Investment policy approval in Vietnam: which projects need it, who decides and the procedure

What is investment policy approval in Vietnam under the 2025 Investment Law?

Investment policy approval is the decision of a state body on the core content of a project before the investor carries it out. Investment Law 143/2025/QH15, in force from 1 March 2026, defines it in Clause 1, Article 3 (our legal-document summary calls it in-principle approval). The competent body approves:

• the project's objectives, location, scale, schedule and duration;
• the investor, or the method of selecting the investor (auction of land use rights, tender, or investor approval);
• any special mechanism or policy.

For a project in scope the approval must be obtained before the project is carried out (Clause 1, Article 29), and a domestic investor starts implementation only after approval (Clause 3, Article 26). Once approved, the investor must comply with the approval document throughout implementation (Clause 3, Article 29).

Terminology. Practitioners say "apply for investment policy". The text speaks of "approving investment policy" and calls the result the Decision approving investment policy. The Law also says that when another document refers to a "decision on investment policy" under the Investment Law, it is read as policy approval under this Law (Clause 6, Article 51).

As of 3 October 2026, LexData has found no instrument amending Articles 24 or 25 of Law 143/2025/QH15 or Articles 30 to 35 of Decree 96/2026/ND-CP. Law 24/2026/QH16 amends the Investment Law but only Article 6 and Appendix IV on conditional business lines. The Government may still add cases (point d, Clause 8 and Clause 19, Article 24), so check again before filing.

How does investment policy approval in Vietnam differ from the IRC and from public investment?

Three concepts are often mixed in search results. The first two sit in the Investment Law; the third belongs to another law.

That gives four combinations: both approval and IRC (a foreign investor's project on the Article 24 list), IRC only (a foreign investor's project off the list), approval only (a domestic investor's project on the list) and neither. For the IRC itself and the order of obtaining the IRC and the ERC, see the investment registration certificate (IRC) in Vietnam.

Public investment and PPP. The authority, order and procedure of public investment follow the Law on Public Investment, and the authority, order and procedure for investing in and carrying out projects under the public-private partnership (PPP) method follow the PPP law (points a and b, Clause 3, Article 4 of the Investment Law). A "decision on investment policy" for a public-investment or PPP project is therefore a different procedure, and this entry does not cover it. The procedure here applies to an investor's business investment project that is neither public investment nor PPP.

Which projects need investment policy approval in Vietnam, and who decides?

Article 24 of the Investment Law lists 20 groups of projects; Article 25 allocates the decision. The table groups them by decision-maker.

Three points on reading the table:

• A project with elements at several levels. The highest competent authority approves the whole project (Clause 1, Article 30 of Decree 96/2026/ND-CP).
• Land is the most common trigger. Clause 8, Article 24 applies when the investor asks the State to allocate or lease land without an auction or tender, or asks to change the land use purpose. Clause 2, Article 35 of Decree 96 narrows it: allocation or lease to households and individuals counts only where a provincial People's Committee approval document is required; the allocation or lease must be one that is "not a case of receiving a transfer of land use rights or assets attached to land" (point c, whose meaning is unclear, so ask the investment registration body); and a change of purpose counts only where a permission document is required, except for households and individuals who do not need provincial approval. A change of purpose is covered only where the investor is already the land user, not where land is allocated or leased through an auction or tender (Clause 3, Article 35).
• No capital threshold, and nationality rarely matters. Article 24 defines scope by purpose, location, type of land and thresholds of land or forest area, number of people resettled and cargo terminal capacity; the investor's nationality appears only in Clause 7.

Which projects do not need investment policy approval?

A project outside Article 24 needs no policy approval. A foreign investor then needs only an IRC (Clause 3, Article 39 of Decree 96/2026/ND-CP), while a domestic investor does not have to hold an IRC (point a, Clause 2, Article 26). Specific cases:

• Exceptions inside Clause 8, Article 24. The approval does not apply to projects of individuals where the land lease or change of purpose under land law does not need a provincial People's Committee approval document; infrastructure of industrial clusters; mineral projects subject to auction or serving emergency works; and other projects the Government specifies (points a to d). Decree 96 adds power projects that the electricity legislation does not subject to this procedure (point b, Clause 4, Article 35).
• Special investment procedure. An investor may choose to register under Article 28 for a project in an industrial park, export processing zone, hi-tech park, concentrated digital technology zone, free trade zone, international financial centre or functional area of an economic zone, except projects the Government requires to obtain policy approval. A project registered this way skips policy approval; in return the investor gives a written undertaking to meet the standards and files a notice before construction starts (Clauses 1, 2 and 3, Article 28). Decree 96 excludes from this route the projects in Clauses 5, 6, 11, 12, 13, 15, 16, 17, 18 and 20 of Article 24 carried out in economic zones or free trade zones, and the infrastructure projects in Clause 14 of Article 24 (Clause 1, Article 46). See our guide to the special investment procedure.
• Only one qualifying investor. For a project that must announce information and determine the number of interested investors under the procurement law, if only one investor registers and qualifies, the investor-approval procedure applies without policy approval (Clause 3, Article 30 of Decree 96).

How does investment policy approval in Vietnam differ from the 2020 law as amended?

LexData compared Articles 24 and 25 of Law 143/2025/QH15 with Articles 30, 31 and 32 of the Law on Investment 61/2020/QH14 as amended, using consolidated text 134/VBHN-VPQH of 4 September 2025 issued by the Office of the National Assembly (the 2020 Law had been amended by 14 laws before it ceased to apply, Clause 4, Article 51 of the 2025 Law). One point first: many changes that guides attribute to the 2025 Law actually happened earlier. According to the footnotes of the consolidated text, Law 57/2024/QH15 (in force 15 January 2025) and Law 90/2025/QH15 (in force 1 July 2025) removed from Article 31 (Prime Minister) the groups for resettlement of 10,000/20,000 people, airports, new airlines, seaports, oil and gas processing, industrial park infrastructure, housing and urban areas by the 50 ha/100 ha or population thresholds, and multi-province projects. Those groups moved to Article 32 (provincial People's Committee); multi-province projects follow the Government's rules (Clause 1a, Article 32). Law 90/2025 also moved nuclear power plants from Article 30 (National Assembly) to Article 31 (Prime Minister). The 50 ha/100 ha housing thresholds and the VND 2,300 billion threshold for class I seaports in the original 2020 text were therefore gone before the 2025 Law took effect.

Against the 2020 Law as amended, the real changes made by the 2025 Law to Articles 24 and 25 are:

• The National Assembly keeps one group. Forest conversion, rice land and resettlement of 20,000/50,000 people used to belong to the Assembly (Article 30 of the consolidated text); they now belong to the Prime Minister (points a and b, Clause 2, Article 25). The Assembly is left with projects needing a special mechanism or policy (Clause 1, Article 25).
• Foreign investors in border, coastal and island areas. Point d, Clause 1, Article 32 of the old law gave the provincial People's Committee projects of foreign investors in these areas. The 2025 Law switches to a land test: a request for land allocation, lease or change of purpose in an area affecting defence or security, for any investor (Clause 9, Article 24). Those areas still include islands, border communes, wards and special zones, coastal communes and wards, and other areas such as defence works and guarded sites (Clauses 7 and 8, Article 2 of Decree 96).
• Land received by transfer. Point a, Clause 1, Article 32 of the old law read "land allocation or lease without auction or tender, or receipt of a transfer"; Clause 8, Article 24 no longer contains the words "or receipt of a transfer". The texts do not explain the effect on a project that buys land, so ask the investment registration body.
• Housing and urban areas. Point b, Clause 1, Article 32, as amended, covered projects of any size; Clause 11, Article 24 ties the group to cases where the investor holds land use rights through an agreement to receive them or already holds them.

For dossiers filed from 1 March 2026 use Articles 24 and 25 of the 2025 Law; many online guides still quote the thresholds of the original 2020 text.

Procedure for investment policy approval in Vietnam: dossier, filing office and time limits

The dossier. Article 32 of Decree 96 sets two kinds: a dossier proposed by the investor (Clause 1) and one prepared by the competent state body (Clause 2). Auction of land use rights and tender for investors take place after policy approval (Clause 2, Article 23 of the Investment Law), so where no investor has yet been chosen the dossier is usually prepared by the state body (Clause 5, Article 32). The investor's dossier contains (Clause 1, Article 32):

1. a written request to carry out the project, with an undertaking to bear all costs and risks if it is not approved;
2. documents on the investor's legal status;
3. proof of financial capacity (at least one of financial statements for the last two years, a financial support commitment from the parent company or a financial institution, a guarantee, or other proof);
4. a project proposal (or a pre-feasibility study where other law requires one);
5. documents on the right to use the site, if no State land allocation, lease or change of purpose is requested;
6. a technology explanation (if any), the BCC contract (if any) and other documents required by law.

On handling: the dossier is in Vietnamese and foreign-language documents come with a Vietnamese translation (Article 5 of Decree 96); the receiving body may ask for supplements only once, in writing (point d, Clause 1, Article 6); time spent supplementing or explaining does not count toward the processing period (point e, Clause 1, Article 6); a consulted body that does not reply in time is deemed to agree (point b, Clause 6, Article 6).

Where to file (Clause 6, Article 32): the Ministry of Finance for projects decided by the National Assembly or Prime Minister; the Department of Finance for projects decided by the provincial chairperson outside zones; the zone management board for projects in its zone within its authority. For a project located both inside and outside zones, the place where the investor has or plans its executive office decides the filing office (point d, Clause 6, Article 32).

Decree 96 and Decree 19/2026 set no period for the Assembly's own consideration, so real timing follows the session calendar. For a project approved together with an investor without auction or tender (points c and d, Clause 6, Article 30), if two or more investors file valid dossiers for the same site within 10 working days (Prime Minister level) or 7 working days (provincial level) of the first valid dossier, the process moves to selecting the investor under the procurement law; if only one valid investor remains, no tender is held and the investor is approved instead (Article 33 of Decree 96).

Investment policy approval in Vietnam for foreign investors and market access

For a foreign investor, policy approval is one of three separate controls:

1. Market access conditions (Article 8 of the Investment Law): a foreign investor gets the same market access conditions as a domestic investor, except in sectors on the list of restricted market access (not yet accessible, or accessible with conditions). See the FDI company in Vietnam and conditional business lines in Vietnam entries.
2. Policy approval, if the project is on the Article 24 list.
3. The IRC, always mandatory for a foreign investor's project (point a, Clause 1, Article 26). The project is carried out after policy approval (if in scope) and the IRC (Clauses 1 and 2, Article 29).

Policy approval does not mean market access conditions are automatically met. Decree 96 puts the assessment of market access conditions into the appraisal when policy approval is given together with investor approval (point c, Clause 8, Article 32). The appraisal list for policy approval without investor selection (Clause 7, Article 32) has no such item, and Decree 96 does not say which step checks market access for a project that receives policy approval only: point dd, Clause 3, Article 39 applies only to projects outside the approval list, while Article 38 issues the IRC on the basis of the approval decision. The safe reading: check Appendix I of Decree 96 at the start, not after the policy step.

Company formation and the approval. A company formed before the IRC procedure must complete the IRC procedure within 12 months of formation (Clause 4, Article 72 of Decree 96) and must meet market access conditions at formation (Clause 2, Article 19 of the Investment Law). For a project in the policy approval scope, the IRC is issued only after the approval decision (Article 38), so the 12-month period can run out before approval is finished if the company is formed too early. See the IRC entry and the service on company formation in Vietnam for foreign investors.

After approval: adjustment, transfer and termination

Adjustment. Amending the approval is required when the investor changes or adds content or objectives in the approval scope; changes the land area as the Government prescribes (more than 10% or more than 30 ha for projects requesting land allocation or lease without auction or tender: point b, Clause 3, Article 51 of Decree 96) or the location; extends the schedule by more than 24 months; adjusts the project duration; or changes the investor of a project approved together with its investor before operation (Clause 3, Article 33 of the Investment Law). The schedule may not slip more than 24 months beyond the first approval, except in the cases of Clause 4, Article 33: force majeure; late land allocation, lease or change of purpose; at the request of, or delay by, a state body; a planning change by the State; a change or addition of objectives in the approval scope; an increase of total investment capital of 20% or more that changes the project's scale; and other cases the Government specifies. If an adjustment turns a project into one that needs approval, approval must be obtained before the adjustment (Clause 6, Article 33). See the service on amending the IRC.

Transfer (Article 34 of the Investment Law; for company acquisitions see what is M&A in Vietnam). The conditions for a transfer include "the conditions stated in the investment policy approval document or the IRC" (point d, Clause 1, Article 34), so read the approval carefully. The project adjustment procedure applies only to a project whose investor was approved under Article 23 or which holds an IRC (point a, Clause 2, Article 34); other projects are transferred under civil, enterprise and real estate business law (point b, Clause 2). For the first group Decree 96 distinguishes: a project with policy approval that is already operating needs no policy amendment on transfer (Clause 10, Article 57); a full transfer, before operation, of a project approved together with its investor, or a transfer that changes approved content under points a to d, Clause 3, Article 33, needs the policy amended (Clauses 6 and 7); a transfer that does not change that content, where an investor approval decision exists, amends the investor approval decision (Clause 8); a project with an IRC that is outside Clause 3, Article 33 only amends the IRC (Clause 11). A foreign transferee must meet the conditions in Clause 2, Article 21. See the service on transferring an investment project and what is due diligence in Vietnam.

Suspension and termination. Failing to follow the approval can lead to suspension if the investor has been fined or formally warned but continues, except for delay against schedule alone (point dd, Clause 2, Article 35); a project may be terminated 24 months after the schedule for its objectives ended if they are still not met (point b, Clause 2, Article 36), and for a project in scope only after hearing the approving body (Clause 3, Article 36).

Investment policy approval checklist

1. Establish whether the project asks the State to allocate or lease land without auction or tender, or to change land use purpose (Clause 8, Article 24; Clause 2, Article 35 of Decree 96); if you are leasing a factory or land from an infrastructure developer, ask the investment registration body whether it treats that as a request for State land allocation or lease.
2. Check the site against areas affecting defence or security (Clause 9, Article 24; Clauses 7 and 8, Article 2 of Decree 96: islands, border communes, wards and special zones, coastal communes and wards, and other areas).
3. Check sector and scale against the remaining groups of Article 24, then identify the decision-maker (Article 25) and the filing office (Clause 6, Article 32 of Decree 96).
4. For a foreign investor: check market access conditions before preparing the dossier, then plan the IRC and ERC, remembering the 12-month limit if the company is formed first (Clause 4, Article 72 of Decree 96).
5. Prepare the dossier under Clause 1, Article 32, with a realistic schedule (24-month cap on changes, Clause 4, Article 33).
6. After the decision, file for the IRC (if required) and track the conditions in the decision.

Common mistakes

• Assuming every FDI project needs policy approval. Article 24 has one group tied to foreign investors (Clause 7); the rest turn on land, location and sector.
• Applying 2020 Law thresholds. The 50 ha/100 ha housing thresholds and the VND 2,300 billion port threshold were repealed before 1 March 2026.
• Confusing approval with the IRC, or assuming an IRC is enough for a project that asks for land without auction.
• Forming the company before the approval timetable is clear, then possibly running out the 12 months for the IRC (Decree 96 does not state a specific consequence).