VIETNAM Law and Practice Contributed by: Ngoc Luong Trinh, Tung Nguyen, Hanh Vo, Esko Cate, Nguyen Dang, Khanh Le, Hoang Nguyen and Truc Ta, VILAF
2.2 Procedure to Obtain Approval and Sanctions for Non-Compliance IPA Projects subject to IPA are generally implemented through a two-step process: The first step is obtaining the IPA. IPA applications are submitted to: • the Ministry of Finance, for projects subject to approval by the National Assembly or the Prime Minister; • the provincial Department of Finance (“DOF”), for projects outside special-purpose zones; or • the Management Board of industrial parks or economic zones, depending on project nature and scale (Articles 24 and 25 of the Law on Investment 2025). The second step requires obtaining the IRC, following issuance of the IPA. The statutory timeline is as follows. • IPA issuance: (a) National Assembly approvals depend on the legislative session schedule and applications are generally required at least 60 days before the relevant session; (b) Prime Minister approvals: at least 38 working days; and (c) Provincial People’s Committee approvals: at least 26 working days; and • IRC issuance: following issuance of the IPA, the competent licensing authority will issue the IRC within five working days (Article 38.1 (a) of Decree No 96/2026/ND-CP). For projects in which the investor has already won an investor selection tender or a land auction, the IRC is also issued within five working days of the investor’s request being submitted (Article 38.2 of Decree No 96/2026/ND-CP). Investment activities implemented without the required IPA may be subject to administrative penal - ties, mandatory post-filing obligations and suspension of the unlawful investment project. (Article 19.3 (a) of
with the IFC development orientation under Resolu - tion No. 222/2025/QH15 and its implementing regula - tions (Article 10.1 of Resolution No 222/2025/QH15). Certain qualified institutions may obtain member rec - ognition without conducting formal member registra - tion procedures. These include: • financial institutions, investment funds or enter - prises listed in the Fortune Global 500 ranking published by Fortune Magazine at the time of reg - istration or their direct parent companies, exclud - ing entities operating in banking, securities and insurance sectors; and • domestic financial institutions ranked among the top ten enterprises by charter capital within their respective sectors, excluding banking, securities and insurance sectors (Article 10.2 (a) and Article 10.2 (b) of Resolution No 222/2025/QH15). Except for specific regulated sectors, investors must establish a legal entity as an IFC member in accord - ance with the Resolution and implementing regula - tions (Article 10.3 of Resolution No. 222/2025/QH15). Following issuance of the MRC, investment projects implemented by an IFC member are generally exempt from the IRC requirement. However, projects subject to IPA under the investment laws must still obtain the relevant IPA before implementation. In addition, pro - jects operating in conditional business sectors remain subject to applicable sector-specific operating licens - es or certificates of eligibility prior to commencement. Other sector-specific licenses may apply depending on the nature of the investment. For example, a for - eign contractor awarded a construction contract in Vietnam may obtain a construction operation license from the Ministry of Construction under the Law on Construction. In such a case, the construction opera - tion license is generally sufficient to implement the relevant bid package without requiring a separate investment license.
1169 CHAMBERS.COM
Powered by FlippingBook