
