Investment Project Transfer 2026: New Rules

From 1 March 2026, every investment project transfer in Vietnam is governed by Article 34 of the 2025 Investment Law (Law 143/2025/QH15) and Decree 96/2026/ND-CP (effective 31 March 2026) — no longer by the transfer procedures of the 2020 Investment Law and Decree 31/2021. This article summarises the NEW 2026 rules that transferors and transferees need before structuring a deal.

1. Article 34 of the 2025 Investment Law: 5 transfer conditions and a 2-track procedure

Article 34 of the 2025 Investment Law (Law 143/2025/QH15, effective 1/3/2026) is the central legal basis for investment project transfers, setting out 5 transfer conditions the parties must satisfy. Investors should verify all five conditions in the original text when structuring a transaction, as secondary summaries may be incomplete.

Procedurally, Article 34 creates a two-track procedure:

Track 1 — projects subject to investment policy approval: the transfer is tied to the policy approval procedure (including policy adjustment where required);
Track 2 — projects not subject to investment policy approval: the transfer is processed directly at the investment registration authority without a policy approval step.

Correct track classification at the outset determines the entire filing roadmap, timeline and deal cost — the first triage step counsel should perform for a client.

2. Decree 96/2026: Article 57 (dossier, procedures) and Article 58 (collateral)

Decree 96/2026/ND-CP (effective 31/3/2026) is the detailed guidance for the 2025 Investment Law, in which:

Article 57 details the 7-item dossier and 5 procedural cases for investment project transfers. Each case corresponds to a different legal situation of the project (e.g. with/without policy approval, operating or not yet operating), and the 7-item dossier must be prepared to match the applicable case;
Article 58 governs collateral assets in project transfers — critical where project assets are mortgaged to a credit institution. The transferee must review existing security obligations and the handling plan (retain, replace or release the mortgage) before signing the transfer contract.

Note: the specific article numbers in Decree 96/2026 are cited from research based on secondary sources; verify against the original text when preparing applications.

3. Notable new point: operating projects do NOT need policy adjustment approval

A key innovation of Decree 96/2026: projects already in operation do not need investment policy adjustment approval upon transfer. This removes a major bottleneck in M&A deals for operating projects — previously, the policy adjustment requirement often extended timelines and created legal risk for buyers.

In practice: buyers of operating projects (factories, industrial parks, commissioned energy projects and the like) can focus on the transfer procedure at the investment registration authority without revisiting the policy approval step, significantly shortening the closing timeline.

4. Clause 7, Article 51 of the 2025 Investment Law: expanded procedural scope

Clause 7, Article 51 of the 2025 Investment Law extends Investment Law procedures to all projects that already hold an investment policy approval decision or an Investment Registration Certificate, including projects licensed before the 2025 Investment Law took effect.

The implication: “legacy” projects (approved/licensed under the 2020 Investment Law) transferred from 1/3/2026 follow the new 2025 Law and Decree 96/2026 mechanism uniformly — no parallel dual-track regime. Investors holding older projects should review the full project legal file under the new framework before marketing or negotiating a transfer.

5. Resolution 10/2026/NQ-CP: Decree 31/2021 applies only partially

Resolution 10/2026/NQ-CP provides that Decree 31/2021/ND-CP applies only partially during the transition, except points d and dd, clause 8, Article 48. Parties must understand this transitional rule to avoid wrongly applying excluded provisions of Decree 31/2021.

6. Validity notes — avoid relying on expired instruments

Decrees 31/2021, 19/2025 and 239/2025 EXPIRED on 1/3/2026 (when the 2025 Investment Law fully replaced the 2020 Investment Law). Do not use them as current grounds for a transfer transaction;
For real-estate aspects of a project, the Real Estate Business Law is Law 29/2023/QH15 — not “47/2024” (an incorrect number);
Do not cite Decree 288/2026 in an investment project transfer analysis — it only amends enterprise registration matters and does not govern project transfers;
Specific administrative processing deadlines for each transfer case are not firmly established in the research scope — verify the original text and confirm with the competent investment registration authority before committing to a timeline with counterparties.

7. Practical checklist for 2026 project transfer deals

Classify the project into the correct one of the two procedural tracks (with/without policy approval);
Verify all 5 transfer conditions in Article 34 of the 2025 Investment Law against the original text;
Identify the correct one of the 5 procedural cases under Article 57 of Decree 96/2026 and prepare the full 7-item dossier;
Review project collateral (Article 58, Decree 96/2026) — work with the credit institution on the mortgage handling plan;
For operating projects: use the new rule (no policy adjustment approval needed) to shorten the timeline;
For projects licensed before 1/3/2026: apply the new mechanism uniformly under clause 7, Article 51 of the 2025 Investment Law.

FAQ

Which law governs investment project transfers from 2026?
Article 34 of the 2025 Investment Law (Law 143/2025/QH15, effective 1/3/2026) and Decree 96/2026/ND-CP (effective 31/3/2026). The 2020 Investment Law and Decree 31/2021 are no longer current grounds.

Does an operating project need policy adjustment approval on transfer?
No. A new point in Decree 96/2026: operating projects do not need investment policy adjustment approval when transferred.

Which procedure applies to projects licensed under the 2020 Investment Law?
The 2025 Investment Law procedures apply uniformly (clause 7, Article 51), including for projects holding policy approvals/IRCs issued before 1/3/2026.

What does the transfer dossier include?
Article 57 of Decree 96/2026 sets a 7-item dossier, applied under one of 5 procedural cases — check the original text to identify the correct case and detailed dossier list.

Legal sources cited

Investment Law 143/2025/QH15 (effective 1/3/2026) — Article 34 (transfers), clause 7 Article 51;
Decree 96/2026/ND-CP (effective 31/3/2026) — Articles 57 and 58;
Resolution 10/2026/NQ-CP — partial application of Decree 31/2021 (except points d, dd, clause 8, Article 48);
Real Estate Business Law 29/2023/QH15 (for reference where real-estate elements arise).