Commentary on Decree 96/2026/ND-CP: Investment Registration and Deadline Issues

For months, a single number fuelled a persistent dispute in Vietnamese investment-procedure research: does an Investment Registration Certificate (IRC) take 15 working days to issue — true or false? After checking the verbatim text of Decree 96/2026/ND-CP, the answer is that 15 working days is a real deadline, but it belongs to one procedure only. This commentary settles the complete IRC deadline framework under Decree 96/2026/ND-CP: 5 days, 10 days and 15 working days — each tied to its own scope of application, and none interchangeable with the others.

Background: which law does Decree 96/2026/ND-CP actually implement?

Decree 96/2026/ND-CP was issued on 31 March 2026 and took effect on 31 March 2026. It details and guides the implementation of the Investment Law 2025 — Law No. 143/2025/QH15, effective from 1 March 2026, which replaced the Investment Law 2020 (Law No. 61/2020/QH14). This is the foundation every researcher must establish first: citing Decree 96/2026/ND-CP as guidance under the Investment Law 2020 is a wrong basis from the outset, because the decree’s entire article structure — Article 38, Article 39 and Article 47 alike — is built on the Investment Law 2025, including its entirely new institution of special investment procedures under Article 28.

That new institution is precisely where the dispute began. The Investment Law 2025 opens a fast track for projects inside industrial parks, export processing zones, high-tech parks and economic zones: the investor commits first, and the State inspects afterwards. Decree 96/2026/ND-CP devotes Section 4 to this procedure, and Article 47 — located inside Section 4 — is titled “Procedures for registration and issuance of the Investment Registration Certificate”. Anyone who reads the title of Article 47 without noticing its position inside Section 4 can easily conclude that it governs investment registration in general. That is the very trap that caused the 15-working-day deadline to be assigned the wrong scope in research and advisory practice.

What Article 47 really says: the verbatim rule in clause 5

Clause 5 of Article 47 of Decree 96/2026/ND-CP sets the sequence as follows: the investor submits one set of the IRC registration dossier to the Management Board of the industrial park, export processing zone, high-tech park or economic zone; and “within 15 working days from the date of receipt of the dossier, the Management Board of the industrial park, export processing zone, high-tech park or economic zone appraises the dossier in accordance with clause 3 and issues the Investment Registration Certificate”. The certificate, together with the investor’s commitments, is sent simultaneously to the competent local State authorities for construction, science and technology, environmental protection and fire prevention and fighting for post-inspection.

Three details inside that very sentence lock down the scope of the 15-day deadline. First, the issuing authority is the Management Board of an industrial park, export processing zone, high-tech park or economic zone — not the Department of Finance and not an ordinary investment registration authority. Second, the dossier being appraised is a special-investment-procedure dossier, assessed under clause 3 of Article 47 on conformity with planning, the investor’s legal status and experience, land-use demand, project schedule, the content of the investor’s commitments and investment-incentive conditions. Third, Article 47 sits inside Section 4 on special investment procedures under Article 28 of the Investment Law 2025. Remove any one of these three elements and the 15-day deadline ceases to be an applicable basis.

Why the dispute arose: a correct number placed in the wrong box

The IRC deadline dispute did not arise because the decree is ambiguous. It arose from keyword-driven research: a researcher searches for “deadline for issuing an Investment Registration Certificate”, lands immediately on the 15-working-day wording in clause 5 of Article 47, and applies that number to an ordinary project that is not subject to investment policy approval. The market then receives two different answers to the same question — 15 days under Article 47 and 10 days under Article 39 — and neither side yields, because both numbers genuinely exist in the same decree.

The correct way to resolve a dispute of this kind is not to pick the more frequently repeated number, but to return to the structure of the instrument: each article answers only for the case that its chapter and section govern. Article 47 belongs to Section 4 on special investment procedures; ordinary procedures sit in the earlier articles. Once each number is put back in its structural place, the contradiction disappears: there are not two competing answers, only three deadlines for three different situations.

The settled framework: three IRC deadlines and the scope of each

First, a project that already has investment policy approval: the investment registration authority issues the IRC within 5 working days from the date of receipt of the investment policy approval decision, under point a, clause 1, Article 38 of Decree 96/2026/ND-CP. This is the shortest deadline because the substantive appraisal of the project was already completed at the policy-approval stage; the issuance step is essentially a recording act.

Second, a project not subject to investment policy approval: the deadline is 10 working days from the date of receipt of a valid dossier, under clause 3, Article 39 of Decree 96/2026/ND-CP. Within this period the investment registration authority seeks opinions from local State authorities where necessary, and issues the certificate only when the project satisfies all conditions: it is not in a prohibited business line; it has an identifiable project location; it conforms to planning; it meets investment-density and labour conditions (if any); it meets market-access conditions for foreign investors; and it meets technology-use conditions (if any). This is the deadline that governs the large majority of ordinary investment projects — and the very deadline that was mistakenly displaced by the 15-day figure.

Third, a project under the special investment procedure pursuant to Article 28 of the Investment Law 2025: the deadline is 15 working days from the date of receipt of the dossier, under clause 5, Article 47 of Decree 96/2026/ND-CP, issued by the Management Board of the industrial park, export processing zone, high-tech park or economic zone. This deadline is longer than the other two not because the procedure is slower, but because the Management Board must appraise a commitment-based dossier — in place of the many separate pre-check procedures an investor would otherwise have to complete before issuance under the ordinary route.

Case	IRC deadline	Basis in Decree 96/2026/ND-CP	Authority / scope note
Investment policy approval already obtained	5 working days	Point a, clause 1, Article 38	Investment registration authority; counted from receipt of the approval decision
Not subject to investment policy approval	10 working days	Clause 3, Article 39	Investment registration authority; counted from receipt of a valid dossier
Special investment procedure (Article 28, Investment Law 2025)	15 working days	Clause 5, Article 47	Issued by the Management Board of the industrial park, export processing zone, high-tech park or economic zone

The rule for reading this table is simple: identify which case the project falls into first, and only then look up the deadline. Looking up the deadline before identifying the case is the exact operation that created the dispute.

Which dossiers use the new procedure under Article 47?

The Article 47 route is open only to projects eligible for the special investment procedure under Article 28 of the Investment Law 2025, implemented inside an industrial park, export processing zone, high-tech park or economic zone, with the dossier filed at that zone’s Management Board. Under clauses 1 and 2 of Article 47, the dossier comprises the documents specified at points a, b, c, d, dd, g and h of clause 1, Article 32 of Decree 96/2026/ND-CP, and the written request to implement the investment project must include the investor’s commitment to satisfy the conditions, standards and technical regulations under the laws on construction, environmental protection, technology transfer, and fire prevention and fighting.

The core difference of this dossier lies in its environmental content and its commitment content. Instead of a preliminary environmental impact assessment in the ordinary form, the investment project proposal in an Article 47 dossier contains the identification and forecast of environmental impacts and measures to mitigate adverse impacts, together with content on the use of restricted-transfer technology (if any). The investor’s commitment must show three layers: the relevant technical conditions, standards and regulations; the investor’s preliminary assessment of the project’s conformity with those conditions; and a commitment to comply, to refrain from prohibited acts, and to bear full responsibility if the commitment is not honoured. In other words, the new procedure does not waive the construction, environmental, technology and fire-safety requirements — it converts them from pre-checks into legally binding commitments, backed by post-inspection by the specialised authorities after issuance.

Practical consequences for foreign investors

The first consequence concerns schedule planning. An ordinary project that is not subject to investment policy approval must be planned on the 10-working-day deadline under clause 3, Article 39 — plus dossier-preparation time, opinion-seeking time (if any) and the time needed to establish the enterprise after the IRC is issued. Any project plan, fee proposal or timetable commitment that still states 15 working days for an ordinary project rests on a wrong basis and should be revisited against the three-deadline framework above.

The second consequence concerns location choice. The special investment procedure — and with it the 15-day deadline in Article 47 — exists only inside industrial parks, export processing zones, high-tech parks and economic zones. An investor considering a location outside those zones cannot invoke Article 47 for its project, however similar the project’s scale or technology may be. Conversely, an investor entering a zone should weigh the price of the fast track: the commitment in an Article 47 dossier is a full-responsibility commitment, and the construction, environmental, technology and fire-safety authorities will post-inspect against that very commitment.

The third consequence concerns citation discipline. From now on, any advisory document that mentions an IRC deadline under Decree 96/2026/ND-CP must state the article, the clause and the scope of application alongside it. Writing “15 working days under Decree 96/2026/ND-CP” without adding “clause 5, Article 47, applicable only to the special investment procedure” is an incomplete citation — and in advisory files for foreign investors, that kind of incomplete citation is exactly where disputes arise when the actual timetable fails to match the promised one.

Frequently asked questions

What deadline does Article 47 set for issuing an IRC?

Clause 5 of Article 47 of Decree 96/2026/ND-CP provides that, within 15 working days from the date of receipt of the dossier, the Management Board of the industrial park, export processing zone, high-tech park or economic zone appraises the dossier and issues the Investment Registration Certificate. That 15-working-day deadline applies only to projects under the special investment procedure pursuant to Article 28 of the Investment Law 2025. Ordinary projects follow the other deadlines: 5 working days after investment policy approval (point a, clause 1, Article 38) and 10 working days where the project is not subject to investment policy approval (clause 3, Article 39).

Which dossiers apply the new procedure?

The new procedure under Article 47 applies to dossiers of projects eligible for the special investment procedure, filed with the Management Board of an industrial park, export processing zone, high-tech park or economic zone. The dossier comprises the documents at points a, b, c, d, dd, g and h of clause 1, Article 32 of Decree 96/2026/ND-CP, together with a written request containing the investor’s commitment to satisfy construction, environmental, technology-transfer and fire-safety conditions, standards and technical regulations; for the environmental part, an identification and forecast of impacts with mitigation measures replaces the ordinary preliminary environmental impact assessment.

How was the deadline dispute resolved?

The dispute was resolved by checking the verbatim text and returning each deadline to its correct structural scope inside Decree 96/2026/ND-CP. The 15-working-day figure is real — it sits in clause 5 of Article 47 — but Article 47 belongs to Section 4 on special investment procedures, so that figure does not apply to ordinary procedures. The final settled framework has three deadlines: 5 working days under point a, clause 1, Article 38 for projects that already have investment policy approval; 10 working days under clause 3, Article 39 for projects not subject to investment policy approval; and 15 working days under clause 5, Article 47 for the special investment procedure only. Assigning the 15-day deadline to an ordinary project is an application of the wrong legal basis.

If your project needs to be assigned to the correct deadline — or a timetable already built on the 15-day figure needs to be rechecked — contact FLAT Law Firm via Zalo at https://zalo.me/0988424851 to have it verified directly against the verbatim text of Decree 96/2026/ND-CP before filing.