Investment Policy Approval in Vietnam (2026): When It Is Required, Who Approves, and What to File

Foreign investors preparing a project in Vietnam usually start with one question: "Where do we apply for the Investment Registration Certificate (IRC)?" For many projects, that is not the right first question. The question to ask first is whether the project is subject to investment policy approval (chấp thuận chủ trương đầu tư). Skip this gate and the project may be ordered to suspend operations — or be terminated outright — after the investor has already spent substantial sums on surveys, design and land negotiations.

This guide sets out the full framework for investment policy approval in Vietnam under the 2025 Investment Law (No. 143/2025/QH15, effective 1 March 2026) and Decree 96/2026/ND-CP: when approval is required, which authority grants it, what the dossier contains, the statutory timelines, and the mistakes that delay files or put projects at legal risk.

Contents

• 1. What is investment policy approval? How does it differ from the IRC and ERC?
• 2. The current legal framework (2026)
• 3. When is investment policy approval required?
• 4. Approving authority: National Assembly, Prime Minister, or provincial Chairperson?
• 5. What does the application dossier contain?
• 6. Procedures and statutory timelines
• 7. After approval: obligations and next steps
• 8. Cases where approval is NOT required
• 9. Seven common mistakes that delay files or endanger projects
• 10. Pre-filing checklist
• 11. Frequently asked questions
• 12. When to engage counsel
• References

1. What is investment policy approval? How does it differ from the IRC and ERC?

Clause 1, Article 3 of the 2025 Investment Law defines investment policy approval as the competent state authority's approval of a project's objectives, location, scale, schedule and duration; the investor or the form of investor selection; and any special mechanisms or policies (if applicable) for implementing the investment project.

In practical terms, it is the State's in-principle endorsement: the State agrees that the project may exist with precisely those parameters — what it does, where, at what scale, over what period, and by whom. Without it, a project that falls within the statutory scope may not be implemented (Clause 1, Article 29, 2025 Investment Law).

Policy approval is distinct from the two certificates FDI investors most often hear about:

• IRC (Investment Registration Certificate): records the investor's registered information about the project (Clause 11, Article 3). If policy approval is the "nod," the IRC is the project's administrative "birth certificate."
• ERC (Enterprise Registration Certificate): the birth certificate of the legal entity that will operate the project — the company established in Vietnam.

The typical sequence for an FDI project subject to approval is: policy approval → IRC → ERC (company formation). That is the common logic, not the only possible order — the 2025 Investment Law permits the enterprise to be established before the project obtains its IRC in certain cases. The full establishment process is covered in Setting Up an FDI Company in Vietnam 2026: Full IRC-to-ERC Process (T-001), and the reversed ERC-before-IRC sequence is analysed separately in ERC Before IRC (T-036).

2. The current legal framework (2026)

Five instruments form the direct framework for investment policy approval:

1. Investment Law No. 143/2025/QH15: passed by the 15th National Assembly at its 10th session on 11 December 2025, effective 1 March 2026, replacing the 2020 Investment Law (61/2020/QH14). Directly relevant articles: 3 (definitions), 24 (cases requiring approval), 25 (approving authorities), 26–29 (relationship with IRC, special investment procedure, principles), 30 (deposit), 35–36 (suspension, termination), 44 (state management of investment).
2. Decree 96/2026/ND-CP dated 31 March 2026: details and guides implementation of the Investment Law, replacing Decrees 31/2021/ND-CP and 19/2025/ND-CP. Key articles: 2, 5, 6 (general dossier rules), 30–35 (policy approval and investor selection), 38 (IRC issuance after approval), 99, 101, 102 (amendments to Decree 19/2026 and transitional provisions).
3. Decree 19/2026/ND-CP dated 14 January 2026 on appraisal procedures for projects of national importance — as amended by Article 99 of Decree 96/2026/ND-CP — governing the National Assembly-level procedure.
4. Official Letter 2519/BTC-PC dated 4 March 2026 of the Ministry of Finance on implementing the 2025 Investment Law during the transition.
5. Circular 55/2026/TT-BTC dated 15 May 2026 of the Ministry of Finance: prescribing standard forms and reports for investment activities in Vietnam and investment promotion — replacing in full Circular 03/2021/TT-BKHDT, Circular 25/2023/TT-BKHDT and Circular 06/2025/TT-BKHDT. This is the current source of forms when filing for policy approval (Circular 38/2026/TT-BTC separately covers forms for outbound investment).

One institutional change to note when filing: under the 2025 Investment Law, the Ministry of Finance assists the Government in unified state management of investment (Clause 2, Article 44); locally, the Department of Finance receives dossiers and acts as the investment registration authority outside industrial parks (Article 27; Clause 6, Article 32, Decree 96/2026/ND-CP). References to the former Ministry/Departments of Planning and Investment in older materials no longer apply — filing with the wrong authority is a common reason dossiers are returned at intake.

3. When is investment policy approval required?

Article 24 of the 2025 Investment Law lists 20 clauses of projects subject to approval. They are grouped below for practical screening.

Group 1 — Forest land, paddy land, large-scale resettlement

1. Conversion of forest land use (Clause 1, Article 24): special-use forest, headwater protection forest or border protection forest of 50 ha or more; windbreak, sand-shielding, wave-break or sea-encroaching protection forest of 500 ha or more; production forest of 1,000 ha or more. Investors in forestry or projects sited on forest land should screen this group first.
2. Conversion of land growing wet rice twice or more per year (Clause 2, Article 24), of 500 ha or more.
3. Resettlement (Clause 3, Article 24): 10,000 people or more in mountainous areas, 20,000 people or more elsewhere.

Group 2 — Sensitive sectors

1. Betting and casino business (Clause 4, Article 24), excluding prize-winning electronic games for foreigners.
2. Projects within protection zones I and II of relics (Clause 5, Article 24): world-heritage-listed special national relics, national relics and special national relics — regardless of scale. Tourism and resort projects near heritage sites easily fall here.
3. Nuclear power plants (Clause 6, Article 24).
4. Foreign-investor projects in four sectors (Clause 7, Article 24): network-infrastructure telecommunications services; afforestation; publishing; journalism. A critical early check for FDI: even without large land use, a project in any of these four sectors requires policy approval.

Group 3 — Land (the most common FDI trigger)

1. Requests for State allocation or lease of land without land-use-rights auction or investor-selection bidding, or for land-use-purpose conversion (Clause 8, Article 24) — excluding the four carve-outs in points a–d (individuals not subject to provincial People's Committee approval for land-use-right transfers; technical infrastructure of industrial clusters; mineral projects won by auction or serving emergency works; other cases prescribed by the Government). In practice, most manufacturing FDI projects seeking allocated or leased land pass through this gate.
2. Land allocation, lease or purpose conversion in areas affecting national defence and security (Clause 9, Article 24).
3. Requests for allocation of marine areas (Clause 10, Article 24) — seaports, offshore wind, large-scale aquaculture.

Group 4 — Real estate, infrastructure, transport, energy

1. Residential housing (for sale, lease or lease-purchase) and urban areas (Clause 11, Article 24) — regardless of scale — where the investor holds land-use rights obtained through agreed transfer, capital contribution or lease of agricultural land, or already holds such rights.
2. Projects in restricted-development or historic inner-city areas of special-class cities (Clause 12, Article 24).
3. Golf courses (Clause 13, Article 24), except courses inside residential/urban projects allocated or leased through auction or bidding.
4. Building and operating industrial park, export-processing zone or centralized digital-technology zone infrastructure (Clause 14, Article 24).
5. New seaport terminals in special or Class-I seaports (Clause 15, Article 24).
6. Aviation (Clause 16, Article 24): new airports; runways; international passenger terminals; cargo terminals of 1 million tonnes/year or more.
7. Scheduled passenger air transport (Clause 17, Article 24).
8. Oil and gas processing (Clause 18, Article 24).

Group 5 — Open clause and National Assembly level

1. Other projects subject to Prime Minister policy approval under law (Clause 19, Article 24). Clause 1, Article 34 of Decree 96/2026/ND-CP clarifies: projects that other relevant laws require be submitted to the Prime Minister — sectoral laws on electricity, minerals or petroleum may impose this. Investors in regulated sectors must screen sectoral legislation alongside the Investment Law.
2. Projects requiring special mechanisms or policies differing from laws or National Assembly resolutions (Clause 20, Article 24) — National Assembly authority.

Quick screening method: start with land questions (Group 3) → sector (Group 2) → infrastructure/scale (Group 4) → special factors (Group 5). If the project matches none of the 20 clauses, the investor proceeds directly to IRC issuance without this gate.

4. Approving authority: National Assembly, Prime Minister, or provincial Chairperson?

Article 25 of the 2025 Investment Law allocates authority across four levels — the larger and more sensitive the project, the higher the approving level.

National Assembly

The National Assembly approves projects under Clause 20, Article 24 — those requiring special mechanisms or policies differing from laws or National Assembly resolutions (Clause 1, Article 25).

The procedure runs through the Government: the proposal must explain the necessity and content of the special mechanisms; the Government submits the dossier to the National Assembly no later than 60 days before the opening of the Assembly session; the Assembly considers and adopts a resolution on policy approval with the contents specified in Clause 1, Article 3 of the Investment Law (Clauses 4–5, Article 20, Decree 19/2026/ND-CP as supplemented by Article 99, Decree 96/2026/ND-CP). Note: the 60 days is the Government's submission deadline, not the investor's processing time.

Prime Minister

The Prime Minister approves the following, except National Assembly-level projects (Clause 2, Article 25):

• Projects under Clauses 1, 2, 4, 6, 7 and 19, Article 24: large-scale forest/paddy-land conversion; casinos and betting; nuclear power; foreign-investor projects in network-infrastructure telecoms, afforestation, publishing and journalism; and Clause 19 open-clause projects.
• Resettlement (Clause 3, Article 24) of 20,000 people or more in mountainous areas, 50,000 or more elsewhere.
• Heritage (Clause 5, Article 24): projects within protection zone I of world-heritage-listed special national relics.

Chairperson of the provincial People's Committee

The provincial Chairperson approves (Clause 3, Article 25):

• Projects under Clauses 8–18, Article 24 — the entire land group (allocation, lease, purpose conversion, marine areas), housing, urban areas, golf courses, industrial-park infrastructure, seaports, aviation and oil-and-gas processing. Most FDI projects pass through this gate.
• Resettlement of 10,000 people or more in mountainous areas, 20,000 or more elsewhere (the remainder of Clause 3, Article 24).
• Heritage: remaining cases of Clause 5, Article 24 — protection zones I and II of national and special national relics, except zone I of world-heritage-listed special national relics (Prime Minister level).
• Projects under two or more provincial Chairpersons: per Government regulations (point d, Clause 3, Article 25), detailed in Clause 11, Article 35, Decree 96/2026/ND-CP — the investor files in the locality using most of the land, building the main works or conducting most activities; that Chairperson consults the others and may approve only with unanimous consent of all Chairpersons of the implementing localities.

Management Authority of industrial parks, export-processing zones, hi-tech parks and economic zones

The Management Authority approves projects that would otherwise fall under the provincial Chairperson (Clause 3, Article 25) but are implemented inside such zones and conform to the approved master plan (Clause 4, Article 25) — the "one-stop" gate most FDI manufacturers deal with directly.

Two allocation principles that are easy to get wrong

Principle 1 — Multi-clause projects take the highest authority. Where a single project's objectives or contents fall under different approving levels, the highest-level authority approves the entire project (Clause 1, Article 30, Decree 96/2026/ND-CP). Example: an industrial-park project seeking conversion of 600 ha of double-crop paddy land — the paddy portion (Clause 2, Article 24) is Prime Minister level, so the whole project goes to the Prime Minister; it cannot be split across two filings.

Principle 2 — File with the correct receiving authority. Clause 6, Article 32, Decree 96/2026/ND-CP designates:

For projects straddling inside and outside a zone, the receiving authority follows the location of the investor's operating office. Dossiers are filed as one set plus an electronic copy. Where the site structure is unusual (straddling boundaries, multi-province), clarify in writing with the intended receiving authority before formal filing.

5. What does the application dossier contain?

Decree 96/2026/ND-CP distinguishes two dossier types in Article 32: dossiers prepared by the investor (the common case) and dossiers prepared by the competent state authority (where the State initiates the project for land-use-rights auction or investor-selection bidding).

5.1. Investor-prepared dossiers (Clause 1, Article 32)

Eight document groups make up a complete file:

a) Written request to implement the project, accompanied by a commitment to bear all costs and risks if the project is not approved. This is a material difference from ordinary IRC filing: the State requires written acknowledgement that all preparation costs are the investor's risk.

b) Documents on the investor's legal status — Clause 13, Article 2 of Decree 96/2026/ND-CP lists: personal identification or passport number (individuals); enterprise code or business registration certificate number (organizations); establishment documents; equivalent documents. The receiving authority may retrieve data from national databases instead of requiring resubmission.

c) Documents evidencing financial capacity — at least one of five: financial statements for the last 2 years; parent-company financial support commitment; financial institution support commitment; financial capacity guarantee; other evidencing documents. For foreign investors, the parent's financial statements plus a support commitment is the standard route.

d) Investment project proposal — the heart of the dossier: investor or form of investor selection; objectives, scale; capital and mobilization plan; location, duration, schedule; current status of land, water-surface land, forest land and marine areas and proposed needs; labour needs; proposed investment incentives and eligibility conditions; socio-economic impacts and effectiveness; preliminary environmental impact assessment (if required); special mechanisms or policies (if any). Projects under National Assembly or Prime Minister authority that propose forest-land conversion must add the forestry-law dossier. A pre-feasibility study report may substitute for the proposal where construction or public-investment law requires one.

dd) Copies of land-use-right papers or documents establishing site-use rights — required only where the investor does not request State land allocation, lease or purpose conversion (e.g., already holding rights or leasing from an infrastructure developer).

e) Technology explanation — for projects subject to technology appraisal under technology-transfer law.

g) BCC contract — for projects under the business cooperation contract form.

h) Other documents on the project and the investor's conditions and capacity as required by law (if any).

Special notes:

• Construction-sector projects: the proposal must also satisfy construction-law content requirements; housing and urban-area projects must explain alignment with urban development objectives, housing development programs and plans, investment phasing, product mix and social-housing land allocation (Clause 4, Article 32).
• State-prepared dossiers (Clause 2, Article 32) contain a submission note and a project proposal with equivalent content, plus assessments of project necessity, current land status, land recovery and resettlement. Prepared by ministries, ministerial-level agencies or provincial People's Committees (National Assembly/Prime Minister projects), or by provincial specialized agencies, commune People's Committees or Management Authorities (provincial Chairperson projects) — Clause 5, Article 32.

5.2. Three practical filing notes

Language. Dossiers are prepared in Vietnamese; foreign-language documents must be accompanied by Vietnamese translations, and the Vietnamese version governs administrative processing. The investor is responsible for discrepancies between translations or copies and originals (Article 5, Decree 96/2026/ND-CP). For bilingual foreign-investor dossiers, consistency review between source and translation is non-negotiable.

No add-on document demands. The receiving authority may not require documents beyond the statutory dossier (point b, Clause 1, Article 6). If asked for extras, the investor is entitled to request the legal basis.

Current forms. Since 15 May 2026, Circular 55/2026/TT-BTC (prescribing standard forms and reports for investment activities in Vietnam and investment promotion) has replaced in full Circular 03/2021/TT-BKHDT, Circular 25/2023/TT-BKHDT and Circular 06/2025/TT-BKHDT (Clause 1, Article 5); Circular 38/2026/TT-BTC (effective 15/4/2026) replaces the forms for outbound investment. Investors use the forms issued with Circular 55/2026/TT-BTC when filing, and should confirm the current forms directly with the receiving authority before filing.

6. Procedures and statutory timelines

6.1. Prime Minister procedure (Article 34, Decree 96/2026/ND-CP)

1. Filing: one dossier set plus electronic copy to the Ministry of Finance (Clause 3, Article 34).
2. Consultation: within 3 working days of receiving a valid dossier, the Ministry of Finance circulates it for appraisal comments to relevant ministries, ministerial-level agencies and the provincial People's Committee of the project locality. For paddy-land, protection-forest or special-use-forest conversion: the Ministry of Agriculture and Environment and the provincial People's Committee comment on land-use planning and plans, land quotas, current status, and land recovery, compensation, support and resettlement plans; forest-land conversion follows forestry-law consultation.
3. Responses: within 10 working days of the request, consulted bodies reply (preliminary environmental assessment content handled by the Ministry of Agriculture and Environment).
4. Appraisal and report: within 20 working days of receiving a valid dossier, the Ministry of Finance organizes appraisal and prepares the appraisal report per Clauses 7–8, Article 32, recording uptake of and explanations for comments and assessing eligibility for Prime Minister submission.
5. Decision: within 5 working days of receiving the dossier and report, the Prime Minister considers and approves.

Decision contents (Clause 8, Article 34): investor or form of investor selection; project name, objectives, scale, capital, duration; location; schedule; technology (if any); incentives, support and eligibility conditions (if any); other investor conditions (if any); responsibilities of relevant bodies. The decision is sent to the Ministry of Finance, the investor or filing body, the provincial People's Committee of the locality, the auction/bidding organizer, the investment registration authority and relevant ministries and agencies.

6.2. Provincial Chairperson procedure (Clauses 7–8, Article 35)

1. Filing: one set plus electronic copy to the investment registration authority — Department of Finance or zone Management Authority.
2. Consultation: within 2 working days of a valid dossier, circulation to departments, the commune People's Committee of the locality and relevant local bodies. For areas affecting national defence and security: additional comments from the provincial Military Command and Public Security. (This 2-day window falls within the 14-day appraisal-report window at step 4.)
3. Responses: within 7 working days of receiving the request, consulted bodies send appraisal comments (preliminary environmental assessment by the provincial environmental authority). (This 7-day window likewise falls within the 14-day window at step 4.)
4. Appraisal report: within 14 working days of a valid dossier, the investment registration authority prepares the report for the provincial Chairperson — this 14-day window encompasses both the 2-day circulation (step 2) and the 7-day responses (step 3).
5. Decision: within 3 working days of receiving the dossier and report, the Chairperson considers and approves, with contents mirroring Clause 8, Article 34.

The statutory steps at provincial level total a maximum of 14 + 3 = 17 working days from a valid dossier — excluding the investor's preparation, supplementation and coordination time.

6.3. Zone Management Authority procedure (Clause 10, Article 35)

The Management Authority handles policy approval within its scope as follows: investor files with the Authority; within 2 working days it circulates for local appraisal comments; consulted bodies reply within 7 working days; within 17 working days of a valid dossier, the Authority prepares the appraisal report and issues the policy approval decision with Clause 8, Article 34 contents. One signature step fewer than the Department of Finance–Chairperson route — consistent with the in-zone "one-stop" model.

6.4. National Assembly procedure

As noted in Section 4: the Government submits the dossier no later than 60 days before the session opens; the Assembly considers and adopts the approval resolution. Dossiers for projects of national importance must clearly explain the necessity and content of the special mechanisms or policies (Clause 2, Article 18, Decree 19/2026/ND-CP as amended by Article 99, Decree 96/2026/ND-CP).

6.5. Appraisal criteria: what the authorities actually examine

Understanding this checklist lets investors prepare a file that passes first time. Clause 7, Article 32, Decree 96/2026/ND-CP sets eight appraisal contents:

• a) conformity with planning under planning law;
• b) needs for land, water-surface land, forest land and marine areas;
• c) preliminary socio-economic effectiveness and preliminary environmental impact (if any);
• d) investment incentives and eligibility conditions;
• dd) technology used (for technology-appraisal projects);
• e) for housing/urban projects: alignment with urban development objectives, housing programs and plans, phasing, product mix, social-housing land;
• g) protection and promotion of historical-cultural relics, scenic sites and cultural heritage (if any);
• h) legal basis and conditions for the investor-selection form.

Where approval is granted simultaneously with investor approval (see 7.2), six further points under Clause 8, Article 32 apply: ability to meet land allocation/lease/conversion conditions; market-access conditions for foreign investors; basis for investor approval; construction, housing and real-estate conditions; and other statutory conditions.

6.6. Two or more investors filing for the same site (Article 33)

If, within 10 working days (Prime Minister projects) or 7 working days (provincial projects) of the first valid dossier, another investor files a valid dossier for the same location, the authority conducts policy approval together with investor selection by bidding among the filing investors. Filing first does not mean winning first — competition triggers a bidding mechanism.

7. After approval: obligations and next steps

7.1. Policy approval is a precondition, not the final licence

Clause 1, Article 29 of the 2025 Investment Law is explicit: projects subject to policy approval must complete the approval procedure before project implementation. Implementing without the decision is a violation, and the consequences go beyond administrative fines:

• Suspension: the investment management authority may suspend part or all of a project where the investor fails to implement per the approved contents and — having been administratively sanctioned or formally notified — continues to violate, except for schedule violations (point dd, Clause 2, Article 35).
• Termination: 24 months after the end of the approved implementation schedule, if the investor has not achieved the objectives and no schedule adjustment is granted (point b, Clause 2, Article 36); for policy-approval projects, the investment registration authority terminates after obtaining the approving authority's opinion (Clause 3, Article 36).

7.2. Policy approval, investor selection and the IRC

After the approval decision, the project moves to investor selection (if not yet determined) and IRC issuance. Article 23 of the 2025 Investment Law and Article 30 of Decree 96/2026/ND-CP provide three selection forms: land-use-rights auction; investor-selection bidding; investor approval.

Notably, the law permits policy approval simultaneously with investor approval in four cases (Clause 4, Article 23, 2025 Investment Law; Clause 6, Article 30, Decree 96/2026/ND-CP):

• a) the investor holds land-use rights (except where the State recovers land for defence, security or socio-economic development in the national or public interest);
• b) the investor receives transferred, contributed or leased agricultural land-use rights for non-agricultural production or business;
• c) the project is implemented in an industrial park, hi-tech park or centralized digital-technology zone;
• d) the project is allocated or leased land by the State outside auction/bidding cases.

For FDI manufacturers inside industrial parks — the most common case — point (c) materially shortens the process: one decision approves both the policy and the investor.

On the IRC: for projects approved simultaneously with investor approval and subject to IRC issuance, the registration authority issues the IRC within 5 working days of receiving the approval decision (Clause 1, Article 38, Decree 96/2026/ND-CP). Auction winners and bid winners likewise receive the IRC within 5 working days of the authority receiving the investor's written request (Clause 2, Article 38).

7.3. Deposit securing project implementation

Projects requesting State land allocation, lease or purpose conversion must place a deposit or provide a bank guarantee for the deposit obligation, except cases such as: winning a land-use-rights auction; winning investor-selection bidding; receiving a transferred project that already placed its deposit or completed capital contribution on schedule (Clause 1, Article 30, 2025 Investment Law). This is a financial obligation attaching immediately after policy approval — budget for it early.

7.4. Post-approval project amendments

Where amendments bring a project into policy-approval scope (four cases in Clause 1, Article 102, Decree 96/2026/ND-CP — changes to approval-scope objectives; increases in land area or capital; location changes; schedule extensions beyond 24 months past the approved schedule), the investor must complete the (adjusted) approval procedure before amending. Projects implemented before 1 March 2026 continue under existing papers without re-applying, except for such amendments (Articles 101–102).

On decision validity: the Law and Decree set no uniform validity period. In practice, continued implementation turns on compliance with approved objectives, schedules and contents, and the suspension/termination grounds in Articles 35–36. For project-specific confirmation, review the decision itself and consult counsel.

8. Cases where approval is NOT required

Not every project passes through this gate:

• Domestic-investor projects (and economic organizations under Clause 2, Article 20, 2025 Investment Law) outside Article 24: implemented upon meeting statutory investment conditions, with no approval procedure (point a, Clause 2, Article 26).
• Special investment procedure (Article 28, 2025 Investment Law): investors registering in industrial parks, export-processing zones, hi-tech parks, centralized digital-technology zones, free-trade zones, international financial centres or functional areas of economic zones need not complete policy approval, except projects that Government regulations subject to it.
• Carve-outs in Clause 8, Article 24 (points a–d): e.g., individual projects not requiring provincial People's Committee approval for land-use-right transfers; industrial-cluster technical infrastructure; auctioned mineral projects.
• Power projects where electricity law does not require policy approval (point b, Clause 4, Article 35, Decree 96/2026/ND-CP).

Correctly identifying "not in scope" matters as much as identifying "in scope": an unnecessary approval procedure costs months and needless preparation expense.

9. Seven common mistakes that delay files or endanger projects

1. Confusing policy approval with the IRC. Investors prepare IRC applications while their project requires policy approval first — the file is returned and the clock restarts. Always screen Article 24 before any other procedure.

2. Filing with the wrong authority out of habit. Some investors and consultants still file with the former "Department of Planning and Investment." Under the 2025 Law the receiving authority is the Department of Finance, the Ministry of Finance or the Management Authority — misaddressed dossiers are not processed.

3. Thin project proposals on key appraisal contents. Land, planning, environment and socio-economic effectiveness are the four areas appraisers examine hardest (Clause 7, Article 32, Decree 96/2026/ND-CP). Generic treatment here is the leading cause of repeated supplement requests.

4. Failing to evidence financial capacity. At least one of the five document types is mandatory. Newly established investors without two years of financial statements should arrange parent-company support commitments or financial-institution guarantees early.

5. Implementing before the approval decision. Signing construction contracts, levelling ground or importing machinery before policy approval violates Clause 1, Article 29 — and grounds suspension or termination under Articles 35–36. The cost-and-risk commitment in the request letter (Clause 1, Article 32, Decree 96) covers preparation costs only; it does not insure early implementation.

6. Amending the project without adjusted approval. Capital increases, land expansion, location changes or schedule extensions beyond 24 months can bring a project into approval scope (Article 102, Decree 96/2026/ND-CP).

7. Vietnamese translations inconsistent with foreign-language originals. The investor bears responsibility for discrepancies (Article 5, Decree 96/2026/ND-CP). A capital figure that differs between the English original and the Vietnamese translation can undermine the entire file's credibility.

10. Pre-filing checklist

• [ ] Screen the 20 clauses of Article 24, 2025 Investment Law — determine whether and under which clause the project falls in scope.
• [ ] Determine the approving authority: National Assembly, Prime Minister, provincial Chairperson or Management Authority (Article 25; highest-authority principle in Clause 1, Article 30, Decree 96).
• [ ] Identify the correct receiving authority: Ministry of Finance, Department of Finance or Management Authority (Clause 6, Article 32, Decree 96).
• [ ] Draft the implementation request with the cost-and-risk commitment.
• [ ] Prepare legal-status documents and at least one financial-capacity document.
• [ ] Draft the project proposal covering all content groups, with particular depth on: planning, land, environment, socio-economic effectiveness, incentives.
• [ ] Verify consistency between foreign-language originals and Vietnamese translations across the dossier.
• [ ] Use the standard forms and reports issued with Circular 55/2026/TT-BTC (replacing Circular 03/2021/TT-BKHDT from 15/5/2026); confirm the current forms with the receiving authority.
• [ ] Budget for the implementation deposit (where land allocation, lease or purpose conversion is requested).
• [ ] Map the post-approval path: investor selection (if pending), IRC application, enterprise formation (ERC).

11. Frequently asked questions

Does an FDI project inside an industrial park require investment policy approval?

Not every project inside an industrial park does. If the project falls within one of the 20 cases in Article 24 of the 2025 Investment Law (for example, Clause 14 on building and operating industrial-park infrastructure, or Clause 8 on land allocation, land lease or land-use-purpose conversion), the investor must complete the approval procedure first. For projects under the authority of the provincial People's Committee Chairperson that are implemented inside a park and conform to the approved master plan, the park Management Authority may grant the approval (Clause 4, Article 25). Projects outside Article 24 proceed directly to IRC issuance; some may register under the special investment procedure (Article 28).

How long does provincial-level investment policy approval take?

Under Clauses 7–8, Article 35 of Decree 96/2026/ND-CP, the investment registration authority has a maximum of 14 working days from receipt of a valid dossier to prepare the appraisal report for the provincial People's Committee Chairperson — the 2 days to circulate the dossier for appraisal comments and the 7 days for consulted bodies to respond (counted from receipt of the request) both fall within this 14-day window and are not cumulative; the Chairperson considers and approves within 3 working days of receiving the dossier and the appraisal report. Maximum total: 17 working days from receipt of a valid dossier. In practice it usually takes longer, given dossier preparation, supplements, and coordination with the receiving authority.

Does investment policy approval replace the Investment Registration Certificate (IRC)?

No. Policy approval is a prerequisite for projects falling under Article 24; foreign investors must still complete IRC issuance (Article 26, 2025 Investment Law). Note: the 5-working-day limit in Article 38, Decree 96/2026/ND-CP applies only in two specific configurations — (i) projects approved simultaneously with investor approval and subject to IRC issuance: the registration authority issues the IRC within 5 working days of receiving the approval decision (Clause 1); (ii) projects whose investors won the land auction or investor-selection bidding: the IRC is issued within 5 working days of the authority receiving the investor's written request (Clause 2). Outside these two cases, standard IRC issuance timelines apply.

How long is an investment policy approval decision valid?

The 2025 Investment Law and Decree 96/2026/ND-CP do not set a single uniform validity period for all decisions. Continued implementation depends on compliance with the approved objectives, timeline and content, together with the grounds for suspension and termination in Articles 35 and 36 of the 2025 Investment Law. For project-specific confirmation, review the decision itself and consult counsel.

Must a project approved under the 2020 Investment Law seek approval again?

No. Under Article 101 of Decree 96/2026/ND-CP, projects implemented before the 2025 Investment Law took effect (1 March 2026) continue under their existing papers without re-applying for policy approval, except where project amendments fall within the cases in Article 102.

A foreign investor is acquiring a project that already has policy approval. What applies?

The new investor succeeds to the project's rights and obligations through the project-transfer procedure and must satisfy the conditions applicable to it, including market-access conditions for foreign investors. Where amendments fall within Article 102 of Decree 96/2026/ND-CP, the project must complete the investment policy approval (or approval-adjustment) procedure.

12. When to engage counsel

Policy approval is a procedure where "right the first time" costs far less than fixing mistakes later: a returned file at Prime Minister level can delay a project by 3–6 months; a project implemented without required approval can be suspended or terminated. Engage counsel when:

• The project is borderline — uncertain whether it falls under Article 24 (particularly Clauses 8, 11 and 19 on land and the open clause);
• The project involves complex factors: resettlement; cultural heritage; national defence/security areas; forest or paddy-land conversion;
• The project spans provinces or straddles park boundaries — the receiving authority and coordination mechanism need pinning down;
• The dossier includes foreign documents requiring translation, legalization and legal-consistency assurance;
• Special mechanisms, policies or investment incentives need to be negotiated into the approval decision.

FLAT LAW FIRM accompanies foreign investors through the entire policy approval process: eligibility screening, dossier preparation, liaison with receiving authorities, and progress tracking through to the decision. Contact our hotline 0988424851 for advice on your specific project.

References

1. Investment Law No. 143/2025/QH15 dated 11 December 2025, effective 1 March 2026.
2. Decree No. 96/2026/ND-CP dated 31 March 2026 detailing and guiding implementation of the Investment Law.
3. Decree No. 19/2026/ND-CP dated 14 January 2026 on appraisal procedures for projects of national importance (as amended by Article 99 of Decree No. 96/2026/ND-CP).
4. Official Letter No. 2519/BTC-PC dated 4 March 2026 of the Ministry of Finance on implementing the 2025 Investment Law.
5. Circular No. 55/2026/TT-BTC dated 15 May 2026 prescribing standard forms and reports for investment activities in Vietnam and investment promotion (effective from signing; replacing Circular 03/2021/TT-BKHDT, Circular 25/2023/TT-BKHDT and Circular 06/2025/TT-BKHDT).
6. Circular No. 38/2026/TT-BTC prescribing standard forms and reports for outbound investment (effective 15/4/2026; replacing the outbound-investment portion of Circular 03/2021/TT-BKHDT).