Issue 131025 – Approval of investment policy (cases requiring investment policy approval; competent authorities; application dossier and contents of the investment policy appraisal; order and procedures)

Dear Valued Clients,

Decree No. 239/2025/ND-CP, issued by the Government on September 3, 2025, introduces significant amendments to the procedures for approving investment policies, particularly in decentralizing authority, simplifying documentation, and shortening processing time. These changes not only contribute to improving the investment environment but also require timely updates from investors and legal consulting organizations.

1. General provisions on investment policy approval

According to Clause 1, Article 3 of the Law on Investment 2020 as amended and supplemented in 2025 (“Law on Investment”), investment policy approval refers to the competent state authority’s decision on the objectives, location, scale, progress, and duration of the project; the investor or the method of selecting the investor; and any special mechanisms or policies (if applicable) for implementing the investment project.

Based on the scale, location, and nature of the investment project, the authority to approve the investment policy is allocated to different levels of state agencies as follows:

a. The following investment projects are subject to investment policy approval by the National Assembly (“NA”)[1]

• Investment projects that exert great effects or potentially serious effects on the environment: Projects that require repurposing of land of special-use forests, headwater protection forests or border protection forest of at least 50 hectares; of sand-fixing and windbreak coastal forests or protection forests for wave prevention of at least 500 hectares; of production forests of at least 1,000 hectares;
• Investment projects that require repurposing of land meant for wet rice cultivation during with 02 or more crops of at least 500 hectares;
• Investment projects that require relocation of 20,000 people or more in mountainous areas or 50,000 people or more in other areas;
• Investment projects that require application of a special mechanism or policy that needs to be decided by the NA.

b. The following investment projects are subject to investment policy approval by the Prime Minister (“PM”)[2]

• Investment projects regardless of capital sources in any one of the following cases: (i) Investment projects that comply with the provisions of the Law on cultural heritage, regardless of their size of land used and population, within the protected zones I and II of the monument recognized by competent authorities as a national-level monument or a special national-level monument, except protected zones I of special national-level monuments on the list of world heritage sites; (ii) Investment projects, regardless of their size of land used and population, within areas subject to developmental restrictions or historic inner areas or subregions (specified in the urban planning scheme) of special-grade cities; (iii) Investment projects which involve betting and casino services, excluding business in prize-winning electronic games for foreigners; (iv) Nuclear power plants;
• Foreign investors’ investment projects in the following fields: provision of telecommunications services with network infrastructure; afforestation; publication, press;
• Other investment projects subject to approval for their investment guidelines or subject to investment decision by the PM as prescribed by law.

c. The following investment projects are subject to investment policy approval by the provincial People’s Committee (“PC”)[3]

• Investment projects that request the State to allocate or lease out land without auction or bidding for or receipt of land use rights, and investment projects that request permission to repurpose land, except for cases of allocation, lease or permission for repurposing of land of households or individuals not subject to the written approval by the provincial PC in accordance with regulations of law on land;
• An investment project falling under the authority to grant investment policy approval of at least 02 provincial-level PC shall be subject to the Government’s regulations;
• Projects on investment in and construction of residential housing (for sale, lease or lease purchase) or urban areas, regardless of areas of land used or population size;
• Investment projects that comply with the provisions of the Law on cultural heritage, regardless of their size of land used and population, within the protected zones I and II of the monument recognized by competent authorities as a national-level monument or a special national-level monument, except protected zones I of special national-level monuments on the list of world heritage sites; investment projects, regardless of their size of land used and population, within areas subject to developmental restrictions or historic inner areas or subregions (specified in the urban planning scheme) of special-grade cities;
• Projects on investment in golf course construction and business;
• Investment projects of foreign investors and foreign-invested business organizations executed on islands or in border or coastal communes; in other areas affecting national defense and security;
• Projects on investment in construction and commercial operation of infrastructure facilities in industrial parks, export-processing zones, concentrated digital technology zones;
• Projects on investment in construction of ports, wharves of special seaports or class-I seaports;
• Investment projects that require relocation of 10.000 people or more in mountainous areas or 20.000 people or more in other areas;
• Projects on investment in and construction of: airports/aerodromes; runways of airports/aerodromes; passenger terminals of international airports; cargo terminals of airports/aerodromes with a capacity of at least 01 million tons per year;
• New investment projects on air passenger transport business;
• Investment projects on petroleum processing.

For investment projects implemented in industrial parks, export processing zones, high-tech zones, or economic zones that are consistent with the planning approved by competent authorities, the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones (“MB”) shall be responsible for investment policy approval.

2. Application for appraisal of the request for investment policy approval

The application for appraisal of the request for investment policy approval shall be prepared in accordance with clause 8, Article 1 of Decree No. 239/2025/ND-CP as follows:

a. An application for approval for investment guidelines of an investment project proposed by an investor shall comprise

• An application form for execution of the investment project, including a commitment to incur all costs and risks if the project is not approved;
• A document about the investor’s legal status;
• Document(s) proving the financial capacity of the investor including at least one of the following documents: (i) The investor’s financial statements for the last 02 years; (ii) Commitment of the parent company to provide financial support; (iii) Commitment of a financial institution to provide financial support; (iv) Guarantee for the investor’s financial capacity; (v) Other document proving the investor’s financial capacity;
• An investment project proposal mainly includes: the investor or investor selection methods, investment objectives, investment scale, investment capital and capital raising plan, location, duration and schedule of the investment project, information about current use of land in the project location and proposal for demand for land use (if any), labor demand, proposal for enjoyment of investment incentives, impacts and socio-economic efficiency of the project, preliminary assessment of environmental impact (if any) in accordance with regulations of law on environmental protection; special mechanisms and policies (if any).

If the law on construction requires formulation of a pre-feasibility study report, the investor is entitled to submit the pre-feasibility study report instead of the investment project proposal;

• If the investment project does not require the State to allocate or lease out land or to permit land repurposing, a copy of the document regarding the land use rights or other document identifying the right to use the location for execution of the investment project is required to be submitted;
• Contents of the explanation for the technology to be used in the investment project if the project requires appraisal and collection of opinions on the technology in accordance with regulations of law on technology transfer;
• The business cooperation contract if the investment project is executed under a business cooperation contract;
• Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with regulations of law (if any).

b. An application for approval for investment guidelines of an investment project prepared by a competent authority

• An application for approval for investment guidelines;
• Proposal for the investment project including the following main contents: investment objectives, investment scale, investment capital, location, duration and schedule of the investment project, impacts and socio-economic efficiency of the project; information about the current use of land in the location of the project, determination of cases of land expropriation for the project subject to land expropriation (if any), expected demand for land use (if any); preliminary assessment of environmental impact (if any) in accordance with the law on protection of the environment protection; expected method of investor selection and conditions applicable to the investor (if any); special mechanisms and policies (if any)

If the law on construction requires formulation of a pre-feasibility study report, the competent authority is entitled to use the pre-feasibility study report instead of the investment project proposal.

3. Contents of appraisal of the request for investment policy approval

a. Contents of appraisal of the request for investment policy approval[4]

• Assessment of the conformity of the investment project with relevant national planning, regional planning, provincial planning, urban planning and special economic – administrative unit planning (if any) in relation to the operating objectives and contents of the investment project proposal.

Upon assessment of the conformity of the investment project with relevant national planning, regional planning, provincial planning, urban planning, carry out assessment of the conformity of the project with objectives and orientations for development, arrangement and distribution of spaces for socio-economic activities according to the contents and/or requirements of the planning.

For urban planning, the appraisal must cover the assessment of the investment project with the zoning planning; in case the proposed project is located in an area for which a zoning planning is not required as prescribed by the law on urban planning or the zoning planning needs adjustments and is yet to be approved by a competent authority, assessment of the conformity of the project with the approved general planning shall be carried out;

• Assessment of the demand for land use which shall be appropriate to the operating objectives, scale, location and requirements of the project;
• Preliminary assessment of the socio-economic efficiency of the investment project; preliminary assessment of environmental impact (if any) in accordance with regulations of law on environmental protection;
• Assessment of investment incentives and conditions for enjoying investment incentives (if any);
• Assessment of the technology to be used in the investment project if the project requires appraisal or collection of opinions on the technology in accordance with regulations of law on technology transfer;
• Assessment of conformity of the investment project with the objectives and orientation for urban development, and residential housing development programs and plans; preliminary plan for phasing of investment with a view to synchronism assurance; preliminary structure of residential housing products and provision of land for social residential housing development;
• Assessment of the suitability of the investment project with the requirements of protecting and promoting the value of cultural heritage and the conditions prescribed by the law on cultural heritage;
• Legal bases and conditions for application of the investor selection methods.

b. Contents of appraisal of the request for both investment guideline approval and investor approval[5]

• Contents of appraisal of the request for investment policy approval;
• The ability to satisfy the conditions for land allocation or land lease in the case of land allocation or land lease without auction of the land use right or bidding for investor selection; the ability to satisfy the conditions for land repurposing if the project requires land repurposing;
• Assessment of satisfaction of market access conditions applied to foreign investors (if any);
• Other conditions applicable to the investor in accordance with relevant regulations of law;
• Legal bases and conditions for investor approval;
• Assessment of the satisfaction of conditions prescribed by the laws on construction, housing, urban development and real estate business (for housing and urban construction and real estate business investment projects).

4. Procedures for grant of investment policy approval

a. Procedures for grant of investment policy approval by NA

According to clause 10, Article 6 of Law No. 90/2025/QH15, the procedures for investment policy approval by the NA are as follows:

• The application for investment policy approval includes:
• The Government’s application form;
• The investment project proposal and relevant documents as prescribed in the Government’s regulations;
• The State Appraisal Council’s appraisal report;
• Relevant documents.
• The Ministry of Finance (“MOF”) shall report to the PM to establish a State Appraisal Council for organizing the appraisal of projects subject to investment policy approval by the NA.
• The Government and relevant authorities, organizations and individuals shall provide sufficient information and documents serving the verification; provide explanation for the issues concerning the project contents at the request of the NA’s agency in charge of the verification.
• At least 60 days before the opening of the meeting of the NA, the Government shall prepare an application for investment policy approval and submit it to the NA’s agency in charge of the verification.
• The NA shall consider passing a Resolution on grant of investment policy approval.

b. Procedures for investment guideline approval by the PM

The procedures for investment policy approval by the PM are prescribed as follows [6]:

• The application for the request for investment policy approval by the PM shall be prepared in accordance with the provisions set out in Section 2 of this article.
• The investor or competent authority shall submit 01 physical set of application for approval for investment guidelines and a file containing electronic copies of application documents to the BTC.
• Within 03 days from the receipt of the valid application, the BTC shall send it to relevant Ministries, authorities and PC of provinces where the project is executed to seek their appraisal opinions on the project’s contents under their state management.
• Within 10 days from the receipt of the request of the MOF for opinions, the consulted authorities shall give their opinions about the contents under their state management to the MOF.
• In case the project is subject to preliminary environmental impact assessment as per the law on environmental protection, the Ministry of Agriculture and Environment shall fulfill the responsibility specified in this clause for the contents of preliminary environmental impact assessment.
• Within 20 days from the receipt of the valid application, the MOF shall appraise it and prepare an appraisal report containing the contents and submit it to the PM for investment guideline approval.
• For the investment project that is subject to approval for its investment guidelines by 02 provincial PC or more and has the proposal for selection of an investor through land use right auction or bidding, the Ministry of Planning and Investment shall propose that the PC of a province presides over and cooperates with concerned authorities and local authorities in holding land use right auction or bidding for investor selection or propose that a Ministry, ministerial agency or Governmental agency presides over and cooperates with concerned authorities and local authorities in bidding to select the investor.
• Within 05 days from the receipt of the appraisal report of the MOF, the PM shall grant approval for investment guidelines.

c. Procedures for investment guideline approval by a provincial PC

Procedures for investment guideline approval by a provincial PC are as follows [7]:

• The application for investment policy approval by the PM shall be prepared in accordance with the provisions set out in Section 2 of this article.
• The investor or competent authority shall submit 01 physical set of application for approval for investment guidelines and a file containing electronic copies of application documents to the investment registration authority.
• For a project involving investment in the construction and commercial operation of an industrial park, export-processing zone, or concentrated digital technology zone, the investor or competent state authority shall submit the application to the MB, or to the Department of Finance in case such a MB has not yet been established.
• Within 02 days from the receipt of the valid application, the investment registration authority shall send it to departments and PC of the communes where the project is expected to be executed and local agencies concerned to seek their appraisal opinions on the contents under their state management. For a foreign investor’s and foreign-invested business organization’s project that is executed on an island or in a border or coastal commune, ward or commune-level town; in other areas that affect defense and security, the investment registration authority shall seek opinions of the provincial Military Command and provincial Police about the satisfaction of the requirements for assurance of national defense and security.
• Within 07 days from the receipt of the request of the investment registration authority for opinions, the consulted authorities shall give their opinions about the contents under their state management to the investment registration authority.
• In case the project is subject to preliminary environmental impact assessment as per the law on environmental protection, the provincial specialized environmental protection authority shall fulfill the responsibility specified in this clause for the contents of preliminary environmental impact assessment.
• Within 14 days from the receipt of the valid application, the investment registration authority shall prepare an appraisal report on the contents and submit it to the provincial PC.
• Within 03 days from the receipt of the application and appraisal report, the provincial PC shall consider approving investment guidelines of projects.

Regarding an investment project executed in an industrial park, export-processing zone, concentrated digital technology zone or economic zone, MB shall follow procedures for investment guideline approval as follows[8]:

• The investor or competent authority shall submit 01 physical set of application for approval for investment guidelines and a file containing electronic copies of application documents to the MB;
• Within 02 days from the receipt of the valid application, the MB shall send it to local agencies concerned to seek their appraisal opinions on the contents under their state management. For a foreign investor’s and foreign-invested business organization’s project that is executed on an island or in a border or coastal commune, ward or commune-level town; in other areas that affect defense and security, the investment registration authority shall seek opinions of the provincial Military Command and provincial Police about the satisfaction of the requirements for assurance of national defense and security;
• Within 07 days from the receipt of the request of MB for opinions, the consulted agencies shall give their opinions about the contents under their state management to the MB;
• Within 17 days from the receipt of the valid applications, the MB shall prepare an appraisal report on the contents and decision on approval for investment guidelines.

For a project which at the same time fall within the power of at least 02 provincial PC to grant approval for investment guidelines, follow the instructions below[9]:

• The investor shall choose to follow the procedures for investment guideline approval in the locality where the majority of the land area is proposed to be used or the area where the main work of the project is constructed or where most of the activities of the investment project are carried out in that locality, unless otherwise provided by law;
• The PC of the province to which the investor submits the application for approval for investment guidelines shall solicit opinions of relevant provincial PC of and consider approving the investment guidelines for the entire project upon obtaining written consents from all PC of the provinces where the project is executed;
• For the project in which investors are proposed to be selected by land use rights auction or bidding, the PC of the province where the investor proposes to execute the project shall be the agency which presides over and cooperates with relevant agencies and localities to organize the land use rights auction or bidding to select investors in accordance with the provisions of the land law and the bidding law;
• The written approval for investment guidelines shall serve the basis for localities where the project is executed to allocate land, lease land or repurpose land for the land area for project execution in that locality and to execute the project.

5. Authorities receiving applications for approval for investment guidelines

Authorities receiving applications for approval for investment guidelines consist of[10]:

• The MOF, which receives applications for approval for investment guidelines of investment projects subject to approval for their investment guidelines by the NA and the PM;
• Departments of Finance, which receive applications for approval for investment guidelines of investment projects subject to approval for their investment guidelines by provincial PC outside industrial parks, export-processing zones, concentrated digital technology zones, hi-tech zones and economic zones; investment projects executed both inside and outside industrial parks, export-processing zones, concentrated digital technology zones, hi-tech zones and economic zones; investment projects within industrial parks, export-processing zones, concentrated digital technology zones, hi-tech zones and economic zones and projects on investment in construction and commercial operation of infrastructure of industrial parks or export-processing zones in areas where MB have yet to be established or not under the management of the MB;
• MB, which receive applications for approval for investment guidelines of investment projects subject to approval for their investment guidelines by provincial PC executed inside the industrial parks, export-processing zones, concentrated digital technology zones, hi-tech zones and economic zones.

Best regards,
ENT Law LLC

[1] Article 30 Law on Investment

[2] Article 31 Law on Investment and clause 7 Article 6 Law on 90/2025/QH15

[3] Article 32 Law on Investment

[4] Clause 8 Article 1 Decree 239/2025/ND-CP

[5] Clause 8 Article 1 Decree 239/2025/ND-CP

[6] Article 32 Decree 31/2021/ND-CP and clause 9 Article 1 Decree 239/2025/ND-CP

[7] Article 33 Decree 31/2021/ND-CP and clause 10 Article 1 Decree 239/2025/ND-CP

[8] Point d clause 10 Article 1 Decree 239/2025/ND-CP

[9] Point dd clause 10 Article 1 Decree 239/2025/ND-CP

[10] Clause 8 Article 1 Decree 239/2025/ND-CP