Government Decree 15 On PPP Investment Form

DECREE 15
ON
PUBLIC PRIVATE PARTNERSHIP INVESTMENT FORM
Dated 14 February 2015
CONTENTS
CHAPTER 1........................................................................................................................................................ 1
General Provisions........................................................................................................................................... 1
Article 1 Governing scope............................................................................................................................ 1
Article 2 Applicable entities.......................................................................................................................... 1
Article 3 Definitions...................................................................................................................................... 2
Article 4 Investment sectors and classification of projects......................................................................... 3
Article 5 Costs of investment preparation and project implementation of ministries, branches and
provincial people's committees...................................................................................................................... 4
Article 6 Capital sources for supporting investment preparation.................................................................. 5
Article 7 Steering Committee and co-ordinating unit for management of PPP activities .............................. 5
Article 8 State agencies authorized to enter into and implement project contracts...................................... 5
Article 9 Sequence for implementation of projects...................................................................................... 6
CHAPTER 2........................................................................................................................................................ 6
Capital Sources for Project Implementation................................................................................................. 6
Article 10 Equity of and capital raised by investor....................................................................................... 6
Article 11 Use of State investment capital for participation in project implementation ................................ 7
Article 12 Determining the value of State investment capital participating in project implementation ........7
Article 13 Preparation of plans on State investment capital participating in project implementation ...........7
Article 14 Disbursement of State investment capital participating in project implementation ......................8
Formulation and Publication of Projects....................................................................................................... 9
Section 1.....................................................................................................................................................................9
Projects Proposed by Ministries, Branches and Provincial People's Committees................................9
Article 15 Conditions for selection of projects............................................................................................. 9
Article 16 Contents of a project proposal.................................................................................................... 9
Article 17 Evaluation and approval of a project proposal.......................................................................... 10
Article 18 Announcement [publication] of projects.................................................................................... 11
Article 19 Conversion of investment form of investment projects using public investment capital ............11
 Allens - Vietnam Laws Online Database on www.vietnamlaws.com i

Section 2....................................................................................................................................................................12
Investor–Proposed [Unsolicited] Projects.......................................................................................................12
Article 20 Conditions for proposing a project............................................................................................. 12
Article 21 Application file for an investor-proposed project....................................................................... 12
Article 22 Evaluation and approval of investor-proposed projects............................................................. 12
Article 23 Announcement of investor-proposed projects........................................................................... 12
CHAPTER 4...................................................................................................................................................... 13
Formulation, Evaluation and Approval of Feasibility Study Report........................................................13
Article 24 Responsibility to formulate feasibility study report..................................................................... 13
Article 25 Contents of feasibility study report............................................................................................ 13
Article 26 Evaluation of feasibility study report.......................................................................................... 14
Article 27 Authority to approve feasibility study report.............................................................................. 15
Article 28 Amendment of feasibility study report........................................................................................ 15
CHAPTER 5...................................................................................................................................................... 16
Selection of Investor and Signing of Investment Agreement and Project Contract.............................16
Article 29 Selection of investor................................................................................................................... 16
Article 30 Signing investment agreement.................................................................................................. 16
Article 31 Signing project contract............................................................................................................. 16
Article 32 Contents of project contract....................................................................................................... 17
Article 33 Project step-in right of the lender............................................................................................... 18
Article 34 Assignment of rights and obligations in project contract............................................................ 18
Article 35 Amendment and addition to project contract.............................................................................. 18
Article 36 Term of project contract............................................................................................................. 18
Article 37 Applicability of foreign law.......................................................................................................... 19
Article 38 Security for performance of project contract.............................................................................. 19
CHAPTER 6...................................................................................................................................................... 19
Procedures for Registration of Investment and Establishment of Project Enterprise.........................19
Article 39 Authority to issue, amend and revoke investment registration certificate ["IRC"] ........................19
Article 40 Application file and procedures for issuance, amendment and revocation of investment
registration certificate................................................................................................................................... 19
Article 41 Contents of investment registration certificate............................................................................ 20
Article 42 Establishment of project enterprise............................................................................................ 21
CHAPTER 7...................................................................................................................................................... 21
 Allens - Vietnam Laws Online Database on www.vietnamlaws.com ii

Commencement of Implementation of Projects.........................................................................................21
Article 43 Conditions for commencement of implementation of project...................................................... 21
Article 44 Selection of contractors to implement project............................................................................ 21
Article 45 Preparation of construction site.................................................................................................. 21
Article 46 Preparation of construction design............................................................................................. 21
Article 47 Supervision of implementation of project contract...................................................................... 22
Article 48 Supervision of quality of works................................................................................................... 22
Article 49 Management and commercial operation of project facility......................................................... 22
Article 50 Charges and fees for goods and services and other fees collectible......................................... 23
Article 51 Support in collecting service fees............................................................................................... 23
Article 52 Supervision and assessment of investment and financial publicity [transparency] ....................23
CHAPTER 8...................................................................................................................................................... 23
Finalization and Transfer [Handover] of Project Works [the Facility].....................................................23
Article 53 Accounting finalization of project facility..................................................................................... 23
Article 54 Transfer of project facility........................................................................................................... 24
CHAPTER 9...................................................................................................................................................... 24
Investment Incentives and Guarantees....................................................................................................... 24
Article 55 Investment incentives................................................................................................................. 24
Article 56 Taxes applicable to contractors participating in project implementation.....................................25
Article 57 Guarantee of obligations of investor, project enterprise and other enterprises ..........................25
Article 58 Mortgage of assets, and right to business [commercially operate] the project facility ................25
Article 59 Guarantee regarding enforcement of land use right................................................................... 25
Article 60 Guarantee regarding foreign currency balancing....................................................................... 25
Article 61 Guarantee regarding provision of public services...................................................................... 26
Article 62 Guarantee regarding ownership of assets................................................................................. 26
Article 63 Dispute resolution...................................................................................................................... 26
CHAPTER 10.................................................................................................................................................... 27
Responsibilities for State Administration of Investment in PPP Form...................................................27
Article 64 Responsibilities of Ministry of Planning and Investment............................................................. 27
Article 65 Responsibilities of Ministry of Finance....................................................................................... 28
Article 66 Responsibilities of Ministry of Justice......................................................................................... 28
Article 67 Responsibilities of State Bank of Vietnam.................................................................................. 28
 Allens - Vietnam Laws Online Database on www.vietnamlaws.com iii

Article 68 Responsibilities of Ministry of Construction................................................................................ 28
Article 69 Responsibilities of other ministries and branches...................................................................... 29
Article 70 Responsibilities of provincial people's committees..................................................................... 29
CHAPTER 11.................................................................................................................................................... 30
Implementing Provisions............................................................................................................................... 30
Article 71 Effectiveness.............................................................................................................................. 30
Article 72 Transitional provision................................................................................................................. 30
Article 73 Organization of implementation................................................................................................. 30
 Allens - Vietnam Laws Online Database on www.vietnamlaws.com iv

GOVERNMENT SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
No. 15-2015-ND-CP
Ha Noi, 14 February 2015
DECREE
ON
PUBLIC PRIVATE PARTNERSHIP INVESTMENT FORM
Pursuant to the Law on Organization of the Government dated 25 December 2001;
Pursuant to the Law on Investment dated 26 November 2014;
Pursuant to the Law on Public Investment dated 18 June 2014;
Pursuant to the Law on Tendering dated 26 November 2013;
Pursuant to the Law on Construction dated 18 June 2014;
Pursuant to the Law on Management of Public Debt dated 17 June 2009;
Having considered the proposal of the Minister of Planning and Investment,
The Government hereby promulgates a Decree on the public private partnership investment form.
CHAPTER 1
General Provisions
Article 1 Governing scope
This Decree regulates the sectors, conditions and procedures for implementing investment projects in the
public private partnership ["PPP"]1 investment form; the mechanism for managing and using investment
capital of the State participating in project implementation; policies on investment incentives 2 and
guarantees, and responsibilities for State administration of investment projects in the PPP investment form.
Article 2 Applicable entities
This Decree applies to authorized State agencies, investors, project enterprises, lenders, and organizations
and individuals involved in implementation of investment projects in the PPP form.
2
1 Allens footnote: Square brackets contain translator's comments only. Allens
footnote: Alternative translation here is "preferences" in the context of tendering.
 Allens - Vietnam Laws Online Database on www.vietnamlaws.com 1

Article 3 Definitions
In this Decree, the following terms are construed as follows:
1. Public private partnership investment form (hereinafter abbreviated as PPP) means a form of
investment conducted on the basis of a contract between an authorized State agency and the
investor [and/or] project enterprise in order to implement, manage and operate an infrastructure
project [or] to provide public services.
2. Project contract means any contract prescribed in clauses 3 to 9 of this article and other similar
contracts prescribed in article 32.3 of this Decree.
3. Build-Operate-Transfer Contract (hereinafter referred to as BOT contract) means a contract entered

into by an authorized State agency and an investor for the construction of infrastructure works
[facility] upon the completion of which the investor has the right to commercially operate 2 such facility
for a fixed term; upon the expiry of such term, the investor transfers [hands over] the facility to the
authorized State agency.
4. Build-Transfer-Operate Contract (hereinafter referred to as BTO contract) means a contract entered

into by an authorized State agency and an investor for the construction of an infrastructure facility
upon the completion of which the investor transfers such facility to the authorized State agency and
has the right to commercially operate the facility for a fixed term.
5. Build-Transfer Contract (hereinafter referred to as BT contract) means a contract entered into by an

authorized State agency and an investor for the construction of an infrastructure facility; the investor
transfers such facility to the authorized State agency and shall be paid by way of a land fund [i.e. land
available] in order to implement other projects in accordance with the conditions stipulated in articles
14.3 and 43.3 of this Decree.
6. Build-Own-Operate Contract (hereinafter referred to as BOO Contract) means a contract entered into
by an authorized State agency and an investor for the construction of an infrastructure facility upon
the completion of which the investor owns and has the right to commercially operate the facility for a
fixed term.
7. Build-Transfer-Lease Contract (hereinafter referred to as BTL Contract) means a contract entered

upon the completion of which the investor transfers such facility to the authorized State agency and
has the right to provide services on the basis of operating and exploiting the facility for a fixed term;
the authorized State agency has the authority to hire such services and shall make payment to the
investor in accordance with the conditions stipulated in article 14.2 of this Decree.
8. Build-Lease-Transfer Contract (hereinafter referred to as BLT Contract) means a contract entered

upon the completion of which the investor has the right to provide services on the basis of operating
and exploiting such facility for a fixed term; the authorized State agency has the right to hire such
services and shall make payment to the investor in accordance with the conditions stipulated in
article 14.2 of this Decree; upon the expiry of the term for provision of such services, the investor
transfers the facility to the authorized State agency.
2 Allens footnote: Alternative translation is "to conduct business".

9. Operate-Manage Contract (hereinafter referred to as O&M Contract) means a contract entered into
by an authorized State agency and an investor to commercially operate a facility partly or entirely for
a fixed term.
10. Other project means a project implemented by an investor in order to recover capital invested in an
infrastructure facility.
11. Project proposal means a document presenting contents of preliminary research into the necessity,
feasibility and efficiency of a project.
12. Feasibility study report means a document presenting contents of research into the necessity,
feasibility and effectiveness of a project.
13. Total investment capital means the entire investment capital in order to construct the project woks
[facility] and the initial working capital to exploit [and/or] operate the project.
14. Equity means the capital contribution of the investor in order to implement a project in accordance
with article 10 of this Decree.
15. Investor means an organization and/or individual conducting investment activities in accordance with
the law on investment and relevant laws.
16. Project enterprise means an enterprise established by an investor in order to implement a project.
17. State owned enterprise means an enterprise in which the State holds 100% charter capital.
18. Lender means an organization which extends credit to an investor [and/or] project enterprise in order
to implement a project.
Article 4 Investment sectors and classification of projects
1. Projects for construction, renovation, operation, business [commercial operation] and management of
infrastructure facilities, [or] provision of public equipment or services comprise:
(a) Transportation infrastructure facilities and related services;
(b) Lighting systems; clean water supply systems; water drainage systems; waste water and
waste collection and treatment systems; social housing; resettlement housing; cemeteries;
(c) Power plants, power transmission lines;
(d) Infrastructure facilities for healthcare, education, training, vocational training, culture, sport
and related services; working headquarters [offices] of State agencies;
(dd) Infrastructure facilities for trade, science and technology, hydrometeorology, economic zones,
industrial zones, high-tech zones, and concentrated information technology zones; information
technology applications;

(e) Agricultural and rural infrastructure facilities and development services for connecting
production with processing and sale of agricultural products;
(g) Other sectors as decided by the Prime Minister of the Government.
2. The projects stipulated in clause 1 of this article shall be classified in accordance with the law on
public investment and comprise projects of national importance and Group A, B and C projects.
3. Ministries and ministerial equivalent agencies shall preside over co-ordination with the Ministry of
Planning and Investment to provide detailed guidelines on investment sectors within the managerial
scope of the [respective] ministries and branches.
Article 5 Costs of investment preparation and project implementation of ministries, branches and provincial
people's committees
1. Investment preparation and project implementation costs of ministries, ministerial equivalent

agencies, Governmental agencies and people's committees of cities and provinces under central
authority (hereinafter collectively referred to as ministries, branches and provincial people's
committees) comprise:
(a) Costs of formulating, evaluating and approving the project proposal and feasibility study
report;
(b) Costs of holding selection of investor;
(c) Operational costs of the project management unit ["PMU"] belonging to the authorized State
agency, including costs for supervising implementation of the project contract [and] quality of
the facility;
(d) Costs of [publicly] announcing the project;
(dd) Operational costs of the co-ordinating unit for managing PPP activities ["PPP co-ordinating unit"];
(e) Costs of hiring consultants to support implementation of a number of activities which are the
responsibility of the authorized State agency as stipulated in article 8.5 of this Decree;
(g) Costs of holding conferences and seminars, and negotiating the project contract and related
contracts;
(h) Other costs.
2. The costs stipulated in clauses 1(a), 1(b) and 1(c) of this article shall be allocated from the following
capital sources:
(a) State budget capital sources as balanced in the annual expenditure plans for investment and
development of ministries, branches and provincial people's committees;
(b) Capital sources for supporting investment preparation as prescribed in article 6 of this
Decree;
(c) Revenue from the sale of tender invitation documents for selection of investor;

(d) Repayment by the investor selected to implement the project;
(dd) Other lawful capital sources.
3. The costs stipulated in clauses 1(d), 1(dd), 1(e), 1(g) and 1(h) of this article shall be allocated from
State budget funds in the professional expenditure plans of ministries, branches and provincial
people's committees.
Article 6 Capital sources for supporting investment preparation
1. The Ministry of Planning and Investment shall raise and manage official development aid (ODA),
preferential [concessional] loans of foreign donors and other capital sources as decided by the Prime
Minister in order to support [fund] investment preparation activities.
2. The capital sources stipulated in clause 1 of this article shall be granted to ministries, branches and
provincial people's committees in order to support investment preparation costs stipulated in clauses
1(a) and 1(b) of article 5 of this Decree.
3. Any investor selected to implement a project shall repay the costs of supporting [funding] investment
preparation and costs for preserving the sources of capital supporting investment preparation in order
to form capital sources for investment preparation of other projects.
4. The Ministry of Planning and Investment shall preside over co-ordination with the Ministry of Finance
to provide guidelines for implementation of this article.
Article 7 Steering Committee and co-ordinating unit for management of PPP activities
1. The State Steering Committee for PPP is [was] established and operates in accordance with a
decision of the Prime Minister of the Government.
2. A ministry, branch or provincial people's committee shall, based on its specific managerial
requirements and conditions, assign one of its subsidiary professional agencies to act as co-ordinator
for management of PPP activities (hereinafter referred to as the PPP Co-ordinating unit). In
necessary cases, a ministry or branch shall make a submission to the Prime Minister of the
Government for decision on establishment of a subsidiary specialized unit to act as the PPP
Coordinating unit.
Article 8 State agencies authorized to enter into and implement project contracts
1. Ministries, branches and provincial people's committees are State agencies authorized to enter into
project contracts within the scope of their functions, duties and powers, and to perform rights and
obligations as agreed with investors in project contracts.
2. A ministry or branch is permitted, based on its functions, duties and specific managerial conditions, to
authorize an organization belonging to it, and a provincial people's committee is permitted to
authorize one of its professional agencies or a district people's committee to enter into and implement
Group B and C projects.

3. The authorization prescribed in clause 2 of this article must be in writing and specify the scope of
authorization and responsibilities of the authorized agency during investment preparation,
negotiation, and signing and implementation of the project contract.
4. An authorized State agency or an authorized agency as prescribed in clause 2 of this article shall
establish or assign a project management unit ["PMU"] to carry out activities within the scope of its
responsibility, but in all cases must be liable for discharge of the obligations undertaken in the project
contract.
5. In necessary cases, authorized State agencies shall select independent consultancy organizations to
support implementation of a number of the duties prescribed in clause 4 of this article.
Article 9 Sequence for implementation of projects
1. Except for Group C projects prescribed in clause 2 of this article, a project shall be implemented in
the following sequence:
(a) Formulation, evaluation, approval, and then announcement [publication] of the project in
accordance with Chapter 3 of this Decree;
(b) Formulation, evaluation and approval of the feasibility study report in accordance with
Chapter
4 of this Decree;
(c) Organization of selection of investor; negotiation and signing of an investment agreement

[and] project contract in accordance with Chapter 5 of this Decree;
(d) Implementation of procedures for issuance of an investment registration certificate ["IRC"] for
the project enterprise in accordance with Chapter 6 of this Decree;
(dd) Commencement of implementation of the project in accordance with Chapter 7 of this Decree;
(e) Accounting finalization and transfer of the facility in accordance with Chapter 8 of this
Decree.
2. A Group C project shall be implemented in the following sequence:
(a) Formulation, evaluation, approval, and then announcement [publication] of the project in
(b) Organization of selection of investor; negotiation and signing of a project contract in

(c) Commencement of implementation of the project in accordance with Chapter 7 of this

Decree;
(d) Accounting finalization and transfer of the facility in accordance with Chapter 8 of this
Decree.

CHAPTER 2
Capital Sources for Project Implementation
Article 10 Equity of and capital raised by investor
1. An investor is responsible to contribute equity and raise other capital sources to implement the
project as agreed in the project contract.
2. The equity ratio of an investor must not be lower than 15% of the total investment capital. In the case
of a project with total investment capital above 1,500 billion dong, the equity ratio shall be determined
progressively as follows:
(a) With respect to the capital portion up to 1,500 billion dong, the equity ratio must not be less
than 15% of such portion;
(b) With respect to the capital portion above 1,500 billion dong, the equity ratio must not be less
than 10% of such portion.
3. The State investment capital participating in project implementation as prescribed in article 11 of this
Decree shall be not included in total investment capital in order to determine the equity ratio.
4. Other projects implemented by an investor to recover capital already invested in BT project works
must satisfy the equity requirements (if any) prescribed by law.
Article 11 Use of State investment capital for participation in project implementation
1. State investment capital for participation in project implementation shall comprise State budget
capital, Government bond capital, local authority bond capital, ODA, and concessional loan capital of
foreign donors.
2. State investment capital participating in project implementation shall be used to conduct the following
activities:
(a) To contribute capital to support construction of the facility in the case of a project with
commercial operation [and/or] with collection of user fees but revenue is insufficient to
recover investment capital and generate profit;
(b) To make payment to an investor providing services pursuant to a BTL contract, a BLT
contract or other similar contract;
(c) To support construction of auxiliary works, and to arrange compensation, site clearance
[and/or] resettlement.
3. State investment capital prescribed in clauses 2(a) and (b) above shall only be used to participate in
implementation of a project proposed by a ministry, branch or provincial people's committee or of a
project within the category eligible to use ODA and concessional loan capital of a foreign donor.
Article 12 Determining the value of State investment capital participating in project implementation

1. The value of State investment capital shall be considered on the basis of the project's financial plan,
[on the basis of] the in-principle decision on use of State investment capital as prescribed in article
17.2 of this Decree, and [on the basis of] the ability to raise and balance State investment capital
sources participating in project implementation.
2. The authorized person as prescribed in article 27 of this Decree shall determine the value of the
State investment capital participating in project implementation when approving the feasibility study
report or when approving the project proposal (in the case of a Group C project).
Article 13 Preparation of plans on State investment capital participating in project implementation
1. Ministries, branches and provincial people's committees shall prepare and collate their plan on State
investment capital participating in implementation of projects announced pursuant to article 18 of this
Decree, in the five year medium-term public investment plan [of such ministry, branch or locality].
2. Ministries, branches and provincial people's committees shall, based on the medium-term public
investment plan and approved feasibility study reports or project proposals (in the case of Group C
projects), prepare and collate their plan on State investment capital for participation in project
implementation within the annual public investment plan of the branch or locality.
3. The Ministry of Planning and Investment shall preside over coordination with the Ministry of Finance
to consolidate plans on use of State investment capital participating in project implementation within
the national public investment plan.
Article 14 Disbursement of State investment capital participating in project implementation
1. State investment capital used to support construction of project facilities shall be disbursed as
follows:
(a) State capital contributed to support [fund] construction of a project facility prescribed in article
11.2(a) of this Decree shall be disbursed after a construction volume [and] construction value
of the project has been completed as agreed in the project contract;
(b) Based on the completed construction volume [and] completed construction value which the
investor [and/or] project enterprise has checked and accepted, the authorized State agency
shall distribute and make payment to the investor [and/or] project enterprise in accordance
with the ratio, value and progress and on the conditions agreed in the project contract.
2. Disbursement of capital to make payment to an investor pursuant to a BTL or BLT contract:
(a) Capital for payment to an investor providing services pursuant to a BTL or BLT contract or
other similar contract as prescribed in article 11.2(b) of this Decree shall be made as from the
time of service provision as agreed in the project contract;
(b) Payments as prescribed in sub-clause (a) above shall be made periodically on the basis of
the volume and quality of services as agreed in the project contract.
3. Use of the land fund [i.e. land available] to create capital sources for payment to an investor
implementing a BT contract must be subject to approval from the competent agency as required by
the law on land.

4. Disbursement of capital for construction of auxiliary works, and to pay compensation, conduct site
clearance [and/or] resettlement:
Capital for the construction of auxiliary works, to pay compensation, to arrange site clearance [and/or]
resettlement as prescribed in article 11.2(c) of this Decree shall be used in accordance with the
regulations on public investment works projects.
5. The Ministry of Finance shall provide guidelines for implementation of this article.
CHAPTER 3
Formulation and Publication of Projects
Section 1
Projects Proposed by Ministries, Branches and Provincial People's Committees
Article 15 Conditions for selection of projects
1. A project must satisfy all the following conditions to be eligible for selection for development in the
PPP investment form:
(a) Conformity with the developmental master plan and developmental plans of the branch and
region and with the local socio-economic developmental plan;
(b) Conformity with an investment sector prescribed in article 4 of this Decree;
(c) Be capable of attracting and accessing commercial capital sources, technology, and
managerial experience of investors;
(d) Be capable of continuous and stable production of products and services which satisfy
quality standards and user demand;
(dd) Total investment capital of 20 billion dong or more, except for projects implemented in the O&M
contract form and projects prescribed in article 4.1(e) of this Decree.
2. In the case of any project not yet within the developmental master plan or developmental plans of the
branch or region or not yet within the local socio-economic developmental plan, the ministry, branch
or provincial people's committee [concerned] shall consider adding same [to the list of eligible
projects] in accordance with its authority or shall make a submission to the authorized level for
approval to add such project.
3. Projects which satisfy the conditions prescribed in clause 1 above and which are capable of capital
recovery from business activities shall be prioritized for selection.
Article 16 Contents of a project proposal
1. A ministry, branch or provincial people's committee shall arrange formulation of a project proposal as
the basis for selection of an investment project in the PPP form.

2. A project proposal shall comprise the following main contents:
(a) Necessity of the investment; advantages of delivering the project in the PPP form as
compared to other investment forms; and type of project contract;
(b) Conformity of the project with the developmental master plan and developmental plans, and
with the conditions prescribed in article 15.1 above;
(c) Proposed objective, scale [size], and location for project implementation; requirements for
land use and for sources of natural resources;
(d) Preliminary analysis of technical requirements and technical specifications, and of quality
standards applicable to the project facility, products or services to be provided;
(dd) Estimated implementation schedule and duration of project implementation; estimated duration of
construction of the project facility and of its exploitation [use]; plan on arranging management,
business or service supply;
(e) Proposed overall plan on payment of compensation, site clearance [and/or] resettlement;
(g) Proposed conditions for implementation of other projects (applicable to a BT contract);
(h) Preliminary analysis of the project's financial plan comprising the following items: total
investment capital, capital sources and plan for raising them; State investment capital (if any)
participating in project implementation; expenses; revenue, charges and fees for goods and
services; and the time required for capital recovery and generation of profit;
(i) Preliminary analysis of risks during the project implementation process and risk sharing as
between the authorized State agency and the investor;
(k) Proposal on the form of investment incentives3 and investment guarantees (if any);
(l) Preliminary analysis of socio-economic effectiveness of the project, and its impact on the
environment, society, and national defence and security;
(m) Other necessary contents.
3. The project proposal for a project involving construction must, in addition to the contents prescribed
in clause 2 above, also include the preliminary design as required by the law on construction.
Article 17 Evaluation and approval of a project proposal
1. Ministries, branches and provincial people's committees shall arrange evaluation and approval of
project proposals for Group A, B and C projects. The sequence and procedures for formulating,
evaluating and approving a proposal for a national important project shall be implemented in
accordance with the law on public investment.
2. In the case of projects using State investment capital, and based on the capital amount and proposed
source of capital to be used, ministries, branches and provincial people's committees shall report to
3 Allens footnote: Alternative translation here is "preferences" in the context of tendering.

the authorized State agency as prescribed in the law on public investment to make an inprinciple
decision on such use prior to approving a project proposal.
3. An application file requesting in-principle approval for use of State investment capital to participate in
project implementation shall comprise:
(a) Request for use of State investment capital for project implementation;
(b) The project proposal;
(c) Evaluation from the competent authority 4 on capital sources and capability of balancing State
investment capital participating in implementation of the project.
4. The deadline for approval of in-principle use of State investment capital to participate in project
implementation as prescribed in clause 2 above is a maximum thirty (30) days after receipt of a
complete application file as required by clause 3 above.
Article 18 Announcement [publication] of projects
1. A ministry, branch or provincial people's committee shall, within seven (7) business days after
approval of a project proposal, announce the project and a list of projects on the national tendering
network in accordance with the law on tendering.
2. Each project which is announced must contain the following basic particulars:
(a) Project name and type of project contract;
(b) Objective, scale and location for implementation of the project and other projects (if any);
(c) Summary of technical requirements and technical specifications, and of quality standards
applicable to the project facility, products or services to be supplied;
(d) Anticipated total investment capital; and State investment capital (if any) participating in
project implementation;
(dd) Proposed project implementation schedule and duration for project implementation, including time for
formulating the feasibility study report, for investor selection, for the construction phase, and for
completion and commissioning of the project facility for use;
(e) Updates on project's process pursuant to sub-clause (dd) above;
(g) Contact address of the authorized State agency.
Article 19 Conversion of investment form of investment projects using public investment capital
1. Projects currently using public investment capital sources shall be considered for conversion to the
PPP form if they satisfy all the conditions prescribed in article 15.1 of this Decree.
4 Allens footnote: The authority here seems to be different from the authorized State agency.

2. The Ministry of Planning and Investment shall provide guidelines on the procedures for conversion of
investment form as prescribed in clause 1 above.
Section 2
Investor–Proposed [Unsolicited] Projects
Article 20 Conditions for proposing a project
1. An investor may propose implementation of a project outside the projects and lists of projects
approved and announced by ministries, branches and provincial people's committees pursuant to
Section 1 of this Chapter.
2. An investor–proposed project must satisfy the following conditions:
(a) The conditions prescribed in article 15.1 of this Decree;
(b) If the investor is a State owned enterprise it must cooperate with another enterprise to
propose the project.
Article 21 Application file for an investor-proposed project
1. An investor shall formulate an application file for a project proposal and submit it to a ministry, branch
or provincial people's committee.
2. The application file shall contain the following items:
(a) Letter of request proposing implementation of the project;
(b) Project proposal (containing all the contents prescribed in clauses 2 and 3 of article 16 of this
Decree);
(c) Data confirming the legal status, capacity and experience of the investor;
(d) Experience (if any) in implementing similar projects;
(dd) Other necessary data (if any) explaining the project proposal.
Article 22 Evaluation and approval of investor-proposed projects

1. Investor-proposed projects shall be evaluated and approved as prescribed in article 17 of this Decree
within thirty (30) days after receipt of a complete application file.
2. The Ministry of Planning and Investment shall provide guidelines for implementation of this article.
Article 23 Announcement of investor-proposed projects
1. When an investor-proposed project is approved, the ministry, branch or provincial people's committee
concerned shall announce the project proposal and information about the investor in accordance with
article 18 of this Decree.
2. If a project proposal contains items related to intellectual property rights, trade secrets, technology or
an agreement on raising capital for project implementation required to be kept confidential, then the
investor shall reach agreement with the ministry, branch or provincial people's committee concerned
on which contents of the project proposal may be publicized.
CHAPTER 4
Formulation, Evaluation and Approval of Feasibility Study Report
Article 24 Responsibility to formulate feasibility study report
1. A ministry, branch or provincial people's committee shall arrange formulation of the feasibility study
report for a project in order to provide the basis for tender invitation documents for investor selection
and for negotiation of the project contract.
2. A ministry, branch or provincial people's committee shall assign the investor to formulate the
feasibility study report for an investor-proposed project approved in accordance with article 22 of this
Decree.
3. Assignment of the investor to formulate the feasibility study report shall be implemented on the basis
of a written agreement between the ministry, branch or provincial people's committee concerned and
the investor. A written agreement must stipulate the objective, requirements, costs of formulating
such report, costs of hiring an independent consultant to evaluate such report and principles for
dealing with the matter in the event of another investor being selected to implement the project.
Article 25 Contents of feasibility study report
1. A feasibility study report shall contain the following basic contents:
(a) Detailed analysis of the necessity for the investment and the advantages of delivering it in
the
PPP investment form as compared to other investment forms; and the type of project contract;
(b) Assessment of compliance of the project with the developmental master plan and
developmental plans, and the conditions prescribed in article 15.1 of this Decree;
(c) Project objective, scale, phases [if any] and location for project implementation, and
requirements for land use and for sources of natural resources;

(d) Explanation of technical aspects and technology in order to satisfy requirements on quality of
the project facility or of the products or services to be supplied;
(dd) Assessment of the current condition of facilities, machinery, equipment and the value of assets
(applicable to an O&M contract); and conditions for implementation of other projects
(applicable to a BT contract);
(e) Schedule and duration for project implementation; duration of construction and term of use of
the project facility; plan on arranging management, business or service supply;
(g) Overall plan on payment of compensation, site clearance [and/or] resettlement;
(h) The project's financial plan comprising the items prescribed in article 16.2(h) of this Decree;
(i) Ability to raise capital to implement the project; assessment of market demand and market
payment [affordability]; a survey of the concern of the investor and lender in the project;
(k) Analysis of the risks and responsibilities of the parties for risk management during project
implementation;
(l) Recommendations on investment incentives and guarantees (if any);
(m) Socio-economic effectiveness of the project and its impact on the environment, society,
national defence and security.
2. The feasibility study report for a project involving construction shall, in addition to the items
prescribed in clause 1 above, also include the preliminary design as required by the law on
construction.
3. Group C projects are not required to have a feasibility study report but there must be a preliminary
design and a financial plan in the project proposal to provide the basis for investor selection and
negotiation of the project contract.
4. Ministries and branches shall coordinate with the Ministry and Planning and Investment to provide
detailed guidelines on the contents of feasibility study reports depending on the requirements for
implementing and managing projects within any one industry.
Article 26 Evaluation of feasibility study report
1. Authority to evaluate feasibility study reports:
(a) The State Evaluation Committee shall evaluate reports for national important projects;
(b) Ministers, heads of ministerial equivalent agencies and chairmen of provincial people's
committees shall assign their PPP Co-ordinating unit to evaluate feasibility reports for Group
A and B projects.
2. An application file for evaluation of a feasibility study report shall include:
(a) Report on evaluation of the project;

(b) Feasibility study report;
(c) Relevant data including legal documents.
3. The contents of an evaluation shall comprise:
(a) Necessity to implement the project; its conformity with the developmental master plan and
developmental plans of the branch, region and locality; urgency and advantages of
implementing the project in the PPP form as compared to other investment forms;
(b) Assessment of the project's fundamental elements: objectives and conformity regarding
scale
and location for project implementation; design, technical and technological requirements;
managerial and business plan or plan on service supply;
(c) Feasibility of the project: the project's financial plan, ability to mobilize resources 5 for project
implementation; requirements for land use, for site clearance and for use of natural
resources; capability of supplying goods and services and solutions for organizing
implementation in order to satisfy user demand and user affordability; risks during
construction, exploitation [use] and management of the project and measures for preventing
and/or mitigating same; concern of the investor and lender in the project;
(d) Effectiveness of the project: results and contribution of the project to socio-economic
developmental tasks; impact on the environment, society, national defence and security;
(dd) Other necessary items.
4. Deadlines for evaluation of feasibility study reports are:
(a) No more than ninety (90) days for national important projects;
(b) No more than forty (40) days for Group A projects;
(c) No more than thirty (30) days for Group B projects.
5. An evaluating agency may hire consultants to evaluate part of or the entire project contents
prescribed in clause 3 above.
Article 27 Authority to approve feasibility study report
1. The Prime Minister shall approve feasibility study reports for national important projects.
2. Ministers, heads of ministerial equivalent agencies and chairmen of provincial people's committees
shall approve feasibility study reports for Group A and B projects, except for projects using ODA and
concessional loans from foreign donors in the national defence and security sector and/or in the
religious sector.
5 Allens footnote: The meaning here is manpower and other resources rather than financial resources.

Article 28 Amendment of feasibility study report
1. A feasibility study report shall be considered for amendment in the following circumstances:
(a) The project is affected by a natural disaster or by a force majeure event;
(b) Other factors occur which bring higher effectiveness to the project;
(c) There are changes in planning which directly affect the project's objective, location and/or
scale;
(d) The project fails to attract investors after market research, after holding pre-qualification or
tendering for investor selection;
(dd) In other circumstances pursuant to a decision of the Prime Minister.
2. The procedures for evaluating, approving and amending feasibility study reports shall be
implemented in accordance with articles 26 and 27 of this Decree.
CHAPTER 5
Selection of Investor and Signing of Investment Agreement and Project Contract
Article 29 Selection of investor
1. Selection of investor shall be conducted in the forms of open tendering or direct appointment of
contractor.
2. An investor shall be entitled to preferences during the tendering process for selection of investor
when there is a feasibility study report or a project proposal (in the case of a Group C project) which
has been approved by a ministry, branch or provincial people's committee.
3. The conditions and procedures for selection of investor and the preferences of investors during the
tendering process for selection of investor shall be implemented in accordance with the law on
tendering.
Article 30 Signing investment agreement
1. The authorized State agency shall arrange negotiation of a project contract with the investor
(hereinafter referred to as the parties) selected pursuant to the provisions in article 29 of this Decree.
2. After completing project contract negotiation, the authorized State agency and the investor shall sign
an investment agreement in order to confirm the following contents:
(a) Draft project contract;

(b) Rights and obligations of each party in implementing procedures pursuant to articles 40 and
42 of this Decree in order to obtain the investment registration certificate ["IRC"] and to
establish the project enterprise;
(c) Other contents as agreed between the parties.
Article 31 Signing project contract
1. The authorized State agency and the investor shall sign the project contract after the IRC has been
issued in accordance with article 40.3 of this Decree.
2. In the case of Group C projects, the authorized State agency and the investor shall sign the project
contract after completion of its negotiation.
3. Agreement shall be reached on the rights and obligations of the project enterprise via either of the
following methods:
(a) The project enterprise shall sign the project contract in order to become a joint party with the
investor as one of the parties to the project contract;
(b) The authorized State agency, the investor and the project enterprise shall sign a document
permitting the project enterprise to take over [step in] and exercise the rights and obligations of
the investor stipulated in the IRC and in the project contract. This document shall form an integral
part of the project contract.
Article 32 Contents of project contract
1. Based on the objective, characteristics and type of project contract, the parties shall reach agreement
on all or a number of the following basic items:
(a) The objective, scale, location, term and schedule of project implementation; the duration of
construction of the project works [facility];
(b) The technical and technology requirements and the quality of the facility or products or
services to be supplied;
(c) The total investment capital and the project's financial plan;
(d) The conditions, ratio and schedule for disbursement of State investment capital (if any)
participating in project implementation;
(dd) Conditions for using land and related works;
(e) Payment of compensation, site clearance [and/or] resettlement;
(g) Execution of the building works, checks and inspections, supervision, quality control, check
and acceptance, and accounting finalization of the project;
(h) Assessment [verification], operation, maintenance, commercial operation and exploitation of

the project works [facility]; transfer of the facility;

(i) Guarantee of safety and environmental protection;
(k) Conditions and procedures for project step-in by the lender or by the organization which the
lender appoints;
(l) Risk sharing as between the authorized State agency and investor; force majeure events and
principles for dealing with same;
(m) Forms of incentives [preferences] and investment guarantees (if any);
(n) Governing law of the project contract relationship and related contracts, and dispute
settlement regime;
(o) Effectiveness and term of the project contract;
(p) Principles and conditions for amending, supplementing and terminating the project contract;
assignment of rights and obligations pursuant to the project contract;
(q) Other contents as agreed between the parties.
2. Enclosures (if any) to the project contract including appendices, other data and documents shall form
an integral part of the project contract.
3. Ministries, branches and provincial people's committees shall, based on the types of project contract
defined in clauses 3 to 9 article 3 of this Decree, make proposals on other similar types of contract
and submit same to the Prime Minister for his consideration and decision.
4. Ministries and branches shall coordinate with the Ministry of Planning and Investment, based on the
provisions in clause 1 above, to provide detailed guidelines on the contents of project contracts
consistent with the requirements for implementing and managing projects in each branch.
Article 33 Project step-in right of the lender
1. The lender has the right to step in on its own or to appoint another competent organization to take
over all or part of the rights and obligations of the investor [and] project enterprise (hereinafter both
referred to as project step-in right) if the investor or project enterprise fail to discharge the obligations
prescribed in the project contract or loan agreement.
2. The agreement on the project step-in right must be made in writing between the lender and the
authorized State agency or between the lender and the parties signing the project contract. The
lender and the authorized State agency shall decide the time to sign the agreement on the project
step-in right.
3. After stepping in, the lender or its appointed organization must discharge all of the corresponding
obligations of the investor [and] project enterprise as prescribed in the project contract and in the
agreement on the project step-in right.
Article 34 Assignment of rights and obligations in project contract
1. The investor has the right to assign part or all of its rights and obligations in the project contract to the
lender or to another investor.

2. An assignment of part or all of the rights and obligations in the project contract must not adversely
affect the objective, scale, technical specifications or project implementation schedule and must
satisfy the conditions for investment and commercial operation as prescribed in the Law on
Investment, and other conditions agreed in the project contract.
3. An agreement on assignment as prescribed in clause 1 above must be made in writing and signed
between the parties to the project contract and the assignee. The lender shall participate in
negotiating any assignment agreement in accordance with provisions in the loan contract.
Article 35 Amendment and addition to project contract
The project contract may be amended or supplemented due to a change of scale [size], or of technical
specifications of the facility, or change of the total investment capital already agreed, or due to a force
majeure event, or due to an amendment of the feasibility study report pursuant to article 28 of this Decree,
or due to other circumstances as stipulated in the project contract.
Article 36 Term of project contract
1. The term of the project contract shall be as agreed by the parties, consistent with the sector, size,
characteristics and type of project contract.
2. The effectiveness of the project contract shall terminate upon expiry of the agreed term or on early
termination due to breach by one of the parties without taking effective remedial measures, or due to
a force majeure event or in other circumstances stipulated in the project contract.
3. The parties shall reach agreement on the conditions for termination of the project contract and on
measures for dealing with same when the project contract is terminated.
Article 37 Applicability of foreign law
1. The signing parties may reach agreement on application of foreign law in order to govern the
following contracts:
(a) A project contract to which one of the signing parties is a foreign investor;
(b) Contracts in which the Government guarantees discharge of obligations pursuant to article
57 of this Decree.
2. An agreement on applicability of foreign law as prescribed in clause 1 above must not be contrary to
the provisions of the law of Vietnam on selection and applicability of foreign law.
Article 38 Security for performance of project contract
The authorized State agency and the investor shall reach agreement on the form, amount, and effective
term of security for performance of the project contract in accordance with the law on tendering.
CHAPTER 6
Procedures for Registration of Investment and Establishment of Project Enterprise

Article 39 Authority to issue, amend and revoke investment registration certificate ["IRC"]
1. The Ministry of Planning and Investment shall issue, amend and revoke investment registration
certificates for the following projects:
(a) Projects of national importance;
(b) Projects for which ministries or branches sign project contracts, or for which agencies
authorized by ministries or branches being authorized State agencies sign project contracts;
(c) Projects implemented in two or more provinces or cities under central authority.
2. Provincial people's committees shall issue, amend and revoke IRCs for projects not prescribed in
clause 1 of this article.
3. Procedures for issuance of IRCs for Group C projects are not required.
Article 40 Application file and procedures for issuance, amendment and revocation of investment
registration certificate
1. The file requesting issuance of an IRC shall comprise:
(a) Request for issuance of an IRC;
(b) Investment agreement and draft project contract;
(c) Feasibility study report and decision approving the project;
(d) Written in-principle approval of use of State investment capital (if any) participating in
implementation of the project;
(dd) Joint venture contract and draft charter of the project enterprise (if any);
(e) Decision on selection of investor.
2. An investor shall submit five sets of the application file, including at least one original set, to the
agency prescribed in article 39 of this Decree.
3. The agency prescribed in article 39 of this Decree shall issue an IRC within twenty-five (25) days
after the date of receipt of a complete and valid file.
4. The Ministry of Planning and Investment shall provide detailed regulations on the application file and
procedures for issuance, amendment and revocation of IRCs.
Article 41 Contents of investment registration certificate
1. An IRC shall contain the following particulars:
(a) Name and address of the investor;
(b) Name of the project;

(c) Objective, size, requirements and conditions (if any) for implementation of the project;
(d) Location for implementing the project and land use area;
(dd) Total investment capital of the project; capital structure;
(e) Duration and schedule for implementing the project;
(g) Amount, ratio, schedule and conditions for disbursement of State investment capital (if any)
participating in implementation of the project;
(h) Investment incentives [or preferences] (if any).
2. In the case of a BT project, in addition to the contents regarding the project for construction of the
infrastructure facility as prescribed in clause 1 of this article, the IRC must also stipulate conditions
for implementation of other projects.
3. Procedures for issuance of an IRC for other projects shall be conducted in accordance with the law
on investment.
Article 42 Establishment of project enterprise
1. Upon issuance of an investment registration certificate, the investor shall establish an enterprise to
implement the project in compliance with the objective [and] operational scope agreed in the project
contract. The application file and procedures for establishment of a project enterprise shall accord
with the law on enterprises.
2. In the case of a project implemented in accordance with a BT contract or a Group C project, the
investor shall make a decision on establishment of a project enterprise in accordance with clause 1
above or shall directly implement the project but must organize management and independent cost
accounting of investment capital and activities of the project.
CHAPTER 7
Commencement of Implementation of Projects
Article 43 Conditions for commencement of implementation of project
1. A project shall be implemented in accordance with the conditions agreed in the project contract after
the investor is issued with an IRC.
2. A Group C project shall be implemented after signing the project contract.
3. Other projects shall be implemented at the same time, or upon completion of the infrastructure facility
as agreed in the project contract.
Article 44 Selection of contractors to implement project

An investor [and/or] project enterprise shall promulgate rules on selection of consultancy contractors,
contractors for provision of goods and for construction and installation, and other contractors on the basis of
ensuring fairness, transparency and economic efficiency and to be uniformly applied during project
implementation.
Article 45 Preparation of construction site
1. The provincial people's committee is responsible for site clearance and for completing procedures for
allocation or lease of land to implement the project in accordance with the law on land, the project
contract and related contracts.
2. The authorized State agency shall co-ordinate with the provincial people's committee to discharge
the responsibilities prescribed in clause 1 above.
Article 46 Preparation of construction design
1. The investor [and/or] project enterprise shall, based on the feasibility study report and the provisions
in the project contract, formulate technical designs and send them to the authorized State agency for
supervision and inspection. If the technical designs contain any change affecting the size, technical
specifications and schedule for project implementation, such change must be approved in writing by
the authorized State agency.
2. The evaluation of construction designs shall be implemented in accordance with the law on
construction.
Article 47 Supervision of implementation of project contract
1. The investor [and/or] project enterprise is responsible for the quality of the works [of the facility
and/or] services of the project; and may itself manage and supervise, or else hire an independent
consultancy organization to manage and supervise execution of the building works and check and
acceptance of various work items and of the whole facility in accordance with the design [and/or]
business plan prescribed in the project contract.
2. The authorized State agency shall supervise compliance by the investor [and] project enterprise with
their obligations prescribed in the project contract.
3. In necessary cases, the authorized State agency may hire a qualified consultancy organization to
support performance of the duties stipulated in clause 2 above.
Article 48 Supervision of quality of works
1. Upon supervision of the quality of works transferred to the State after completion, the State agency
has the following responsibilities in addition to the duties prescribed in article 47 of this Decree:
(a) To inspect supervision of execution of building works in accordance with requirements in the
project contract;
(b) To inspect compliance with the process, standards and technical regulations on
management of operation of the works in accordance with the project contract;

(c) To organize testing of the quality of sections of the works, items of works and of the entire
construction works [facility] if there is any doubt about quality or when requested by the State
administrative agency;
(d) To require the investor to request a contractor to adjust or suspend execution if it is

considered that the quality of work carried out does not satisfy the requirements.
2. The supervision of quality of BT project facilities shall be implemented in accordance with the
procedures applicable to public investment projects.
3. The Ministry of Construction shall provide guidelines for implementation of this article.
Article 49 Management and commercial operation of project facility
1. The investor [and] project enterprise shall manage and commercially operate the project facility or
implement other projects in accordance with the conditions agreed in the project contract.
2. The project enterprise has the following responsibilities during the process of commercial operation
of the facility or provision of services:
(a) To provide products and services, and to perform other obligations in accordance with the
requirements or conditions agreed in the project contract;
(b) To ensure use of the facility in accordance with the conditions prescribed in the project
contract;
(c) To provide equal treatment to all users of products and services provided by the project
enterprise; and not to exercise the right to conduct commercial operation of the facility in
order to refuse to provide services to any user;
(d) To conduct periodical maintenance and repairs, and to ensure that the facility operates safely
in accordance with the design or process undertaken in the project contract.
Article 50 Charges and fees for goods and services and other fees collectible
1. Charges and fees and other fees collectible, and the conditions and procedures for adjusting same
shall be agreed in the project contract on the principles of harmonizing the interests of the investor,
project enterprise, users and the State, and of facilitating the investor to recover investment capital
and generate profit.
2. Any agreement adjusting charges and fees for goods and services and other fees collectible which
the State manages must comply with the law on fees and charges and with the conditions prescribed
in the project contract.
3. The investor [and] project enterprise must provide thirty (30) days prior notice to the authorized State
agency and to users of goods and services prior to adjusting charges and fees for goods and
services and any other fees collectible as prescribed in clauses 1 and 2 above.
Article 51 Support in collecting service fees

The investor [and] project enterprise shall be facilitated to collect full and proper fees and charges for
services and other fees collectible; and the authorized State agency shall support collection of same.
Article 52 Supervision and assessment of investment and financial publicity [transparency]
1. Projects shall be supervised and assessed in accordance with the law on supervision and
assessment of investment and in accordance with the agreements in the project contract.
2. The investor [and] project enterprise must publish financial statements and audit reports in
accordance with law and in accordance with agreements in the project contract.
CHAPTER 8
Finalization and Transfer [Handover] of Project Works [the Facility]
Article 53 Accounting finalization of project facility
1. The investor must conduct accounting finalization of investment capital in construction of the project
facility within six (6) months after the date of completion of construction of such works.
2. The authorized State agency shall reach agreement with the investor on selection of an independent,
competent and experienced auditor to audit the value of investment capital in construction of the
project facility.
3. The Ministry of Finance shall provide guidelines on accounting finalization of the value of a project
facility as prescribed in this article.
Article 54 Transfer of project facility
1. When a project contract contains a provision on transfer [handover] of the project facility, the
authorized State agency and the investor shall reach agreement in the project contract on the
conditions and procedures for such transfer.
2. Transfer of a project facility shall be implemented in accordance with the following conditions and
procedures:
(a) The investor [and] project enterprise must, one (1) year before the date of transfer or within
such other period as agreed in the project contract, publish a notice about transfer of the
project facility, and about the procedures and deadline for liquidation of the contract and for
repayment of debts;
(b) The authorized State agency shall arrange verification of the quality, value and status of the
project facility in accordance with provisions in the project agreement, and shall prepare a list
of assets to be handed over, shall identify any loss and damage, and shall require the project
enterprise to undertake repairs and/or to maintain the facility;
(c) The investor [and] project enterprise must guarantee the assets to be handed over were not
used to guarantee the discharge of any financial or other obligation of the investor or project
enterprise arising prior to the time of the transfer, unless otherwise stipulated in the project
contract;

(d) The project enterprise is responsible to transfer technology, and is responsible for training,
and to provide periodical maintenance and general overhaul to ensure the technical
conditions for normal operation of the facility in conformity with the requirements stipulated in
the project contract;
(dd) The authorized State agency shall, in accordance with its functions and authority, organize
management and operation of the facility after it has been handed over.
CHAPTER 9
Investment Incentives and Guarantees
Article 55 Investment incentives
1. The investor [and] project enterprise are entitled to corporate income tax incentives as stipulated in
the law on corporate income tax.
2. Goods imported in order to implement a project are entitled to incentives stipulated in the law on
import and export duty.
3. The investor [and] project enterprise are exempt from or are entitled to a reduction of land use fees
with respect to that area of land allocated by the State, or are exempt from or entitled to a reduction
of land rent for the duration of project implementation consistent with the law on land.
4. The investor [and] project enterprise are entitled to other incentives stipulated by law.
Article 56 Taxes applicable to contractors participating in project implementation
Both foreign and domestic contractors participating in project implementation shall pay taxes and are
entitled to tax incentives in accordance with law.
Article 57 Guarantee of obligations of investor, project enterprise and other enterprises
The Prime Minister shall, based on the nature [characteristics] and requirements of project implementation,
appoint an agency to act on behalf of the Government to provide a guarantee on provision of raw materials,
on consumption [sale] of products and services, and on other contractual obligations to the investor, project
enterprise or other enterprises participating in project implementation, and a guarantee for performance by
State owned enterprises of the obligation to sell fuel and raw materials to, and to purchase products and
services from the investor [and] project enterprise.
Article 58 Mortgage of assets, and right to business [commercially operate] the project facility
1. The investor [and/or] project enterprise are permitted to mortgage assets, land use rights and the
right to commercially operate the project facility with the lender in accordance with the law on land
and the civil law. The term of a mortgage must not exceed the term of the project contract, unless the
project contract contains some other provision.
2. Any agreement to mortgage assets or the right to commercially operate the project facility must be
made in writing and signed by the lender and the parties which signed the project contract.

3. Any mortgage of assets or of the right to commercially operate the project facility must not adversely
affect the objective, scale, technical specifications, project implementation schedule or other
conditions already agreed in the project contract.
Article 59 Guarantee regarding enforcement of land use right
The purpose of land use for the project is guaranteed [ensured] not to be changed for the entire duration of
implementation of the project contract, even if the lender exercises its step-in right pursuant to article 33 of
this Decree.
Article 60 Guarantee regarding foreign currency balancing
1. The investor [and] project enterprise are permitted to purchase foreign currency from credit
institutions authorized to conduct foreign exchange activities in order to satisfy requirements of
current transactions, capital transactions and other transactions or in order to remit overseas capital,
profit and proceeds from investment liquidation in accordance with the law on foreign exchange
control.
2. Projects within the in-principle decision-making authority of the National Assembly, projects for
construction of infrastructure within investment programs of the Government, and other important
projects pursuant to decisions of the Prime Minister shall be considered for a guarantee regarding
foreign currency balancing in order to conduct the transactions prescribed in clause 1 above.
3. Based on the socio-economic developmental orientation, the policy on foreign exchange control, the
ability to balance foreign currency during each period [from time to time], and the objective and
nature of a project, the Prime Minister shall make a decision and appoint an agency to guarantee
[ensure] foreign currency balancing for any project prescribed in clause 2 above on receipt of a
proposal from a ministry, branch or locality.
Article 61 Guarantee regarding provision of public services
1. The investor [and] project enterprise are permitted to use land, roads and other ancillary works in
order to implement the project in accordance with law.
2. If public services are scarce or if public facilities are limited to certain users, then the investor [and]
project enterprise shall be given priority to provision of services or shall be granted priority right to
use the public facilities in order to implement the project.
3. The authorized State agency is responsible to support [assist] the investor [and] project enterprise to
complete the necessary procedures in order to obtain priority use of public services and public
facilities.
Article 62 Guarantee regarding ownership of assets
1. Lawful assets of investors shall not be nationalized or seized by administrative means.
2. In a case of [actual] compulsory purchase or requisition of assets for reasons of national security and
defence, or in the national interest, or in an emergency case, or for the purpose of disaster
prevention, then the investor shall be paid [or] compensated in accordance with the law on

investment, the law on compulsory purchase and requisition of assets, and in accordance with the
conditions agreed in the project contract.
Article 63 Dispute resolution
1. Any dispute between the authorized State agency on the one hand and an investor or project
enterprise on the other, and any dispute between a project enterprise and other economic
organizations participating in project implementation must first of all be resolved by negotiation and
conciliation. If the dispute is unable to be resolved by negotiation and conciliation, the parties may
refer the dispute for resolution at a Vietnamese arbitration organization or court in accordance with
the law of Vietnam, except for the cases prescribed in clauses 2 and 3 below.
2. Any dispute between the authorized State agency and a foreign investor or project enterprise
established by a foreign investor in accordance with article 42 of this Decree during the process of
implementation of the project contract and guarantee contracts prescribed in article 57 of this Decree
shall be resolved by Vietnamese arbitration or court or by an arbitration tribunal the parties agree to
establish.
3. Any dispute between a project enterprise and a foreign individual or organization, or between [a
project enterprise] and a Vietnamese economic organization, and any dispute between investors
shall be resolved in accordance with provisions of the Law on Investment.
4. Disputes to be settled by arbitration in accordance with provisions in a project contract or in related

contracts are deemed to be commercial disputes. Foreign arbitral awards shall be recognized and
enforced in accordance with the law on recognition and enforcement of foreign arbitral awards.
CHAPTER 10
Responsibilities for State Administration of Investment in PPP Form
Article 64 Responsibilities of Ministry of Planning and Investment
1. To assist the Government to uniformly administer investment activities in the PPP form on a
nationwide basis.
2. To preside over coordination with other relevant ministries and branches to guide implementation of
provisions on management and use of capital supporting investment preparation; procedures for
converting the investment form of projects currently funded by public investment capital; the
application file and procedures for approval of project proposals made by investors; the application
file and procedures for issuance, amendment and revocation of IRCs; the use of State capital
participating in project implementation; the assignment of rights and obligations under a project
contract, and to guide implementation of provisions on other issues within the scope of its authority
as prescribed in this Decree.
3. To evaluate other types of similar project contract proposed by ministries, branches and provincial
people's committees, and to submit same to the Prime Minister for his decision.

4. To preside over coordination with the Ministry of Finance to collate plans on use of State capital
participating in project implementation; and to manage sources of capital supporting investment
preparation.
5. To coordinate with the Ministry of Finance in guiding disbursement of State investment capital used
for project implementation.
6. To issue, amend and revoke IRCs for projects within its authority; to evaluate the sources of State
investment capital used for project implementation; and to provide opinions on issues within the
scope of its functions and powers when requested by a ministry, branch or provincial people's
committee.
7. To preside over coordination with ministries, branches and provincial people's committees to
evaluate and propose application of other forms of investment security 6 not yet prescribed in this
Decree.
8. To preside over coordination with ministries, branches and provincial people's committees in
supervising, inspecting, collating and assessing the status of project implementation on a nationwide
basis.
9. To formulate and manage a national information system and database on PPP investment.
10. To organize training and capacity building for PPP investment.
11. To perform other duties and exercise other powers stipulated by law.
Article 65 Responsibilities of Ministry of Finance
1. To guide the use of costs for investment preparation and project implementation by ministries,
branches and provincial people's committees, to guide the regime on implementation of investment
projects in the PPP form; to guide the financial plans of projects, accounting finalization of project
facilities and other issues within the scope of its authority as prescribed in this Decree.
2. To preside over coordination with the Ministry of Planning and Investment in guiding disbursement of
State investment capital used for project implementation.
3. To coordinate with the Ministry of Planning and Investment to formulate plans on use of State
investment capital for project implementation and on management of sources for supporting [funding]
investment development.
4. To provide opinions on measures being investment incentives and investment guarantees for
projects.
5. To provide opinions on matters within its functions and authority when requested by a ministry,
branch or provincial people's committee.
6 Allens footnote: See articles 38.

6. To collate and assess data on public debt of projects and on financial obligations of the Government.
Article 66 Responsibilities of Ministry of Justice
1. To provide legal opinions on project contracts, on Government guarantee documents and on other
documents relevant to projects which State agencies sign.
2. To participate in negotiation of matters relevant to applicable law, dispute resolution, Government

guarantees and other legal issues of project contracts and related contracts on request by a ministry,
branch or provincial people's committee.
Article 67 Responsibilities of State Bank of Vietnam
1. To provide opinions on the capability of ensuring foreign currency balancing for projects on request
by a ministry, branch or provincial people's committee; to collate the foreign currency demand of
projects and to manage State foreign exchange reserves to ensure the capability of foreign currency
balancing for projects.
2. To participate in evaluating issues within the scope of its functions and authority at the request of a
ministry, branch or provincial people's committee.
Article 68 Responsibilities of Ministry of Construction
1. To guide implementation of provisions on quality control and quality supervision of project facilities
and on the level of operational costs of PMUs.
Article 69 Responsibilities of other ministries and branches
1. To exercise State administration of PPP investment within the scope of their respective authority.
2. To formulate and publish projects within their managerial scope.
3. To preside over coordination with the Ministry of Planning and Investment to guide implementation of
provisions as assigned in this Decree.
5. To collate and assess the status of implementation of projects within the managerial scope of the
branch.

6. To submit to the Prime Minister for his decision implementation of other forms of investment security
not yet prescribed in this Decree.
Article 70 Responsibilities of provincial people's committees
1. To exercise State administration of PPP investment within their localities in accordance with
decentralization of authority stipulated by the Government.
2. To formulate and publish projects within their localities.
3. To evaluate, issue, amend and revoke IRCs for projects within their authority.
4. To participate in evaluating issues within the scope of their functions and authority at the request of a
5. To collate and assess the status of implementation of projects within the managerial scope of the
locality.
6. To preside over coordination with the authorized State agency to arrange site clearance for project
implementation.
7. To submit to the Prime Minister for his decision implementation of other forms of investment security
not yet prescribed in this Decree.
CHAPTER 11
Implementing Provisions
Article 71 Effectiveness
1. This Decree is of full force and effect as from 10 April 2015.
2. As from the effective date of this Decree, the following are hereby repealed:
(a) Decree 108-2009-ND-CP of the Government dated 27 November 2009 on investment in the
forms of BOT, BTO and BT contracts;
(b) Decree 24-2011-ND-CP of the Government dated 5 April 2011 amending the
abovementioned Decree 108;
(c) Decision 71-20109-QD-TTg of the Prime Minister dated 9 November 2010 issuing
Regulations on trial PPP investment form.

Article 72 Transitional provision
1. Project lists announced prior to the effective date of this Decree must be reviewed and re-approved
in accordance with the provisions of this Decree, except where they have already been approved by
the Prime Minister.
2. Feasibility study reports approved prior to the effective date of this Decree are not required to be re-
approved in accordance with this Decree.
3. Projects for which a decision approving the results of selection of investor was made prior to the
effective date of this Decree are not subject to reselection of investor in accordance with this Decree.
4. Project contracts initialled prior to the effective date of this Decree are not required to be
renegotiated.
5. Projects for which an investment certificate was issued or project contracts which were officially
signed prior to the effective date of this Decree shall continue to be implemented in accordance with
the provisions of the investment certificate or project contract.
6. Projects for which a written undertaking or agreement was made by the Prime Minister or by a
ministry, branch or provincial people's committee on the use of State investment capital for project
implementation, on investment incentives and guarantees, and on other matters relevant to project
implementation prior to the effective date of this Decree shall continue to be implemented in
accordance with such written document.
7. Other cases shall be implemented in accordance with a decision of the Prime Minister on the basis of
a proposal from the Ministry of Planning and Investment.
Article 73 Organization of implementation
Ministers, heads of ministerial equivalent agencies and Government agencies, and chairmen of provincial
people's committees are responsible, within the scope of their respective duties and powers, to guide and
implement this Decree.
On behalf of the Government

Prime Minister
NGUYEN TAN DUNG

Government Decree 15 On PPP Investment Form

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Government Decree 15 On PPP Investment Form

Uploaded by

Copyright:

Available Formats

DECREE 15

Dated 14 February 2015

Article 1 Governing scope............................................................................................................................ 1

Article 2 Applicable entities.......................................................................................................................... 1

Article 4 Investment sectors and classification of projects......................................................................... 3

Article 6 Capital sources for supporting investment preparation.................................................................. 5

Article 9 Sequence for implementation of projects...................................................................................... 6

Capital Sources for Project Implementation................................................................................................. 6

Article 10 Equity of and capital raised by investor....................................................................................... 6

Article 14 Disbursement of State investment capital participating in project implementation ......................8

Formulation and Publication of Projects....................................................................................................... 9

Article 16 Contents of a project proposal.................................................................................................... 9

Article 17 Evaluation and approval of a project proposal.......................................................................... 10

Article 18 Announcement [publication] of projects.................................................................................... 11

 Allens - Vietnam Laws Online Database on www.vietnamlaws.com i

Article 21 Application file for an investor-proposed project....................................................................... 12

Article 22 Evaluation and approval of investor-proposed projects............................................................. 12

Article 23 Announcement of investor-proposed projects........................................................................... 12

Formulation, Evaluation and Approval of Feasibility Study Report........................................................13

Article 24 Responsibility to formulate feasibility study report..................................................................... 13

Article 25 Contents of feasibility study report............................................................................................ 13

Article 26 Evaluation of feasibility study report.......................................................................................... 14

Article 27 Authority to approve feasibility study report.............................................................................. 15

Article 28 Amendment of feasibility study report........................................................................................ 15

Selection of Investor and Signing of Investment Agreement and Project Contract.............................16

Article 29 Selection of investor................................................................................................................... 16

Article 30 Signing investment agreement.................................................................................................. 16

Article 31 Signing project contract............................................................................................................. 16

Article 32 Contents of project contract....................................................................................................... 17

Article 33 Project step-in right of the lender............................................................................................... 18

Article 34 Assignment of rights and obligations in project contract............................................................ 18

Article 35 Amendment and addition to project contract.............................................................................. 18

Article 36 Term of project contract............................................................................................................. 18

Article 37 Applicability of foreign law.......................................................................................................... 19

Article 38 Security for performance of project contract.............................................................................. 19

Procedures for Registration of Investment and Establishment of Project Enterprise.........................19

Article 41 Contents of investment registration certificate............................................................................ 20

Article 42 Establishment of project enterprise............................................................................................ 21

 Allens - Vietnam Laws Online Database on www.vietnamlaws.com ii

Article 43 Conditions for commencement of implementation of project...................................................... 21

Article 44 Selection of contractors to implement project............................................................................ 21

Article 45 Preparation of construction site.................................................................................................. 21

Article 46 Preparation of construction design............................................................................................. 21

Article 47 Supervision of implementation of project contract...................................................................... 22

Article 48 Supervision of quality of works................................................................................................... 22

Article 49 Management and commercial operation of project facility......................................................... 22

Article 51 Support in collecting service fees............................................................................................... 23

Finalization and Transfer [Handover] of Project Works [the Facility].....................................................23

Article 53 Accounting finalization of project facility..................................................................................... 23

Article 54 Transfer of project facility........................................................................................................... 24

Investment Incentives and Guarantees....................................................................................................... 24

Article 55 Investment incentives................................................................................................................. 24

Article 56 Taxes applicable to contractors participating in project implementation.....................................25

Article 59 Guarantee regarding enforcement of land use right................................................................... 25

Article 60 Guarantee regarding foreign currency balancing....................................................................... 25

Article 61 Guarantee regarding provision of public services...................................................................... 26

Article 62 Guarantee regarding ownership of assets................................................................................. 26

Article 63 Dispute resolution...................................................................................................................... 26

Responsibilities for State Administration of Investment in PPP Form...................................................27

Article 64 Responsibilities of Ministry of Planning and Investment............................................................. 27

Article 65 Responsibilities of Ministry of Finance....................................................................................... 28

Article 66 Responsibilities of Ministry of Justice......................................................................................... 28