Law Digest 2025

March

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Energy

The decree introduces changes to regulations on the DPPA mechanism, as provided below.

Expansion of participants in the DPPA mechanism

• Inclusion of additional large electricity consumers: Large electricity consumers serving electric vehicle charging businesses are now eligible to participate in the DPPA mechanism, alongside the previously eligible consumers serving production purposes.
• Removal of electricity volume and voltage requirements: The requirement for retail electricity units in authorized models (zones/clusters) to purchase at least 200,000 kWh/month and connect to a voltage level of 22kV or higher has been removed.

More flexible definition and criteria for large electricity consumers

Flexible definitions: The previous decree specifically defined large electricity consumers as those with an average consumption of 200,000 kWh/month or more. Under the new decree, large electricity consumers are defined as those with high power and electricity consumption levels, as regulated by the Minister of Industry and Trade, adapting to the development stages of the power system. This allows for more flexibility, enabling future adjustments through lower-level legal documents.

Currently, Circular No. 16/2025/TT-BCT issued on February 1, 2025 matches the previous decree, defining large electricity consumers as those consuming 200,000 kWh/month or more.

New cap on electricity purchase price

A new provision limits the electricity purchase price under the DPPA mechanism, ensuring it does not exceed the maximum price of the generation price framework for the corresponding power source type. This restriction was absent in previous regulations.

Restriction on the sale of excess electricity from rooftop solar power

Renewable energy generators with rooftop solar power systems may only sell up to 20% of their actual generated electricity surplus to EVN, power corporations, or power companies.

New features of the DPPA mechanism via the national grid

• Contractual flexibility: Previously, all contract terms were required to follow fixed templates. New provisions permit the inclusion of additional terms in power purchase agreements (“PPAs”) between renewable energy generators and:
  • EVN
  • Large electricity consumers/authorized retail electricity units in zones/clusters with power corporations or power companies
  • Renewable energy generators and large electricity consumers/authorized retail electricity units in zones/clusters.
• Expansion of electricity sellers: Electricity sellers to large consumers now include authorized and delegated entities of power corporations and power companies, in addition to power corporations, as previously stipulated.
• Percentage allocation limitation: A new requirement mandates that the total percentage of electricity output allocated by renewable energy generators to large consumers or authorized retail electricity units in zones/clusters must not exceed 100%.

Alignment with the 2024 Electricity Law

These revisions have been introduced to align with changes introduced in the 2024 Electricity Law that was issued on November 30, 2024 and became effective on February 1, 2025.

The decree covers details on the following areas:

Power development planning

• Specifies the criteria for projects to be included in national or local power development plans.
• Excludes the following:
  • Grid-connected systems at 1 kV or lower.
  • Off-grid systems for internal use (e.g. factories, farms, households).
  • Grid-connected systems not selling electricity to the national grid (e.g. rooftop solar, behind-the-meter storage systems).
• Requires that projects selling electricity to the grid comply with the relevant plans, regardless of scale.

Gas-powered electricity projects

Provisions for gas-powered projects are as follows:

• Introduction of:
  • A mechanism for transferring fuel costs in PPAs to ensure cost recovery.
  • Mandatory long-term electricity purchase obligations to enhance financial viability.
• Fuel cost recovery:
  • Applies to liquefied natural gas (“LNG”) projects initiated before January 1, 2031 and domestic gas projects initiated before January 1, 2036.
  • Fuel prices are calculated using a weighted average to reflect actual costs.
  • LNG infrastructure costs (e.g. ports, pipelines) are included in electricity prices but not duplicated in fuel costs.
• Long-term purchases:
  • Domestic gas projects: Electricity buyers (e.g. EVN) must optimize plant dispatch based on gas supply.
  • LNG projects: Guarantee a minimum of 65% of average annual production in the first 10 years to repay loans; subsequent terms are subject to negotiation.

Investor selection and bidding

• Applies to projects within power plans or with multiple interested investors.
• Includes renewable energy, thermal power, LNG, and independent grid infrastructure.
• The bidding process is carried out in two phases:
  • Phase 1: Approval of bidding policies (by the Ministry of Industry and Trade or local authorities) that detail project specifics and electricity buyers.
  • Phase 2: Conducting of public bidding under procurement laws, specifying criteria, price caps, land use, and timelines.
• Rights and obligations of investors:
  • Rights: To submit applications for investment certification and enterprise registration, and negotiate PPAs.
  • Obligations: To comply with environmental regulations, land clearance, and project schedules.
• Emergency cases:
  • Simplified procedures for urgent projects (e.g. replacing delayed projects, addressing power shortages, or meeting defense/security needs).

Additional notes

Just over two weeks after issuance of this decree, the Ministry of Industry and Trade proposed amendments to address challenges faced by gas-powered electricity projects.

• LNG projects such as Nhon Trach 3 & 4 (1,624MW) and Hiep Phuoc Phase 1 (1,200MW) are under construction and expected to begin operations in 2025. Other energy sources (e.g. LNG, pumped hydro, offshore wind) for the 2026–2030 period is currently delayed.
• The ministry proposed limiting LNG power development after 2035, transitioning to hydrogen use within 10 years of operation, aiming for most gas-powered plants to utilize hydrogen by 2050:
  • Total LNG capacity is capped at 22,524MW by 2030. Between 2032–2035, additional projects such as Long Son and Long An II will be added.
  • By 2050, the roadmap includes:
    • LNG co-fired with hydrogen (18,200–26,123MW)
    • Full conversion to hydrogen (8,576–11,325MW)
    • LNG with carbon capture and storage technology (1,887–2,269MW)

The ministry also proposed developing LNG power clusters in the North (7,900MW) at Quang Ninh, Thai Binh, Thanh Hoa, and Nghe An to optimize centralized LNG port infrastructure and reduce costs. LNG port locations will be studied under the National Energy Master Plan.

This decree will affect organizations and entities investing in and producing renewable energy electricity, new energy electricity, offshore wind power, and self-produced and self-consumed electricity.

Currently, there are no existing regulations specifically addressing the development of renewable and new energy electricity. This decree establishes a legal framework and preferential policies for these electricity projects. (Previously, there was a decree providing policy mechanisms encouraging the development of rooftop solar electricity for self-production and self-consumption, issued on October 22, 2024, which expired on March 3, 2025.) The key highlights are as follows:

Incentives for new energy electricity projects

• Exemption from marine area usage fees during the construction phase, but not exceeding three years from the date construction commences. A 50% reduction in marine area usage fees applies for nine years following the exemption period.
• Exemption from land use and lease fees during the construction phase, but not exceeding three years from the date construction commences.
• A minimum long-term contracted electricity output of 70% during the loan repayment period, but not exceeding 12 years, unless otherwise agreed upon by the investor and electricity purchaser.

Reporting obligations

Owners of renewable and new energy power plants must measure parameters such as wind direction and average wind speed (for wind power plants), or total sunshine hours and solar radiation density (for solar power plants), and record weekly electricity output at the plant. Reports must be submitted to the provincial Department of Industry and Trade by January 15 each year.

Regulations on selling excess electricity for self-produced and self-consumed systems

When selling excess electricity to the national grid, entities owning self-produced and self-consumed electricity systems may sell up to 10% of their actual generated electricity output. Rooftop solar systems may sell up to 20% of their generated electricity output.

Notification requirements

• Non-grid-connected electricity sources: Must notify the provincial Department of Industry and Trade and the local power utility about the source name, type, capacity, purpose, location, and implementation timeline.
• Grid-connected rooftop solar electricity (<100kW, household systems): Must notify the provincial Department of Industry and Trade, the local power utility, the construction management authority, and the fire prevention and control agency using Form 01.
• Grid-connected rooftop solar electricity (<1,000kW, non-excess-selling systems): Must notify the same agencies as above using Form 02.

Registration for development certification

Applicable cases:

• Rooftop solar electricity ≥1,000kW.
• Rooftop solar electricity <1,000kW, not selling excess electricity but seeking certification.
• Rooftop solar electricity <1,000kW, selling excess electricity (except households <100kW and exempt cases).

Applications must be submitted to the provincial Department of Industry and Trade and include Form 03, design drawings, and construction/fire safety/environmental documents (if applicable).

Incentive policies for offshore wind power projects

Eligibility:

• Projects approved or granted investment policy decisions before January 1, 2031.
• For projects supplying electricity to the national grid, capacity must fall within 6,000MW as approved in the power development plan.

Incentives:

• Exemption from marine area usage fees during the construction phase, but not exceeding three years from the date construction commences. A 50% reduction in marine area usage fees applies for 12 years following the exemption period.
• Exemption from land use and lease fees during the construction phase, but not exceeding three years from the date construction commences.
• A minimum long-term contracted electricity output of 80% during the loan repayment period, but not exceeding 15 years for projects selling electricity to the national grid, unless otherwise agreed upon by the investor and electricity purchaser.

Investor conditions
Investors in offshore wind power projects must meet the following requirements:

• Experience in developing at least one offshore wind power project.
• A minimum equity contribution of 15% of the project’s total investment value.
• A minimum equity-to-total project investment ratio of 20%.

For foreign investors or organizations with foreign investment capital: Additional conditions include:

• Participation of domestic enterprises holding at least 5% of the charter capital or voting shares in the project-executing entity.
• Written approval from the Ministry of National Defense, the Ministry of Public Security, and the Ministry of Foreign Affairs.
• Commitment to using domestic suppliers for workforce, goods, and services.

Commerce

Introduction of regulations on beneficial ownership

The draft law establishes a legal framework for beneficial ownership to align with Vietnam’s commitments on anti-money laundering, countering the financing of terrorism, and countering the proliferation of weapons of mass destruction.

Background and international compliance

In 2007, Vietnam joined the Asia/Pacific Group on Money Laundering and underwent evaluations based on the Financial Action Task Force standards. From March 2022 to March 2023, Vietnam attempted to address deficiencies in its anti-money laundering framework but failed to meet requirements. As a result, on June 30, 2023, the Financial Action Task Force placed Vietnam on the Grey List, mandating improvements in the legal framework and the enforcement of violations related to beneficial ownership information.

• The consequences of being grey-listed include reduced foreign direct investment (~7.6% of GDP), increased financial transaction costs, and a risk of being added to the Black List.
• The World Bank ranked Vietnam 29^th out of 50 in its Market Entry Index (October 2024), citing the absence of beneficial ownership regulations.

Need for revision

Based on the above, there was a need for a review and amendment of the Law on Enterprises to foster a favorable business environment and ensure compliance with Vietnam’s international commitments under the 2021–2025 Anti-Money Laundering Strategy.

Definition of beneficial ownership

In the draft law, a beneficial owner of a legal entity is defined as an individual who meets one or more of the following criteria:

• Directly or indirectly holds 25% or more of the charter capital.
• Directly or indirectly receives more than 25% of dividends or profits.
• Ultimately exercises control over the enterprise.

Definition of control

Control over an entity is defined as an individual, organization, or group that:

• Owns more than 50% of the charter capital or common shares.
• Has the authority to directly or indirectly appoint, dismiss, or remove the majority or all members of the board of directors, the chairperson of the members’ council, or the general director.
• Has the authority to amend the company charter.
• Has the authority to decide on significant business operations as specified in the charter.

Indirect ownership

Indirect ownership occurs when an individual or organization owns shares or capital through other entities in which they hold more than 50% of the charter capital.

Additional requirements

• Entities are required to collect, update, and store information on beneficial owners.
• Legal representatives of entities must notify and provide information on beneficial ownership.
• Beneficial owners must fulfill specific responsibilities regarding entity obligations.

Flexibility for advancing science and technology

The draft law allows public officials and managers at public science and technology organizations or public universities to contribute capital, manage, or work at entities established to commercialize research outcomes with the approval of their organizational leaders.

Amendment to streamline regulations

In line with Directive No. 119-KL/TW and prior assessments by the Ministry of Justice, the draft law has been structured to:

• Focus on regulatory principles.
• Leave detailed procedures to government decrees.

Revisions to corporate governance provisions

Several provisions related to corporate governance have been amended for clarity and practicality:

• Capital transfer in multi-member LLCs (Article 52.1.a): Clarifies the term “relatives” to avoid misinterpretations.
• Convening members’ council meetings (Article 57): Specifies procedures for convening and organizing meetings, including simplified processes for special cases.
• Reduction of charter capital in joint stock companies (Article 112.5.a): Amends regulations to address difficulties faced by inactive companies or those returning capital to preferred shareholders.
• Shareholders’ rights and responsibilities (Article 115.4): Clarifies shareholder/group obligations to provide accurate information when convening general shareholders’ meetings.
• Private bond issuance: Revises provisions to align with securities laws and protect investors.
• Supervisory Board responsibilities (Article 170.3): Removes the requirement for semi-annual financial report reviews to reduce the administrative burden, as annual reports already cover the necessary details.

Expansion of applicable entities

The decree adds to the scope foreign suppliers engaged in e-commerce, digital platforms, and other services without a permanent establishment in Vietnam who voluntarily register to use e-invoices.

New provisions on principles for issuing and using invoices

• Integration of tax and fee receipts: Allows for the integration of tax, fee, and charge receipts with e-invoices in a unified format, ensuring standardized content and format. Parties must agree and notify the tax authority using Form 01/ĐKTĐ-HĐĐT.
• Encouragement of invoice retrieval: Utilizes the invoice database for programs like lucky invoices and frequent customer rewards.

Clarification of prohibited acts

• Forging invoices or documents for illegal purposes is prohibited.
• Failing to transfer electronic data to the tax authorities as required is prohibited.

Supplementary regulations on invoice use

• Foreign suppliers: Permitted to use VAT invoices for e-commerce and digital platform business activities.
• Export processing enterprises:
  • Direct method: Use direct invoices.
  • Deduction method: Use deduction invoices.
• E-commerce invoices: Applicable for exporting goods and services abroad, provided electronic data transfer conditions are met. Otherwise, VAT or retail e-invoices must be used.

Invoices for public asset sales

There are comprehensive rules though they do not list specific types of assets.

Additional regulations on timing of invoice issuance

• For exported goods: Invoices must be issued no later than the next working day after customs clearance.
• For specific services (e.g. health insurance, lottery, casinos): Additional regulations apply.

New rules for sending invoices from POS systems

• Eligible entities: Individual businesses with annual revenue of at least VND1 billion, retail businesses, supermarkets, restaurants, hotels, passenger transportation, and entertainment services.
• Invoice content: Must include seller and buyer information (if requested), goods details, taxes, date of issuance, tax authority codes, or traceable data.
• Methods for sending invoices: Via SMS, email, QR codes, or accessible URLs.

Elimination of invoice cancellation requirement

• Replaces cancellation with adjustment or replacement of incorrect invoices.
• Detailed rules for adjustments/replacements include:
  • Issuance of one invoice for multiple erroneous invoices within the same month.
  • Prior agreement with business buyers.
  • Notification to individuals via the company website (if applicable).
  • Positive (increase) or negative (decrease) value markings.
  • Continued use of the selected method for any new errors.

This resolution lays out goals for simplifying administrative procedures for production and business activities. Key highlights are set out below.

Goals by 2025

• Reduce at least 30% of unnecessary business investment conditions, and reduce by 30% the administrative procedure processing time and compliance costs.
• Ensure 100% of business-related administrative procedures are conducted online, minimizing paperwork.
• Fully implement 100% of the decentralization plans under Decision No. 1015/QD-TTg by August 30, 2025.
• Review and simplify 100% of internal administrative procedures to align with organizational restructuring, to be completed by December 31, 2025.

Goals by 2026

• Eliminate 100% of unnecessary, conflicting, or unclear business investment conditions.
• Reduce the administrative procedure processing time and compliance costs by 50% compared to 2024 levels.
• Manage 100% of internal administrative procedures electronically.
• Ensure all information and documents need to be provided only once to administrative agencies.

Key tasks and solutions with deadlines

• Review and compile a list of administrative procedures
  • Examine legal documents to list the time and costs of complying with administrative procedures.
  • Deadline: By April 30, 2025.
• Reduce and simplify administrative procedures through technology
  • Apply technology and reuse digitized data in national databases.
  • Deadlines: Submit the 2025 plan by June 30, 2025 and the 2026 plan by June 30, 2026.
• Reorganize and streamline organizational structures
  • Review and propose procedures for reduction in cases of agency mergers or consolidation.
  • Deadline: By December 31, 2025.
• Decentralize and delegate administrative procedures
  • Implement decentralization under Decision No. 1015/QD-TTg.
  • Deadline: By September 30, 2025.
• Eliminate unreasonable business investment conditions
  • Abolish conflicting, ambiguous, or non-specific conditions.
  • Deadlines: Finalize the 2025 plan by June 30, 2025; the 2026 plan by June 30, 2026.
• Transfer licensing procedures to businesses or social organizations
  • Review and transfer procedures such as training, examination, and testing.
  • Deadlines: Finalize the 2025 plan by June 30, 2025 and the 2026 plan by June 30, 2026.
• Publish and simplify internal administrative procedures
  • Fully publish internal procedures on the National Administrative Procedure Database.
  • Deadline: By April 30, 2025.
• Complete plans for reducing internal administrative procedures
  • Implement decentralization and simplification of internal procedures among agencies.
  • Deadlines: Finalize the 2025 plan by June 30, 2025 and the 2026 plan by June 30, 2026.

February

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Energy

Key changes under the new law are as follows:

• Addition of provisions on emergency power projects and facilities: These are exempt from the procedures for approving investment policies and converting forest land use purposes to other purposes. The Prime Minister decides to approve the list of emergency power projects and facilities based on assessments and proposals from the Ministry of Industry and Trade or provincial People’s Committees (except for power projects and facilities under the National Assembly’s authority to approve investment policies).
• Addition of cases exempt from electricity activity licenses to streamline procedures, for example, organizations generating electricity and supplying it to the national grid are exempt from wholesale electricity licenses, as well as other cases not subject to the requirement of obtaining an electricity activity license under regulations (these provisions were not included previously).
• Addition of provisions on developing competitive market levels to restructure the electricity sector, reform electricity pricing mechanisms, reduce and eventually eliminate cross-subsidies between customer groups and regions. The goal is to develop an increasingly fair and transparent electricity market without discrimination.
• Addition of provisions on renewable energy and new energy electricity into the law – previously, there was only a draft decree on the development of renewable energy and new energy electricity. Accordingly, regulations on incentives and policies to encourage the development of these forms of electricity are specified.
• Addition of forward contracts – a type of contract under the form of trading through agreements between the electricity seller and buyer, which was not included in the current law. As electricity prices in the day-ahead market fluctuate rapidly with each trading cycle (currently each cycle lasts 30 minutes), forward contracts are used to establish a fixed electricity price for specific periods as agreed by both parties – to mitigate risks from price fluctuations in each trading cycle.
• Addition of more detailed regulations on electricity trading with foreign countries:
  • Allows parties to negotiate when directly connecting grids with foreign countries without going through the national grid system.
  • The imported electricity price must align with the price framework issued by the Minister of Industry and Trade.
  • The exported electricity price must: (i) not be lower than the maximum price set by the Minister of Industry and Trade for cases not involving the national grid system, and (ii) not be lower than the maximum average retail electricity price in the domestic market for cases involving the national grid system.
  • The Minister of Industry and Trade is tasked with approving policies for electricity trading with foreign countries. Recently, the Ministry of Industry and Trade officially issued Decision No. 2647/QD-BCT approving the price framework for importing electricity from Laos to Vietnam, effective from December 31, 2025; this decision specifies the import price levels for two types of power plants, namely hydropower and wind power.

The most notable provision of this decree pertains to measures ensuring the performance of electricity trading contracts, as follows:

• Responsibility of the electricity buyer to ensure contract performance:
  • Applicable scope: Applies to customers using electricity with an average consumption of 1,000,000 kWh/month or more (as per the electricity trading contract).
  • If the registered consumption is below this threshold but the actual average consumption over the most recent 12 months reaches 1,000,000 kWh/month or more, the contract must be amended or supplemented with performance assurance provisions before taking effect.
• Agreement on annual assurance value: Based on the actual average electricity consumption over the preceding 12 consecutive months.
• Contract assurance value:
  • Determined by agreement between the parties, ranging from 10 to 15 days’ worth of electricity costs.
  • Calculated based on the average monthly or 12-month electricity consumption and the normal-hour electricity price.
• Assurance measures: Specifically agreed upon in the contract, with bank guarantees being encouraged as a preferred method.

Exempted entities: Customers using electricity to serve the headquarters of state agencies, public service entities, armed forces, political organizations, and socio-political organizations are not subject to these requirements.

The main points of the plan, effective February 12, 2025, are as follows:

Specific objectives by phase:

• By 2030:
  • Pilot carbon capture projects.
  • Decommission approximately 540MW if improvements are not feasible.
  • Pilot co-firing with biomass/ammonia.
  • Increase renewable energy to 29.2-37.7% of the energy mix.
  • Achieve 8-10% energy savings.
  • Initiate the Ninh Thuận nuclear power plant.
• 2031-2040:
  • Resolutely phase out low-efficiency/old-technology coal plants.
  • Prohibit permits for new coal plants.
  • Transition to biomass/ammonia co-firing (from 20% to 100%).
  • Implement carbon capture if the pilot is successful.
  • Expand renewable energy development.
• 2041-2050:
  • By 2045: Develop 1,160MW of clean energy, convert 18,642MW to biomass/ammonia, with 6,990MW fully transitioned.
  • By 2050: Develop 3,335MW of clean energy, convert 25,632-28,832MW to biomass/ammonia, and install carbon capture systems.
• Post-2050: Eliminate the use of coal for electricity production entirely.

Key components

• Technical aspects:
  • Research co-firing with biomass/ammonia, carbon capture technologies, renewable energy industries, and grid upgrades.
• Financial aspects:
  • Utilize state budget funds.
  • Mobilize domestic and international resources (e.g. Just Energy Transition Partnership, Asia Zero Emission Community).

Encourage private sector investment.

Enterprise

The draft, which amends and supplements the current Bankruptcy Law, introduces several new provisions aimed at reforming bankruptcy procedures and business recovery for enterprises and cooperatives, addressing practical challenges.

These new provisions are grouped into the following key areas:

Court Jurisdiction Specification:

• Specialized bankruptcy courts: The draft supplements clear regulations on the authority, duties, and powers of specialized People’s Courts dedicated to handling bankruptcy cases. Previously, there were no specific provisions for such specialized courts. With the establishment of these courts, bankruptcy cases will be resolved more quickly and professionally.
• High People’s Courts and Supreme People’s Court: The draft also expands the jurisdiction of the High People’s Courts and the Supreme People’s Court in resolving bankruptcy-related cases, ensuring consistency and feasibility in adjudication.

Mediation in Recovery and Bankruptcy Procedures: A significant new feature is the addition of mediation procedures for bankruptcy cases. Mediation provides an opportunity for parties to reach a mutual agreement, potentially avoiding full bankruptcy proceedings. Mediation will take place after the court initiates recovery or bankruptcy procedures and before a decision to suspend or declare bankruptcy is issued.

Separation of Recovery and Bankruptcy Procedures:

• The draft law distinctly separates business recovery procedures from bankruptcy procedures. Previously, recovery was part of the bankruptcy process, which hindered efforts to restore business operations. The draft encourages and prioritizes recovery procedures over bankruptcy, aligning with international practice.
• New provisions on recovery procedures:
  • Additional entities entitled to file recovery requests:
  • Enterprises and cooperatives can file recovery requests themselves (via legal representatives, shareholders, or private enterprise owners).
  • Addition of negotiation procedures: Before initiating recovery proceedings, enterprises and cooperatives may negotiate with creditors. If an agreement is reached, the court will suspend the recovery process.
  • Amendments to formulating recovery plans:
  • Managers of enterprises or cooperatives are obligated to develop a business recovery plan.
  • Unsecured creditors, secured creditors, shareholders, and owners of shares or capital contributions have the right to propose recovery plans.
  • Specific duties and powers of the creditors’ conference:
  • The creditors’ conference is valid if attended by creditors representing at least 65% of the total debt of the enterprise or cooperative.
  • Resolutions are passed when creditors representing 65% or more of the total debt vote in favor.

Emergency Measures and Asset Preservation:

• Asset preservation: Temporary emergency measures will be applied to protect enterprise assets during recovery or bankruptcy. Specifically, provisions include suspending the payment of debt inconsistent with the recovery plan and suspending contributions to pension and death benefit funds for up to 12 months.
• Additional temporary emergency measures: Beyond mandating asset handover, measures may include temporarily restricting the legal representative of the enterprise or cooperative from leaving the country.

Simplified Recovery and Bankruptcy Procedures for Small and Micro Enterprises

• The draft law introduces a simplified procedure for small and micro enterprises to reduce the legal burden and cost.
• Conditions to be eligible to follow the simplified procedures:
  • Small and micro enterprises with fewer than 20 unsecured creditors or total debt under VND10 billion.
  • Enterprises with fewer than 10 creditors and fewer than 200 employees.
• Advantages of simplified recovery procedures:
  • Faster processing time (half the duration of standard procedures).
  • Fees reduced to half the standard recovery procedure fees.
  • No need to establish a Creditors’ Representative Committee or appoint an administrator.
• Simplified bankruptcy procedures:
  • Resolutions of the creditors’ conference are approved when creditors representing at least 51% of unsecured debt vote in favor.

International Bankruptcy Proceedings

• The draft law adds provisions to support cross-border bankruptcy cases, facilitating coordination between Vietnamese enterprises and international financial institutions in resolving overseas bankruptcy matters.
• Foreign requests for bankruptcy assistance: Provisions include designating a Vietnamese bankruptcy representative abroad to represent enterprises or cooperatives (in cases where there is no legal representative) in resolving asset disputes in foreign courts, participating in bankruptcy cases handled by foreign courts, and requesting foreign courts to recognize and enforce bankruptcy decisions issued by Vietnamese courts.
• Assistance with foreign bankruptcy cases:
  • Scope: Vietnamese courts will assist with foreign bankruptcy cases when:
  • A foreign court or competent authority requests assistance from a Vietnamese court to resolve a foreign bankruptcy case.
  • A foreign bankruptcy representative in Vietnam requests a Vietnamese court to recognize their authority as a creditor or debtor representative to initiate or participate in bankruptcy proceedings handled by a Vietnamese court.
  • Jurisdiction and support measures:
  • Suspension of proceedings related to the enterprise’s or cooperative’s business activities and assets being handled by administrative agencies.
  • Suspension of enforcement actions or asset auctions to preserve the enterprise’s or cooperative’s assets.
  • Freezing or seizure of the enterprise’s or cooperative’s assets.
  • Prohibiting the enterprise or cooperative from paying or disposing of its assets.
  • Other necessary measures to preserve business operations, assets, or protect creditors’ interests.

Administrative Procedure Reforms

• A key innovation in the draft law is the reform of administrative procedures by adopting an online platform. The following procedures will be conducted online, minimizing paperwork and processing time:
  • Issuance, service, notification, and submission of documents in bankruptcy cases.
  • Filing requests to initiate recovery or bankruptcy proceedings.
  • Payment of fees, advances for costs, and recovery or bankruptcy expenses.
  • Submission and delivery of documents and evidence.

Mediation sessions, complaint resolution meetings, meetings to address requests to declare transactions invalid, and creditors’ conferences.

This decree, which enters into effect on March 27, 2025, will impact credit institutions, conglomerates, state-owned corporations, parent-subsidiary companies, and multinational corporations. The key highlights are as follows:

Amendments and supplements to provisions on related parties:

• Under the current regulation in Point d, Clause 2, Article 5 of Decree 132/2020, an enterprise and an economic organization (operating under the Law on Credit Institutions) are considered related parties if the loan meets two conditions: it accounts for at least 25% of the borrowing enterprise’s owner’s equity and exceeds 50% of the total medium- and long-term debt of the borrowing enterprise. However, in practice, when an enterprise borrows from a bank, financial institution, or credit institution, and these entities do not participate in managing, controlling, contributing capital, or making decisions regarding the borrowing enterprise’s production and business activities, they should not be regarded as related parties based on the principle of “substance over form” (i.e. assessing the relationship based on its actual nature rather than its superficial appearance). Therefore, the new decree adds two exclusion cases to Point d, Clause 2, Article 5 as follows:
  They are not considered related parties if the lender/guarantor is an economic organization (operating under the Law on Credit Institutions):
  • That does not participate in managing, controlling, contributing capital, or investing in the enterprise; and
  • The enterprise is not jointly managed, controlled, capitalized, or invested in by another party.
• The addition of Point m to Clause 2, Article 5 of Decree 132/2020 introduces two new cases deemed as related party relationships:
  • A credit institution with its subsidiary or controlling company (direct control/ownership relationship)
  • A credit institution with an affiliated company of the credit institution (indirect affiliation relationship)

Amendments and supplements to the responsibilities of the State Bank:

• The addition of provisions on the responsibility of the State Bank to coordinate and provide information regarding related individuals of credit institutions (this information is used to identify affiliated companies) and information about affiliated companies of credit institutions upon request from the tax authority.

Replacement of Annex I – Information on related party relationships and transactions:

The addition of one column under the indicator “Form of related party relationship” corresponding to the addition of Point m, Clause 2, Article 5 mentioned above.

Investment

This decree sets out more expedited investment procedures under the Investment Law 2020 for certain projects. Key highlights are described below.

Scope of application:

• Projects that do not require approval of the National Assembly as stipulated in Article 30 of the Investment Law 2020.
• Projects located in industrial parks, export processing zones, high-tech zones, concentrated information technology zones, free trade zones, and functional zones within economic zones, in the following fields:
  • Investment in the construction of innovation centers and research and development centers; investment in the integrated circuit semiconductor industry, technology design, manufacturing of components, integrated electronic circuits, flexible electronics, chips, and semiconductor materials.
  • Investment in high-tech fields prioritized for development, and the production of products listed in the catalog of high-tech products encouraged for development under the Prime Minister’s decision.

For investment projects already received by the Management Board before January 15, 2025 but for which results have not yet been provided, investors may propose to opt for the application of the special investment procedures.

No.	Content	Regular Investment Procedure	Special Investment Procedure
1	Components of the dossier	Per Clause 1, Article 33 of the Investment Law 2020 The dossier for investment approval must include: a) A written request for implementation of the investment project, including a commitment to bear all costs and risks if the project is not approved. b) Documents proving the legal status of the investor. c) Documents demonstrating the financial capacity of the investor, including at least one of the following: Financial statements of the investor for the two most recent years A commitment of financial support from the parent company A commitment of financial support from a financial institution A guarantee of the investor’s financial capacity Other documents proving the investor’s financial capacity d) Investment project proposal, including the following key content: Information on the investor or the method of selecting the investor, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, implementation schedule, information on the current land use status at the project location and proposed land use demand (if any), labor demand, proposal for investment incentives, the project’s economic-social impacts and benefits, and a preliminary environmental impact assessment (if required) in accordance with environmental protection laws. In cases where the construction law requires the preparation of a pre-feasibility study report, the investor may submit the pre-feasibility study report in lieu of the investment project proposal. In cases where the investment project does not request land allocation, a land lease, or permission to change the land use purpose from the State, a copy of the land-use rights documents or other documents confirming the right to use the location for implementing the investment project must be submitted. e) Explanation of the technology used in the investment project, for projects subject to technology appraisal or consultation as required by technology transfer laws. g) BCC contract, for investment projects implemented under the Business Cooperation Contract (BCC) form. h) Other documents related to the investment project, and requirements regarding the investor’s conditions and capacity as stipulated by the law (if any).	The dossier for investment registration must include: (1) The documents specified in Points a, b, c, d, đ, g, and h of Clause 1, Article 33 of the Investment Law 2020, wherein: The written request for implementation of the investment project includes a commitment to meet the conditions, standards, and technical regulations as stipulated by the laws on construction, environmental protection, and firefighting and prevention. The investment project proposal includes the identification and forecast of environmental impacts and measures to mitigate adverse environmental impacts, replacing the preliminary environmental impact assessment. Note: The requirement for “Explanation of the technology used in the investment project for projects subject to technology consultation under technology transfer laws” is removed from the dossier components. (2) Commitment of the investor in the written request for implementation of the investment project, including the following content: a) Conditions, standards, and technical regulations relevant to the laws on construction, environmental protection, and firefighting and prevention. b) A preliminary assessment of the project’s compliance with the conditions, standards, and technical regulations specified in Point a of this clause. c) A commitment to comply with the conditions, standards, and technical regulations specified in Point a of this clause, to refrain from engaging in prohibited acts under the laws on construction, environmental protection, and firefighting and prevention, and to bear full responsibility in case of failure to fulfill the commitments as stated.
2	Authority	National Assembly, Prime Minister, Provincial People’s Committee	The Management Board of Industrial Parks, Export Processing Zones, High-Tech Zones, Economic Zones
3	Time	National Assembly: N/A Prime Minister: N/A Provincial People’s Committee: 35 days	15 days
4			Not required to carry out procedures for approving investment policies, technology appraisal, preparing environmental impact assessment reports, establishing detailed planning, obtaining construction permits, and other procedures for approval, acceptance, or permission in the fields of construction, fire prevention, and firefighting. (Expected to shorten the project implementation time by approximately 260 days).

Information Technology

This decree, which enters into effect on April 10, 2025, provides a detailed legal framework for electronic signatures and trust services, addressing legal gaps in the current Law on Electronic Transactions 2023. It specifies provisions regarding electronic signature certificates, public digital signatures, specialized secure electronic signatures, as well as business conditions and licensing procedures for trust services. The Ministry of Information and Communications (“MIC”) and the National Electronic Authentication Center (“NeAC”) play central roles in managing and overseeing the implementation. Key highlights are provided below.

Electronic Signature Certificates – The “ID Cards” of Electronic Signatures

Electronic signature certificates act as documents verifying the identity and public key of the signer. They are not signatures themselves but tools for authentication. The decree categorizes certificates into four types, with varying validity periods:

• Root digital signature certificates: Issued directly by the NeAC, these are valid for 25 years.
• Digital signature certificates for trust service providers: Used for timestamping, data message authentication, and public digital signature verification, these are valid for 5 to 10 years, depending on the type of services.
• Public digital signature certificates: Issued to subscribers (individuals/organizations), these are valid for a maximum of three years.
• Specialized electronic signature certificates: For secure specialized signatures, these are valid for 10 years.

Usage: Certificates are attached to electronic signatures when signing documents, allowing recipients to verify validity through software or systems provided by the NeAC or other certification authorities.

Specialized Secure Electronic Signatures – Internal Scope

Specialized secure electronic signatures are created by agencies or organizations that meet safety requirements under Article 22 of the Law on Electronic Transactions. These signatures are primarily used in:

• The internal operations of agencies/organizations.
• Transactions in specific sectors (e.g. healthcare, banking).
• External transactions within designated functions and duties.

Certification process: Agencies/organizations submit applications (requests, legal documents, authentication regulations) to the MIC. Applications are reviewed within 20 days, with certifications valid for up to 10 years. The issuing agency is responsible for the safety and legal compliance of the signature.

Example: A hospital uses a specialized signature to sign electronic medical records within its internal system, but not for public transactions.

Public Digital Signatures – Administrative and Business Transactions

Public digital signatures are widely used in public transactions (administrative and commercial) associated with public digital signature certificates issued by trust service providers. They serve as the primary tool for activities such as tax filing, e-invoice signing, and online contracting.

Obligations:

• Signer: Must verify the certificate status using compliant software before signing.
• Recipient: Must check the certificate validity and digital signature through certification authority or NeAC systems.

Example: A company uses a public digital signature to file electronic tax declarations, attaching the certificate for verification by tax authorities.

Conditions and Procedures for Trust Service Businesses

The decree imposes stringent requirements on organizations providing trust services (timestamping, data message authentication, public digital signature certification), as follows:

• Financial: The organization must deposit a minimum of VND10 billion or have liability insurance.
• Personnel: Staff must have university degrees and at least two years of experience in IT and information security.
• Technical: The organization must be in compliance with Level 3 safety standards, data storage, and backup systems (backup centers must be at least 20 km from the main center).

Licensing procedures:

• Applications (requests, legal documents, technical plans) are submitted to the MIC or through the public service portal.
• The MIC reviews the application within 20–30 days of its submission.

Suspension/revocation of licenses:

• Suspension (of up to six months): For violations such as incorrect license content, failure to meet conditions, or non-payment of system maintenance fees.
• Revocation: For cases of dissolution, bankruptcy, non-operation for one year, or serious violations (e.g. forged documents, unresolved issues after suspension).

Roles of the MIC and NeAC

• MIC: Manages applications, licensing, supervision, suspension/revocation of licenses, and issuance of technical standards.
• NeAC: Manages the national authentication infrastructure, issues/revokes certificates for trust service providers, and publishes information (certificate lists, status) on https://rootca.gov.vn/.

January

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Investment

This decree, effective from December 31, 2024, prioritizes projects that utilize advanced technology, new technology, high technology, clean technology, modern management practices, create high added value, are environmentally friendly, and have widespread impacts, including integration into global production and supply chains.

The investment support policies include:

• Cost support (for training, human resource development, research and development (“R&D)”, fixed asset investments, production of high-tech products, and investment in social infrastructure projects) for the following:
  • High-tech entities or those with investment projects producing products or applying high technology with a minimum capital of VND12 trillion or generating annual revenue of VND20 trillion.
  • Entities investing in chip manufacturing, integrated circuits, and artificial intelligence data centers with projects having a minimum capital of VND6 trillion or annual revenue of VND10 trillion.
  • Entities working on breakthrough technologies or products listed in the prioritized High Technology and High-Tech Product Categories (included in the list of high-tech products encouraged for development as decided by the Prime Minister) for R&D.
  • Entities with microchip design projects employing at least 300 Vietnamese engineers or managers within five years of operation in Vietnam and annually supporting the training of at least 30 high-quality engineers in the field of microchip design.
  • R&D center projects with a minimum investment scale of VND3 trillion.
• Levels of support for specific costs:
  • Up to 50% of training and human resource development costs for Vietnamese workers.
  • Up to 30% of R&D costs for expenses exceeding VND240 billion in the financial year.
  • Up to 10% of fixed asset investment costs for the original value of fixed assets exceeding VND240 billion in the financial year. However, the annual support amount must not exceed 5% of the total investment capital stated in the investment policy approval decision or investment registration certificate.
  • 5% to 3% of the added value of high-tech products in the financial year.
  • Up to 25% of investment costs for social infrastructure projects (e.g. worker housing, schools, kindergartens, healthcare facilities, cultural and sports facilities).
• Initial investment cost support for entities with R&D projects in the semiconductor and artificial intelligence industries, with support up to 50% of initial investment costs for projects that positively impact the innovation ecosystem and contribute to the development of breakthrough technologies and products for the nation.

Note: The above support levels apply to entities with no overdue tax or public financial obligations at the time of application submission.

Key updates to the Law on Investment are as follows:

• Introduction of special investment procedures: These are for specific investment projects located in industrial parks, export processing zones, high-tech parks, centralized information technology zones, free trade zones, and functional zones within economic zones. Projects implementing these procedures will not be required to complete the following:
  • Investment policy approval procedures
  • Technology appraisal
  • Environmental impact assessment reports
  • Detailed planning formulation
  • Construction permits
  • Approvals and permissions in construction, fire prevention, and firefighting

This marks a significant breakthrough and reform aimed at drastically reducing project implementation timelines.

The projects eligible for these procedures are as follows:

• Projects to construct innovation centers and R&D centers
• Investments in the semiconductor integrated circuit industry, technology design, manufacturing of components, integrated electronic circuits, flexible electronics, chips, and semiconductor materials
• Investments in high-tech fields prioritized for development or production of products included in the list of high-tech products encouraged for development as decided by the Prime Minister

• Additional grounds for termination of investment projects: Aside from the current grounds for termination of a project by the investment registration agencies, the following reason has been added: If, after 24 months from the deadline for achieving the objectives of the investment project or its stages (if applicable), as stated in the investment policy approval document, investment registration certificate, or their amended approvals, the investor has not fulfilled the objectives and is not eligible for an extension of the timeline under the regulations. This reform aims to streamline administrative processes, attract high-tech investments, and enforce project accountability.

Banking and Finance

The rules under the circular, which takes effect on April 1, 2025, will significantly affect credit institutions, foreign bank branches in Vietnam (“domestic banks”), and real estate businesses investing in future housing projects.

Key updates:

• Removal of conditions for housing guarantees: The condition for commercial banks to be authorized to provide housing guarantees for future housing projects has been removed. The requirement for the State Bank to publicly disclose the list of commercial banks providing these guarantees has also been abolished.
• Foreign bank branches authorized to provide housing guarantees: Foreign bank branches are now allowed to provide guarantees for future housing projects, aligning with the provisions of Article 26, Clause 1 of the 2023 Law on Real Estate Businesses.
• Introduction of the concept of a commitment letter to issue a housing guarantee for future housing projects: Specific regulations have been outlined regarding the content and duration of this letter, providing a legal framework and specific guidelines for domestic banks to follow.
  • The circular requires the guarantor to issue a commitment letter for the project developer, who then provides a copy to the buyer when signing a housing purchase or lease-purchase contract.
• Changes in customer documentation requirements: The circular adds provisions for the documentation required when requesting a guarantee for customers with a total credit balance at a domestic bank (including the amount requested for the guarantee) that is greater than or equal to 0.1% of the bank’s equity capital.

These changes aim to streamline the process and ensure that all parties involved in providing guarantees, especially for real estate projects, adhere to a more transparent and standardized framework, minimizing potential risks for financial institutions.

Natural Resources and the Environment

The Prime Minister approved the development plan for a carbon market in Vietnam to reduce greenhouse gas emissions, promote a green transition, enhance business competitiveness, and work towards the goal of net-zero emissions by 2050. This decision aims to establish a robust framework to reduce carbon emissions and foster a green economy in Vietnam, contributing to global climate goals.

• Objectives for 2025:
  • To establish the legal framework for trading greenhouse gas emission quotas and carbon credits.
  • To set up the infrastructure and domestic carbon exchange operated by the Hanoi Stock Exchange.
• Tradable commodities:
  • Greenhouse gas emission quotas – allocated either for free or through auctions.
  • Carbon credits – generated from domestic or international programs, such as the Clean Development Mechanism, the Joint Crediting Mechanism, or mechanisms under Article 6 of the Paris Agreement.
• Participants in the carbon exchange:
  • Entities emitting large amounts of greenhouse gases from sectors and facilities listed by the Prime Minister as required to conduct greenhouse gas inventories. These entities will be allocated greenhouse gas emission quotas.
  • Qualified organizations and individuals who are eligible to buy and sell carbon credits on the carbon exchange.
• Trading method:
  • Centralized trading on the carbon exchange with unique codes for emissions quotas and carbon credits.
  • Automatic payment via commercial banks.
• Implementation timeline:
  • Pilot phase (2025–2028): During this period a nationwide pilot of the carbon market will be implemented and the transfer of international carbon credits studied.
  • Official phase (from 2029): This is when the nationwide carbon market is slated to officially begin operations; the scope of the sectors and entities allocated emissions quotas will be expanded, new types of tradable credits will be added, and the participants in carbon credit trading will be broadened.