Decree 239/2025/ND-CP Amending Investment Law Guidance

On September 3, 2025, the Government issued Decree 239/2025/ND-CP, which amends and supplements a number of articles of Decree 31/2021/ND-CP dated March 26, 2025, detailing and guiding the implementation of a number of articles of the Investment Law. This decree officially took effect on September 3, 2025, and includes many new regulations on determining areas eligible for investment incentives, the components of application files, procedures for approving investors, and issuing investment registration certificates. The following article from Viet An Law will provide updates on the notable regulations in Decree 239/2025/ND-CP amending investment law guidance.

Guidance on electronic files for investment administrative procedures

Investors can choose one of three methods to submit their applications: in person, online, or via public postal services, as appropriate for the specific administrative procedure.

For online submissions, Decree 239/2025/ND-CP amending investment law guidance adds new guidance on electronic files for investment administrative procedures in Clause 1, Article 6 of Decree 31/2021/ND-CP, as follows:

• Electronic copies of documents must bear digital signatures as per the law on electronic transactions and have the same legal value as physical documents already submitted to the Ministry of Finance and the investment registration authority;
• In the event of any discrepancy between the physical documents and the electronic documents, the physical documents shall prevail.

Amendments and supplements to documents in the investment registration application

The application for an Investment Registration Certificate has been revised and now includes the contents specified in Clause 1, Article 31 of Decree 31/2021/ND-CP, which is amended and supplemented by Clause 8, Article 1 of Decree 239/2025/ND-CP.

Essentially, the components of the application under this new regulation are similar to those in Clause 1, Article 33 of the Investment Law 2020. However, there are adjustments to the explanatory documents for the proposal for the method of investor selection, which now include:

• Documents proving that land has been cleared (if any), other explanatory documents (if any) in the case of a proposal for investor selection through land use right auction in accordance with regulations of law on land;
• Documents proving that land has not been cleared (if any), other explanatory documents (if any), in the case of a proposal for investor selection through bidding for a land-using project. In this case, the investment proposal shall specify the total estimated cost of project execution that is determined according to the total investment of the project in accordance with the regulations of law on construction, exclusive of the costs of compensation, assistance, and resettlement.
• A valid copy of the decision on land allocation or decision on land lease or the land use right lease contract or certificate of land use rights, certificate of ownership of houses and land use rights, certificate of land use rights, ownership of houses and other property on land in the case of proposal for approval for both investment guidelines and investor regarding the investor that has the land use rights as specified in point a clause 4 Article 29 of the Law on Investment;
• A valid copy of the competent People’s Committee’s written approval for receipt of the land use rights, receipt of the land use rights as contributed capital or lease of the land use rights for project execution and valid copies of other documents containing agreement on use of location for project execution in the case of proposal for approval for both investment guidelines and investor concerning the investor receiving the agricultural land use rights, receiving the agricultural land use rights as contributed capital or leasing the agricultural land use rights for execution of the non-agricultural production or business investment project as prescribed in point b cause 4 Article 29 of the Law on Investment.

Shortening the time for approval for investment guidelines and issuance of investment registration certificates

Approval for investment guidelines

The new regulations in Decree 239/2025/ND-CP have shortened the time for processing investment policy approval procedures under Decree 31/2021/ND-CP, specifically:

• Approval for investment guidelines by the Prime Minister: Within 20 days from the receipt of the valid application (previously 40 days), the Ministry of Finance shall appraise it and prepare an appraisal report. Within 05 days from the receipt of the appraisal report of the Ministry of Finance (previously 7 days), the Prime Minister shall grant approval for investment guidelines.
• Approval for investment guidelines by the provincial People’s Committee: Within 03 days from the receipt of the application and appraisal report, the provincial People’s Committee shall consider approving investment guidelines of projects (previously 07 days).

Issuance of the investment registration certificate

Previously, according to Clause 3, Article 36 of Decree 31/2021/ND-CP, the investment registration authority shall issue the investment registration certificate to the investor within 15 days from the receipt of the valid application if the conditions are satisfied. However, from September 3, 2025, the new regulation in Decree 239/2025/ND-CP has shortened this time to “10 days from the receipt of the valid application”.

The new regulations in Decree 239/2025/ND-CP, which amends Decree 31/2021/ND-CP guiding the Investment Law, have contributed to simplifying administrative procedures, reducing the time burden for investors, and increasing transparency and timeliness in state management of investment. Shortening the processing time not only helps accelerate project implementation and saves opportunity costs for businesses but also enhances the attractiveness of Vietnam’s investment environment in the increasingly fierce competition to attract both domestic and foreign investment.

Simplified procedures for project duration and extension

Decree 239/2025/ND-CP amends and supplements Article 27 of Decree 31/2021/ND-CP, simplifying procedures related to project duration and extension:

• The project duration is calculated from the date of approval or land transfer, with adjustments if the transfer of land is delayed.
• No adjustment to the project duration is required if the delay in land transfer does not affect the project’s progress; investors can choose the adjustment procedure themselves.
• It allows for annual extensions for projects that meet the conditions until a land use plan is available, requiring administrative procedures only for the first year.
• It updates the criteria for not extending projects that use outdated technology, adding standards for machinery and a list of prohibited technologies.

Simplified project approval procedures

Decree 239/2025/ND-CP amends and supplements Articles 32 and 33 of Decree 31/2021/ND-CP, focusing on simplifying investment project approval procedures:

• Amendments and supplements to Article 32 of Decree 31/2021/ND-CP: Adds provisions on the proposal file; updates the deadlines for submission, consultation, and approval decisions by the Prime Minister, including environmental impact assessments. It also details the structure of housing and land for social housing.
• Amendments and supplements to Article 33 of Decree 31/2025/ND-CP: Updates the provincial-level approval procedures, consultations, and deadlines, especially with the management board. It adds provisions to handle inter-provincial projects, with the lead agency coordinating with local state management agencies for investment.

Determining areas eligible for investment incentives under a two-tier local government model

One of the notable points of Decree 239/2025/ND-CP is the amendment of regulations on the principles for determining areas eligible for investment incentives in the context of administrative unit reorganization.

Previously, Decree 31/2021/ND-CP mainly applied at the district level, while in reality, the strong reorganization and merger of commune-level administrative units have been carried out under a two-tier local government model. This led to many legal situations that were not fully addressed.

Decree 239/2025/ND-CP remedies this gap by specifying the principles for determining areas eligible for investment incentives for commune-level administrative units after reorganization, separation, or upgrading. The method of determination is designed to be flexible:

Determining areas eligible for investment incentives under a two-tier local government model

The commune-level area, which was located in an extremely disadvantaged district before the arrangement of administrative divisions and the organization of two-level local governments, shall be considered as an extremely disadvantaged area.

The commune-level area, which was located in a disadvantaged district before the arrangement of administrative divisions and the organization of two-level local governments, shall be considered a disadvantaged area.

Regarding a new commune-level administrative division, which is established after the consolidation of commune-level administrative divisions in areas with different socio-economic conditions, before the arrangement of administrative divisions and the organization of two-level local governments, follow the instructions below:

• The newly established commune-level administrative division shall be considered as an area eligible for investment incentives enjoyed by the majority of commune-level administrative divisions;
• If the number of commune-level administrative divisions in a disadvantaged area equals that in an extremely disadvantaged area, the newly established commune-level administrative division shall be considered as an extremely disadvantaged area;
• If the number of commune-level administrative divisions in a disadvantaged area equals that in an area not affiliated to the area eligible for investment incentives, the newly established administrative division shall be considered as a disadvantaged area;
• If the number of commune-level administrative divisions in an extremely disadvantaged area equals that in an area not affiliated to the area eligible for investment incentives, the newly established administrative division shall be considered as an extremely disadvantaged area.

Amending regulations on investment in the construction and commercial operation of infrastructure of industrial parks, export-processing zones, hi-tech zones, concentrated digital technology zones, and economic zones

The investment in the construction and commercial operation of infrastructure of industrial parks, export-processing zones, and concentrated digital technology zones must conform to the industrial park, export-processing zone construction, and concentrated digital technology zone planning approved by a competent authority.

Decree 239/2025/ND-CP amends and supplements Article 61 of Decree 31/2021/ND-CP, for disadvantaged areas, the provincial People’s Committees shall, according to specific local conditions, request the Prime Minister to decide to establish or assign revenue-generating public service providers act as investors in the project on construction and commercial operation of infrastructure of industrial parks, export-processing zones and concentrated digital technology zones.

Every investor executing a project on investment in the construction and commercial operation of infrastructure of an industrial park, export-processing zone, hi-tech zone, and economic zone also has expanded business rights, including:

• Constructing buildings, offices, warehouses, and depots for sale or for lease.
• Setting land lease prices, infrastructure fees, and other service fees, with a requirement to register a price framework with the Management Board every 6 months.
• Collecting infrastructure fees and transferring or leasing land with infrastructure as per the laws on land and real estate business.

These new regulations will contribute to creating transparency, promoting competition, and increasing the autonomy of infrastructure developers.

Above is the information on the issue of Decree 239/2025/ND-CP amending investment law guidance. Clients who have related questions or need legal support, please contact Viet An Law Firm for the best support!