In the context of the Government’s digital transformation, accompanied by the promulgation of a series of recent legal instruments, enterprises are confronted with significant challenges in continuously updating changes in regulatory policies in order to achieve compliance with legal requirements. These challenges are not confined to domestic enterprises but also extend to foreign-invested enterprises and foreign investors. A typical example is the recent promulgation of Decree No. 239/2025/ND-CP, amending and supplementing Decree No. 31/2021/ND-CP on the detailed regulations and guidance for the implementation of certain provisions of the Law on Investment. In this article, CDLAF seeks to provide further clarification on the new provisions introduced under Decree 239 applicable to enterprises whose operational scale does not fall within the scope requiring investment policy approval, with the expectation of assisting investors in gaining a deeper understanding of the flexibility and rigor of Vietnamese law.
1. Recognition of the legal validity of electronic dossiers in investment procedures
One of the notable changes introduced by Decree No. 239/2025/ND-CP is that, whereas previously the dossier was prepared by the investor or the competent state authority for the purposes of issuance or amendment of an investment policy approval decision or an investment registration certificate, the Decree No. 239/2025/ND-CP now supplements the form of “electronic dossiers.” This implies that electronic dossiers are now recognized as having the same legal validity as paper dossiers throughout the entire process of handling investment procedures. Such a reform is both necessary and appropriate in the context of the Government’s step-by-step implementation of digital transformation in state management of investment, as well as in pursuit of the modernization of public services, thereby providing enterprises with greater flexibility in submitting dossiers.
Enterprises should also note that electronic dossiers must be digitally signed in accordance with the provisions of law on electronic transactions and shall have the same legal validity as paper dossiers. At the same time, the Decree reaffirms the principle that, in cases of discrepancy between the paper dossier and the electronic dossier, the contents of the paper dossier shall prevail.
This supplementation not only establishes a clear legal framework for the digitalization of the processes of receiving and handling investment dossiers, but also places direct responsibility on investors to ensure the accuracy, consistency, and completeness of both types of dossiers. At the same time, state regulatory authorities (the Ministry of Finance and the investment registration authorities) are obliged to disclose the addresses and methods for receiving electronic dossiers on their official portals, thereby ensuring transparency and accessibility for enterprises.
In addition, Decree No. 239/2025/ND-CP also broadens the range of options available to investors through clause 1b, under which they may submit dossiers directly, online, or via public postal services, depending on the reception requirements of each administrative procedure. This flexibility enables enterprises—particularly FDI corporations with multiple projects across different localities—to reduce travel costs and shorten processing time.
2. Determination of project operational term in cases of delayed land handover
Decree No. 239/2025/ND-CP supplements clauses 1a and 1b to Article 27 in order to address a rather common practical situation: an investment project has been granted a decision on land allocation, land lease, or land-use conversion, but the actual handover of land on site is delayed.
Under the new regulation, in such cases, investors are not required to carry out procedures for amending the decision on approval of investment guidelines, the decision on approval of investment guidelines concurrently with investor approval, or the Investment Registration Certificate. The project’s duration and implementation schedule shall be determined directly on the basis of the timeline stated in the decision on land allocation, land lease, land-use conversion, or in the land handover document issued by the competent state authority. This constitutes a significant improvement, as previously investors often faced prolonged procedures and had to repeatedly amend documents merely to align with the actual timing of land handover.
Simultaneously, the Decree provides for a degree of flexibility: if investors wish to update information regarding the operational term or implementation schedule on the Investment Registration Certificate (IRC) or the decision on investment policy approval, they may still proceed with the amendment procedures as stipulated under Articles 45, 46, and 47. This mechanism not only safeguards investors’ rights but also ensures the accuracy of legal records when enterprises seek to update information
In essence, this amendment alleviates the administrative burden and prevents what may be termed a ‘double delay’—that is, delays in both land handover and the additional time required for procedural adjustments. For large-scale projects in infrastructure, industry, FDI, the new regulation establishes greater legal certainty and mitigates the risk of projects being deemed non-compliant with implementation schedules due to objective causes.
However, from a governance perspective, enterprises should remain attentive to two issues. First, although amending the IRC is not mandatory, in projects involving multiple parties—such as joint venture partners, capital sponsors, or lending banks—the formal update of legal information may still be necessary to ensure transparency in transactions. Second, the retention and management of land handover documents become critically important, as these constitute the legal basis for determining the project’s operational term and implementation schedule.
From an advisory perspective, CDLAF recommends that investors:
Proactively engage with the competent authorities to obtain a clear land handover document with specific dates.
Assess internal needs and the requirements of financial partners in order to determine whether an amendment of the IRC is necessary.
Establish a monitoring system to track project implementation in connection with the land handover date, thereby avoiding the risk of being deemed delayed by regulatory authorities due to insufficient evidence.
3. Expand the authority to grant IRC and add centralized digital technology zones
Decree No. 239/2025/ND-CP has amended and supplemented Article 34 to update and expand the scope of authority of the Management Boards of Industrial Parks, Export Processing Zones, High-Tech Parks, and Economic Zones. Specifically, under point a, clause 3, in addition to projects involving the construction and operation of infrastructure within industrial parks, export processing zones, and high-tech parks, it now also includes “centralized digital technology zones”. This is a significant highlight, as it reflects the Government’s clear policy orientation in promoting digital technology hubs – essential infrastructure for the digital economy and in attracting high-quality investment capital to the technology sector.
Not only does the Decree expand the scope of authority, it also introduces Clause 3a: in the event of a change in the location of an investment project, the authority to grant, adjust, or revoke the IRC shall belong to the Department of Finance or the Management Board of the industrial park/export processing zone/high-tech park/economic zone to which the project is transferred. Thus, the supplementary provision creates a flexible mechanism for enterprises. However, from the enterprises’ perspective, it is necessary to anticipate certain differences in the operational procedures between the two managing authorities, so as to allocate sufficient time to complete the procedures and avoid risks, such as the project’s validity expiring before the enterprise has finalized the extension process.
4. Reduce the processing time for granting IRC to 10 days
Article 36 of Decree No. 31/2021/ND-CP stipulates that investors shall submit one set of dossiers in accordance with Article 33 of the Investment Law. In the case where a project is implemented in two or more provinces, the dossier shall be submitted to the Department of Planning and Investment where the project has or is expected to have its executive office. The investment registration authority is responsible for granting the IRC within 15 working days from the date of receipt of a complete and valid dossier.
Decree No. 239/2025/ND-CP introduces two important changes: (i) Reference to the composition of the dossier: instead of being prescribed under Article 33 of the Investment Law, the dossier is now defined pursuant to Clause 1, Article 31 of Decree No. 31/2021/ND-CP. This reference ensures consistency and avoids differing interpretations in application; (ii) Reduction of the dossier processing time: from 15 working days to 10 working days. This is a strong signal demonstrating efforts to reform administrative procedures and reduce the time required for enterprises in investment processes. It is considered part of the Government’s broader ongoing administrative reform. However, given the recent consolidation of management authorities and provinces, enterprises should be aware that there may be a backlog of dossiers and administrative overload in the early stage. This is understandable, as any reform requires time for adaptation and adjustment. Nevertheless, given the Government’s recent proactive measures, we believe that delays in processing enterprise dossiers will soon be resolved.
From the enterprises’ perspective, given the current policy of digitalization in administrative procedures and the fact that nearly all operations are now conducted online, enterprises need to: clearly understand the procedures for dossier submission, ensure that the content of the dossier strictly complies with legal regulations, and, if necessary, seek additional guidance from the relevant management authorities.
For further reference, see the article on the New Provisions under Decree No. 239/2025/ND-CP providing guidance on certain articles of the Law on Investment (Part 2).
Time of writing: 20/09/2025
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