Procedures for Securing Project Implementation by Investors under the Law

Short answer: Under current law, an investor must make a deposit or obtain a guarantee for the deposit obligation from a credit institution to secure the implementation of an investment project where the State allocates land, leases land, or permits a change of land-use purpose — except for 05 exempted cases under Clause 1, Article 30 of the Law on Investment 2025. Legal basis: Article 30 of the Law on Investment 2025 (No. 143/2025/QH15, effective from 01/03/2026) and Articles 26 and 27 of Decree 96/2026/ND-CP (effective from 31/03/2026, replacing Decree 31/2021/ND-CP).

1. What are the regulations on securing the implementation of investment projects?

Under Article 30 of the Law on Investment 2025 (No. 143/2025/QH15, effective from 01/03/2026), securing the implementation of investment projects is regulated as follows:

– Investors must make a deposit or obtain a bank guarantee for the deposit obligation to secure the implementation of investment projects where the State allocates land, leases land, or permits a change of land-use purpose, except in the following cases:

+ Investors winning a land-use right auction;

+ Investors winning a bidding to implement an investment project using land;

+ Investors allocated or leased land by the State on the basis of receiving a transfer of an investment project for which a deposit has been made or capital contribution and mobilization completed per the schedule in the investment policy approval document or the Investment Registration Certificate;

+ Investors allocated or leased land, or permitted to change the land-use purpose (if any), by the State to implement an investment project on the basis of receiving a transfer of land-use rights and land-attached assets from another land user;

+ Investors winning a mineral exploitation right auction.

– The deposit to secure project implementation is calculated as a percentage of the project’s investment capital on a progressive basis: 3% of the capital portion up to VND 300 billion; 2% of the portion over VND 300 billion to VND 1,000 billion; 1% of the portion over VND 1,000 billion (Clause 2, Article 27 of Decree 96/2026/ND-CP). The investment capital used as the calculation base excludes land-use fees, land rent payable to the State and construction costs of works the investor must hand over to the State for management upon completion (Clause 3, Article 27). Investors enjoy a 25% reduction (incentivized business lines; difficult areas) or a 50% reduction (specially incentivized business lines; extremely difficult areas) in the cases under Clause 4, Article 27.

Specifically, this matter is guided by Article 26 of Decree 96/2026/ND-CP: except in the cases under points a, b, c, d and đ of Clause 1, Article 30 of the Law on Investment 2025, investors must make a deposit or obtain a guarantee from a credit institution or foreign bank branch established under Vietnamese law (collectively called a credit institution) for the deposit obligation to secure the implementation of investment projects where the State allocates land, leases land, or permits a change of land-use purpose.

– Where the deposit obligation is guaranteed, the credit institution is responsible for paying the deposit amount the investor must pay in the case prescribed in Clause 13, Article 27 of this Decree.

– The guarantee agreement for the deposit obligation between the credit institution and the investor is signed and performed under civil law, credit law, bank guarantee law, and related laws.

2. What are the regulations on the procedure for securing project implementation?

Under Article 27 of Decree 96/2026/ND-CP, the procedure for securing the investor’s project implementation is regulated as follows:

The investor’s obligation to secure project implementation under Clause 1, Article 26 of this Decree is performed on the basis of a written agreement between the investment registration authority and the investor. The agreement on securing investment project implementation includes the following main contents:

– Project name, objectives, location, scale, investment capital, implementation schedule, and operation term of the investment project as prescribed in the investment policy approval decision, the investment policy approval decision concurrent with investor approval, the investor approval decision, or the Investment Registration Certificate;

– Measures to secure investment project implementation (deposit or guarantee for the deposit obligation as prescribed in Clause 1, Article 26 of this Decree);

– The amount securing investment project implementation determined under Clauses 2, 3, and 4 of this Article;

– Timing and duration of securing investment project implementation under Clauses 5, 6, and 7 of this Article;

– Conditions for refund, adjustment, or termination of securing investment project implementation under Clauses 9, 10, and 11 of this Article;

– Remedial measures in the case prescribed in Clause 12 of this Article;

– Other rights, obligations, and responsibilities of the parties related to the contents at points a, b, c, d, đ, e, and g of this Clause;

– Other contents as agreed between the parties but not contrary to the Law on Investment 2025, this Decree, and related laws.

3. Must an investor winning a land-use right auction still make a deposit where the State leases land with annual land rent?

Under current law, an investor winning a land-use right auction is exempt from the deposit obligation (point a, Clause 1, Article 30 of the Law on Investment 2025) — this exemption no longer distinguishes between one-time land rent payment and annual land rent payment, unlike the regime under the Law on Investment 2020.

Note: interpretive documents issued under the Law on Investment 2020 (such as Official Letter 2541/CV-TCT dated 18/04/2022, under which an investor winning a land-use right auction for a project where the State leases land with annually-paid land rent was still required to make a deposit) are no longer consistent with the current legal framework and should not be applied to projects implemented from 01/03/2026.

As to the timing of the deposit obligation: the investor makes the deposit or submits the guarantee commitment after being granted the decision approving the investment policy concurrent with investor approval or the investor approval decision, and before implementing the approved compensation, support and resettlement plan or before the decision on land allocation, land lease, or change of land-use purpose is issued (point a, Clause 5, Article 27 of Decree 96/2026/ND-CP).

Transitional provisions: projects that performed the deposit obligation under Decree 31/2021/ND-CP before 31/03/2026 are handled under the transitional provisions (Article 102 of Decree 96/2026/ND-CP; Article 52 of the Law on Investment 2025). Investors are not required to re-carry out investment policy approval procedures for projects approved before the Law on Investment 2025 took effect.

This article was reviewed by ANT Legal’s AI Legal Council under a 7-step internal process (cross-checked against current law — Decree 96/2026/ND-CP and the Investment Law 2025, effective 31/3/2026 and 01/3/2026). This is not confirmation that a human lawyer has reviewed your specific case.