The deposit (escrow) securing project implementation is a financial obligation many investors must fulfil when implementing land-using projects or projects subject to schedule guarantees. In 2026, the deposit regime is governed by the Law on Investment 143/2025/QH15 (Article 30) with detailed guidance in Decree 96/2026/ND-CP (Articles 26–27). This article provides an overall guide to deposit levels, the form of implementation, and procedures under the current instruments.
Legal framework: Article 30 of the Law on Investment 143/2025
Article 30 of the Law on Investment 143/2025/QH15 sets the framework for deposits securing project implementation: investors must place a deposit to guarantee implementation in prescribed cases, with the deposit level, form, timing and procedures detailed by the Government. This is the State’s tool to ensure investors seriously implement projects on the committed schedule, limiting “land banking” and delayed implementation.
Implementation details are prescribed in Articles 26 and 27 of Decree 96/2026/ND-CP, covering the progressive deposit rates by capital scale, the form of deposit, and the complete procedural cycle.
Progressive deposit rates of 3% – 2% – 1%
The key financial point investors must factor in from the planning stage: the deposit is calculated on a progressive basis according to the project’s investment capital, with thresholds at VND 300 billion and VND 1,000 billion:
- 3% applies to the capital portion up to VND 300 billion;
- 2% applies to the capital portion from above VND 300 billion to VND 1,000 billion;
- 1% applies to the capital portion above VND 1,000 billion.
Illustration of the progressive calculation: a project with VND 1,200 billion in investment capital would deposit 3% × 300 billion + 2% × 700 billion + 1% × 200 billion. Under this progressive mechanism, the larger the project, the lower the average deposit ratio on total capital — consistent with the logic of encouraging large-scale projects. Investors should consult the full text of Article 26 to determine precisely which “investment capital” figure serves as the calculation base (total registered capital, implemented capital, etc.) in each case.
Form: written agreement, not a simple cash payment
A commonly misunderstood point: placing a deposit does not mean simply paying cash to a state agency. Under Articles 26–27 of Decree 96/2026, the deposit is implemented through a written agreement between the investor and the investment registration agency. This agreement determines:
- The specific deposit amount (or secured asset value) for the project;
- The timing, method of payment and management of the deposit;
- The conditions for refund, adjustment or forfeiture of the deposit when the project proceeds on schedule, falls behind schedule, or terminates;
- The rights and obligations of the parties during performance of the agreement.
As a bilateral agreement with legal effect, investors should carefully review each clause before signing — particularly the refund conditions and the circumstances triggering deposit forfeiture upon schedule delays.
Procedures under Articles 26–27 of Decree 96/2026
Articles 26 and 27 of Decree 96/2026 prescribe the full set of 14 procedural clauses on deposits, covering the entire lifecycle of this obligation: from identifying projects subject to deposit, calculating the deposit level, signing the written agreement with the investment registration agency, placing the deposit, monitoring project progress, through to refund, adjustment or forfeiture upon schedule violations or project completion.
In practice, investors should note the key milestones:
- Before signing the agreement: prepare documents proving financial capacity, the land-use plan and the project implementation schedule — the basis for the investment registration agency to determine the deposit level;
- When signing: clearly agree on the payment timing, the deposit management method and the refund conditions;
- During implementation: adhere to the committed schedule; if delays are likely, proactively engage the investment registration agency to handle the matter under the agreement rather than letting a violation arise;
- Upon fulfilling obligations: complete the deposit refund procedures under the agreement and Articles 26–27.
Distinguishing bank guarantees in lieu of deposit
In practice, the law allows investors to use a bank guarantee instead of a cash deposit in certain cases. However, this is a separate legal question (conditions, procedures and validity of substitute guarantees) — this article focuses on the overall deposit regime; investors wishing to use a substitute guarantee should consult the specialized guarantee provisions additionally.
Frequently asked questions
How is the deposit level calculated?
The deposit is calculated progressively on investment capital: 3% on the portion up to VND 300 billion, 2% on the portion from above VND 300 billion to VND 1,000 billion, and 1% on the portion above VND 1,000 billion, under Article 26 of Decree 96/2026.
Is the deposit a cash payment to the State?
Not exactly. The deposit is implemented through a written agreement with the investment registration agency, determining the amount, timing, management method and the conditions for refund or forfeiture.
When is the deposit refunded?
Refund conditions and procedures are set out in the deposit agreement and in Articles 26–27 of Decree 96/2026, linked to the investor’s compliance with the project schedule and obligations.
How is the deposit handled if the project falls behind schedule?
Forfeiture upon delay follows the agreed written terms and Articles 26–27. Investors at risk of delay should proactively engage the investment registration agency early.
Legal basis
- Law on Investment 143/2025/QH15 — Article 30 (deposit framework securing project implementation);
- Decree 96/2026/ND-CP — Articles 26 and 27 (progressive 3%/2%/1% rates, written agreement, 14 procedural clauses).
Need to calculate the deposit level or review a deposit agreement for an investment project? Contact the FLAT Law Firm team via our contact page for detailed advice.
Transparency note: This article was drafted by AI and quality-checked by the FLAW AI Legal Council system; its content has not been reviewed by a licensed human lawyer. The information is for general reference only and does not replace legal advice for a specific case.