Investment Policy Approval Vietnam: Triggers, Authority and Transaction Risk

Updated: 10 October 2026 · IVLF Advisors

Investment policy approval Vietnam is the gate that most often separates a bankable project from a stalled one. Under the Law on Investment No. 143/2025/QH15, effective 1 March 2026, a project outside Article 24 can move to an investment registration certificate (IRC) on a 10-working-day timetable. A project inside Article 24 cannot. It needs a decision from the National Assembly, the Prime Minister, the Chairman of the provincial People’s Committee or a zone management board first, and that decision usually travels with investor selection, land procedures and a performance deposit.

For counsel, classification decides who the decision-maker is, which conditions precedent belong in the SPA, JV agreement or facility agreement, and whether a seller’s statement that a project is “fully licensed” means anything. This article covers the statutory architecture, triggers, authority, investor selection and a risk matrix.

Regulatory update as of 10 October 2026: three recent changes affect how investment policy approval Vietnam is sequenced. A foreign investor may now incorporate before the IRC (Article 19.2, with Decree 296/2026/ND-CP effective 23 July 2026); funding that company now runs through the foreign investment capital account under Circular 38/2026/TT-NHNN (effective 18 August 2026); and Law 24/2026/QH16 will replace the conditional business lines list from 1 March 2027.

Statutory architecture of investment policy approval Vietnam

The Law on Investment 2025 separates three questions that deal teams often conflate: whether the State agrees with the project as a matter of policy, who may implement it, and whether it is registered. Each has its own legal basis and document. Investment policy approval Vietnam answers only the first question; it does not itself confer land rights or authorise construction.

Three layers: policy approval, investor approval, IRC

• Policy approval — Article 24 lists the projects requiring it; Article 25 allocates the competent authority.
• Investor selection — Article 23 provides for land-use-right auction, bidding, or approval of investor. Circular 55/2026/TT-BTC carries a dedicated form (I.1.4) for the investor approval decision.
• IRC — under the Law on Investment 143/2025/QH15, Article 26.1 requires an IRC for projects of foreign investors and of Article 20.1 entities (foreign investors holding more than 50% of charter capital, directly or through another such entity). Article 26.2 exempts capital contributions and share purchases.

Sequencing also affects the corporate vehicle. Article 19.2 allows a foreign investor to incorporate before the IRC procedure if market access conditions under Article 8 are met, and Decree 296/2026/ND-CP requires a market access commitment in the enterprise registration file. Early incorporation helps with banking and hiring while investment policy approval Vietnam is pending, but creates maintenance cost if approval is refused. Whether the new entity or the offshore parent proposes the project needs analysis under Articles 20.1 and 20.3 [State Authority Practice / Verification Required].

Takeaway: a foreign-invested project caught by Article 24 will usually need investment policy approval Vietnam and an IRC, and often an investor approval. Article 29.2 prohibits implementation before the IRC where one is required.

Terminology: in-principle approval Vietnam

Practitioners use “in-principle approval Vietnam”, “investment policy decision” and “investment policy approval” interchangeably. The operative concept under the 2025 Law is approval of investment policy (chấp thuận chủ trương đầu tư). Define it once in transaction documents by reference to Articles 24–25, not a translated label that may also capture the earlier regime under Law 61/2020/QH14.

Trigger analysis under Article 24 Law on Investment

Article 24 Law on Investment is built around projects with significant land, population, security or sector sensitivity. Run the analysis on the project as designed — land area, land-use purpose, resettlement, sector and location — not on investment capital alone.

Trigger categories for investment policy approval Vietnam

The triggers include large-scale land-use conversion, resettlement, casinos, golf courses, seaports, airports, certain telecommunications and media projects, petroleum processing, and projects applying special mechanisms. The quantitative thresholds for each clause must be checked against the official text before an opinion issues [State Authority Practice / Verification Required].

Interaction with Article 28 and the 10-day IRC

Two procedural advantages are unavailable once investment policy approval Vietnam applies. First, the special investment procedure under Article 28 expressly excludes projects requiring policy approval. Second, the 10-working-day IRC under Article 39.3 of Decree 96/2026/ND-CP applies only to projects not subject to policy approval. Location in an industrial park does not, by itself, take a project outside Article 24.

Allocation of authority for investment policy approval Vietnam

Article 25 distributes approval authority across four tiers. Identifying the correct tier at the outset determines the number of consulted agencies, the appraisal path and the timetable counsel should give the client.

Prime Minister approval

Prime Minister approval is the tier of investment policy approval Vietnam that applies to the Article 24 clauses listed above and to large resettlement or heritage-related projects. Files at this tier typically involve central appraisal and consultation with several ministries. No reviewed provision gives a firm end-to-end timetable for this tier [State Authority Practice / Verification Required].

These files also attract more conditions — on scale, phasing, technology or local infrastructure — which counsel must test against the business plan before the client accepts them. Two provisions of Decree 96/2026 help. Article 6 allows the authority to request supplementary documents only once, in writing, and requires written reasons for refusal. Article 6.6(b) treats a consulted agency’s silence past its deadline as deemed agreement. Keep a dated log of submissions and agency responses.

Provincial approval and zone management boards

Provincial approval by the Chairman of the provincial People’s Committee covers Article 24.8–24.18 and will be the relevant tier for most foreign-invested land-based projects. Since 1 July 2025 the former Department of Planning and Investment has been merged into the Department of Finance, and local government runs on a two-tier model across 34 provinces and cities. Update pre-2025 precedents accordingly.

Where a project sits within a zone and conforms to approved planning, Article 25.4 lets the zone management board approve. This is often the most efficient route to investment policy approval Vietnam, but conformity with zone planning must be documented, not assumed. Request the zone planning extract and the developer’s land-use documents early.

Investor selection Vietnam

For land-based projects, investor selection Vietnam is the point where a policy approval becomes an entitlement held by a specific investor. The route affects exclusivity, deposit obligations and the evidentiary burden on the investor.

Auction, bidding or approval of investor

• Land-use-right auction: competitive on land price; the investor bears the risk of losing after incurring preparation costs.
• Bidding for investor selection: competitive on project proposal and capability.
• Approval of investor: a decision recognising a specific investor, documented on Circular 55/2026 Form I.1.4.

Which route applies depends on the land’s status and land legislation, not investor preference [State Authority Practice / Verification Required]. One commercial consequence is fixed by statute: Article 30 exempts certain auction and bidding winners from the investment deposit, which changes the cash-flow model. Where a deposit applies, Decree 96/2026 Articles 26–27 set 3% on the first VND 300 billion, 2% on the 300–1,000 billion portion and 1% above that.

Financial capacity evidence under Decree 96/2026

Article 6.7 of Decree 96/2026 removes two long-standing obstacles: audited financial statements for the last two years are not required, and a parent company’s support commitment need not state a validity period. This matters for newly formed offshore SPVs. Article 5 requires Vietnamese-language dossiers, with translations of foreign-language documents.

IVLF recommendation: in competitive investor selection Vietnam, treat the relaxation as a floor. A parent support letter, bank balance confirmation or financing commitment, and a track-record schedule remain persuasive. Plan the funding path early: under Circular 38/2026/TT-NHNN, effective 18 August 2026, charter capital for a foreign-invested company moves through its foreign investment capital account (the account the market still calls DICA), which replaced Circular 06/2019/TT-NHNN.

Transaction mechanics for investment policy approval Vietnam

Most disputes over investment policy approval Vietnam arise not from the approval but from documents that fail to allocate approval risk. The following points recur in our M&A and projects work.

Acquiring a project company

A share acquisition does not require an IRC (Article 26.2), but it may require prior registration under Article 21.3 — for example where foreign ownership exceeds 50% or the target holds land in defence-sensitive areas. Separately, verify that the target’s project already holds the policy approval Article 24 required, and whether a change of controlling investor requires amendment of that approval or of the IRC [State Authority Practice / Verification Required].

Where the target’s dossier was filed before 1 March 2026, Article 52.14 may allow it to continue under Law 61/2020/QH14. State the applicable regime in the disclosure letter.

Drafting CPs for investment policy approval Vietnam

• Define “Policy Approval” by reference to Articles 24–25 and the specific clause triggered.
• Require approval on terms reasonably satisfactory to the investor, with a list of unacceptable conditions (scale reduction, timetable compression, deposit increase).
• Pair the policy approval CP with investor approval, IRC and deposit CPs, and a long-stop date with a termination right.
• Address cost sharing if approval is refused, including land preparation costs.
• Give the investor control of, or consultation rights over, the investment policy approval Vietnam filing where the seller or local partner is the applicant.

Risk matrix for investment policy approval Vietnam

Once approvals are in hand, plan the downstream path as one sequence: investment deposit, IRC, sector sub-licences, work permits and temporary residence cards, and the foreign investment capital account. For Article 24 projects, IVLF typically starts with a Policy Approval Classification & CP Memo before any binding commitment is signed.

Frequently Asked Questions

Which projects require investment policy approval in Vietnam?

Projects listed in Article 24 of Law 143/2025/QH15, including large land-use conversion, resettlement, casinos, golf courses, seaports, airports, certain telecom and media projects, petroleum processing and special-mechanism projects. Clause thresholds must be checked.

Who grants investment policy approval Vietnam?

Under Article 25: the National Assembly, the Prime Minister, the Chairman of the provincial People’s Committee, or a zone management board for zone projects consistent with approved planning, depending on the Article 24 clause triggered.

Does a project with policy approval still need an IRC?

Usually yes. Article 26.1 requires an IRC for projects of foreign investors and of entities more than 50% foreign-owned. Policy approval and the IRC are separate instruments.

Can an Article 24 project use the special investment procedure?

No. Article 28 excludes projects requiring investment policy approval Vietnam, even if they are located in an industrial park or another eligible zone.

Does buying shares in a project company require policy approval?

The share purchase itself does not, and needs no IRC (Article 26.2). It may need Article 21.3 registration, and the target project’s existing approvals must be verified.

Conclusion

Investment policy approval Vietnam is a gating item, not a formality. Before a term sheet becomes binding, obtain a clause-specific view on Article 24, identify the competent authority and draft CPs that match each approval layer. Treat the deposit, market access and the funding route as part of the approval analysis.

This article provides general information as of 10 October 2026 and is not legal advice on any specific matter. Contact IVLF Advisors for advice on your facts.