The Law on Investment 2025 (No. 143/2025/QH15, effective 1 March 2026) replaces the Law on Investment 2020 (No. 61/2020/QH14 — expired 1 March 2026). The operation duration of an investment project — a decisive factor in long-term financial planning — is governed by Article 31 of the 2025 Law (inheriting Article 44 of the 2020 Law, now expired). This article systematizes four new points and two unchanged points, based on legal instruments in force as of 14 October 2026.
1. Duration caps unchanged; expanded group allowed beyond 50 years (31.1, 31.2)
Article 31.1: projects in economic zones — operation duration not exceeding 70 years. Article 31.2: projects outside economic zones — not exceeding 50 years. The general caps are NOT extended — unchanged from the 2020 Law (expired).
The novelty is the expanded group of projects allowed to exceed 50 years (up to 70 years): besides projects in areas with difficult/extremely difficult socio-economic conditions and large-capital projects with slow capital recovery, the 2025 Law adds two new groups:
- infrastructure construction and business projects in high-tech zones, high-tech industrial parks, and concentrated digital technology zones;
- projects eligible for special investment incentives and support (Clause 2, Article 17 of the 2025 Law).
2. The core novelty: mid-term duration adjustment up OR down (31.4)
Clause 4, Article 31 is an entirely new rule: during project implementation, the investor may adjust the operation duration upward or downward (the adjusted duration must not exceed the caps in clauses 31.1–31.2). Under the 2020 Law (expired), at statutory level the investor could only extend upon expiry.
In practice: investors no longer have to wait until expiry to address duration — they can proactively shorten it when planning an early exit, or lengthen it when more time is needed for capital recovery. Note: duration adjustment is simultaneously one of the 05 cases requiring investment policy adjustment approval (Article 33 of the 2025 Law) — flexibility comes with a control procedure; it is not automatic.
3. Expanded “excluded time” not counted toward duration (31.3)
Clause 3, Article 31 provides: delays caused by the cases in points a, b, c, d, g of clause 4, Article 33 (force majeure and objective cases) are NOT counted toward the project operation duration and implementation schedule. Under the 2020 Law (expired), the exclusion was narrower — only the time the State was late in handing over land. The new rule better protects investors against risks beyond their control.
4. Extension upon expiry (31.5): the two exclusion cases are inherited
Upon expiry, an investor wishing to continue and satisfying conditions may be considered for extension; each extension must not exceed the caps in clauses 1 and 2 (the law sets no limit on the number of extensions). Two cases are NOT eligible for extension: (a) projects using backward technology, posing environmental pollution risks, or being resource-intensive; (b) projects where the investor must transfer assets to the Vietnamese State or Vietnamese party without compensation.
Note: these two exclusion cases are INHERITED from Article 44.4 of the 2020 Law (expired) — not new points of the 2025 Law.
5. New point unlocking the M&A bottleneck: re-determining duration upon project transfer (52.6)
Clause 6, Article 52 (transitional provisions) unlocks a major bottleneck in project mergers and acquisitions: for a transferred project already under implementation, already granted a land use right certificate, having fulfilled land financial obligations, and not subject to termination (Article 36), where the remaining operation duration does not meet the transferee’s financial/business plan — the competent authority shall consider and re-determine the operation duration when approving/adjusting the investment policy or issuing/adjusting the Investment Registration Certificate. The new duration runs from the decision date and must not exceed the 31.1–31.2 caps.
In practice: buyers are no longer “stuck” with the seller’s overly short remaining duration when pricing a deal — the duration can be re-determined to fit the new financial plan.
6. Summary comparison table
| Item | 2020 Law (expired) | 2025 Law (current) |
|---|---|---|
| Duration caps | EZ ≤70 years; outside EZ ≤50 years | Unchanged |
| Group allowed beyond 50 years (≤70) | Difficult areas; large slow-recovery capital | Added: high-tech zone/digital zone infrastructure; special-incentive projects (Art. 17.2) |
| Duration adjustment | Extension only upon expiry | Mid-term adjustment up OR down allowed (31.4) — but requires policy adjustment approval (Art. 33) |
| “Excluded time” | Only State’s late land handover | Expanded to force majeure/objective cases (31.3) |
| Extension | Two exclusion cases | Same two exclusion cases kept (inherited, not new) |
| Project transfer | No re-determination mechanism | Duration re-determined where remaining term fails the financial plan (52.6) |
Frequently asked questions
Did the 2025 Law extend project duration caps?
No — the 70-year (economic zones) and 50-year (outside economic zones) caps are unchanged. The novelty is the expanded group of projects allowed to exceed 50 years up to 70 years.
Can I extend the duration while the project is running?
Yes — Clause 4, Article 31 allows upward or downward adjustment during implementation (no need to wait for expiry), but it is one of the 05 cases requiring investment policy adjustment approval (Article 33).
How is duration handled when buying an ongoing project?
Under Clause 6, Article 52, if the remaining duration does not meet the transferee’s financial/business plan, the competent authority considers re-determining the duration when approving/adjusting the policy or issuing/adjusting the IRC — running from the decision date, within the 70/50-year caps.
References
- Law on Investment No. 143/2025/QH15 (effective 1 March 2026)
- Decree No. 96/2026/ND-CP (effective 31 March 2026) — detailing Article 31
- Law on Investment No. 61/2020/QH14 (expired 1 March 2026 — cited for comparison only)
Note: This article was compiled and quality-checked by the FLAW AI Legal Council — an AI panel with the judgment of 30-year lawyers — based on legal provisions in force as of the publication date. The content is general information only and does not replace legal advice for your specific situation.
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