On 7 July 2026, the Government of Vietnam issued Decree No. 274/2026/ND-CP detailing a number of provisions and measures for implementing the Law on Bidding regarding the selection of investors to implement business investment projects. The Decree took effect on 21 August 2026, except for Article 74 concerning amendments to certain provisions applicable to projects implemented under Build–Transfer contracts, which took effect on the date of issuance.
The enactment of Decree No. 274/2026/ND-CP represents a significant development in Vietnam’s legal framework governing investor selection. Instead of maintaining separate regulations for land-using investment projects and projects subject to investor selection under sector-specific legislation, the new Decree establishes a unified regulatory framework while incorporating recent changes in the laws on investment, land, bidding and relevant industries and sectors.
The importance of Decree No. 274/2026/ND-CP lies not only in its consolidation of the previous regulatory instruments, but also in its revised approach to identifying projects subject to bidding, preparing and disclosing project information, organising invitations for expressions of interest, evaluating investors, applying investment preferences and implementing projects following completion of the investor selection process.
1. Consolidation of the legal framework for investor selection
Before Decree No. 274/2026/ND-CP took effect, investor selection procedures were regulated under several different legal instruments, principally:
- Decree No. 23/2024/ND-CP, applicable to projects subject to investor selection under sector-specific legislation;
- Decree No. 115/2024/ND-CP, applicable to land-using investment projects; and
- Decree No. 225/2025/ND-CP, amending and supplementing certain provisions of the above-mentioned decrees.
The simultaneous application of several regulatory instruments created potential inconsistencies in procedures, allocation of authority and documentary requirements among different categories of projects. Decree No. 274/2026/ND-CP addresses this issue by consolidating most regulations on investor selection into a single legal instrument.
From 21 August 2026, Decree No. 23/2024/ND-CP, Decree No. 115/2024/ND-CP and Decree No. 225/2025/ND-CP ceased to have effect, except for Article 69 of Decree No. 115/2024/ND-CP, which continues to apply in accordance with the relevant transitional provisions.
This consolidated approach should enable competent authorities, investors and professional advisers to identify the applicable procedure for each project more efficiently, while reducing overlaps between bidding, land, investment and sector-specific legislation.
2. Reclassification of projects subject to investor selection through bidding
Decree No. 274/2026/ND-CP classifies projects subject to investor selection through bidding into three principal groups.
The first group consists of land-using investment projects subject to bidding in accordance with land legislation.
The second group comprises land-using investment projects within industries or sectors for which sector-specific legislation requires investor selection through bidding.
The third group includes investment projects that do not use land but are nevertheless subject to bidding under sector-specific legislation and are not subject to public asset auctions.
For land-using projects regulated by sector-specific legislation, the Decree identifies several notable categories, including:
- Investment projects for the construction of domestic solid waste treatment facilities;
- Investment projects for the construction of water supply facilities;
- Market construction projects;
- Rest-stop investment projects;
- Projects for the construction of new airports;
- Socialisation projects in education, healthcare, culture, sports and environmental protection;
- Projects involving the renovation or reconstruction of apartment buildings;
- Electricity business investment projects; and
- Other projects involving land recovery by the State and subject to investor selection under relevant sector-specific legislation.
By identifying these project categories directly in the Decree, the new regulations enable investors to determine the applicable project access mechanism at an earlier stage. However, whether a particular project is subject to bidding must still be assessed comprehensively under land, investment and sector-specific legislation in force at the time of project preparation.
3. Clearer conditions applicable to land proposed for project implementation
For land-using investment projects, Decree No. 274/2026/ND-CP requires the proposed project land to satisfy the following fundamental conditions.
First, the land must fall within a category subject to land recovery by the State or constitute land managed by a State agency or organisation and eligible for lease by the State in accordance with applicable law.
Second, the land must be included in the list of land areas designated for land-using investment projects subject to bidding, as approved by the relevant provincial-level People’s Council under land legislation.
Where a proposed project site contains land managed by a State agency or organisation under Article 217 of the Land Law, the State may recover such land and allocate or lease the entire site through an investor selection process.
This provision establishes a legal basis for dealing with project sites containing land parcels of different legal status and facilitates the formation of a unified land area for project implementation. Nevertheless, the investor selection schedule will continue to depend substantially on the approval of the relevant land list, determination of the land recovery boundary and preparation of compensation, support and resettlement arrangements.
4. Clarification of projects not subject to bidding
Not every land-using project or project operating in a regulated industry or sector is required to undergo investor selection through bidding.
The Decree excludes projects eligible for land allocation or land lease without an auction of land use rights and without investor selection through bidding under applicable law. The Decree also does not apply where a project is subject to an auction of land use rights, an auction of public assets or another investor selection mechanism prescribed by specialised legislation.
For certain socialisation projects, apartment renovation or reconstruction projects and electricity business investment projects, the requirement to organise bidding arises only where at least two investors express an interest in implementing the project.
This mechanism reflects the principle of genuine competition. Where there is no actual competition between multiple qualified investors, conducting a full bidding procedure may not achieve its intended selection objective and may unnecessarily delay project implementation.
5. Simplification of project preparation and disclosure
One of the practical improvements introduced by Decree No. 274/2026/ND-CP is the clearer distinction between the legal bases for disclosing information on two different categories of projects.
For projects subject to investment policy approval, the investment policy approval decision provides the basis for project disclosure and commencement of the investor selection process.
For projects not subject to investment policy approval, the competent authority must approve the business investment project information before organising the bidding procedure. The approved information must specify the project’s essential particulars, including its name, objectives, scale, location, operational term, implementation schedule, existing and proposed land use, preliminary total investment capital and applicable sector-specific requirements.
An investor may also propose a project where permitted by law. However, submission of a project proposal does not confer an automatic entitlement on the proposing investor to be selected. The project must still undergo appraisal, information approval, public disclosure and investor selection in accordance with the principles of competition, fairness and transparency.
This mechanism creates an additional channel through which private investors may submit investment initiatives while preserving the State’s authority to determine whether a proposed project is consistent with applicable planning, land use requirements and socio-economic development objectives.
6. Invitations for expressions of interest are not required for every project
Decree No. 274/2026/ND-CP continues to use the invitation for expressions of interest as a mechanism for assessing market interest, but it does not require this procedure for every project.
The procedure is particularly relevant to projects for which the participation of at least two interested investors is a prerequisite for organising bidding. The invitation documents may only specify requirements necessary to assess investors’ eligibility and capacity to implement the project. They must not contain conditions that restrict investor participation or create an unfair advantage for one or several investors.
Invitation documents may be prepared and approved concurrently with the investment policy approval process or the process for approving project information. This allows certain preparatory activities to proceed in parallel, thereby reducing the time required before the project is formally offered to the market.
The results of the invitation process are handled as follows:
- Where at least two investors satisfy the applicable requirements, a competitive bidding procedure must be conducted;
- Where only one investor registers and satisfies the requirements, or several investors register but only one satisfies the requirements, that investor may proceed with the investor approval procedure under investment legislation without having to repeat the investment policy approval procedure; or
- Where no investor satisfies the requirements, the invitation process is concluded and the competent authority may consider the appropriate next steps.
This mechanism may substantially shorten the processing period for projects where effective competition does not materialise.
7. Further specification of investor selection methods and procedures
The Decree prescribes procedures corresponding to each form and method of investor selection, including open bidding, limited bidding, investor appointment and investor selection in special cases.
For ordinary projects, the basic process comprises project disclosure, preparation and organisation of the bidding process, evaluation of bids, appraisal and approval of the investor selection result, and negotiation, finalisation and execution of the project contract.
For projects involving specific socio-economic development requirements where technical, social or environmental evaluation criteria cannot be fully determined at the outset, the Decree permits open bidding under a two-stage, single-envelope method. This method enables the competent authority to receive and refine technical solutions before requiring investors to submit complete bids.
Investor appointment and investor selection in special cases must be supported by a specific legal basis and satisfy all applicable conditions and approval requirements under the Law on Bidding. These mechanisms are not intended to operate as ordinary alternatives to competitive bidding.
8. Preferential treatment linked to technology and innovation
Decree No. 274/2026/ND-CP introduces a preferential evaluation mechanism for investors possessing or committing to provide technological and innovative capabilities.
An investor committing to technology transfer, high-technology activities or the application of technology included in an encouraged technology list may receive a preference of 2% in the evaluation of its bid.
Investors qualifying as science and technology enterprises, innovative start-up enterprises, recognised organisations supporting innovative start-ups, innovation centres, strategic technology enterprises, high-technology enterprises or high-technology incubation establishments may receive a preference of 5%.
A foreign investor committing to transfer technology to a domestic investor or partner may also receive a preference of 2%.
The preference is applied by adding the relevant percentage to the investor’s aggregate score for comparison and ranking purposes. An investor seeking preferential treatment must submit supporting documentation with its bid and must fulfil its commitments if selected.
Technology commitments therefore constitute more than a means of obtaining additional evaluation points. They must be incorporated into the project contract and may become binding legal obligations throughout project implementation.
9. Digitalisation of the investor selection process
Decree No. 274/2026/ND-CP establishes a roadmap for expanding online investor selection through the National E-Procurement System.
From 1 January 2027, the submission of project proposals and the organisation of invitations for expressions of interest must be conducted through the system.
From 1 April 2027, online investor selection will apply to projects conducted through open or limited bidding, except for cases exempted from online implementation under the applicable regulations.
The transition to electronic procedures is expected to reduce administrative costs, standardise data, improve progress monitoring and minimise differences in document submission practices among local authorities.
Investors should nevertheless take practical steps to prepare for the new requirements, including registering and maintaining accurate information on the National E-Procurement System, obtaining valid digital signatures, assigning account administrators and ensuring compliance with technical requirements concerning file size, format and submission deadlines. Technical errors or late submission may directly affect an investor’s eligibility to participate.
10. Standardisation of project contract negotiation and implementation
Following approval of the investor selection result, the competent authority and the successful investor must negotiate, finalise and execute the business investment project contract.
The contract must fully reflect the commitments contained in the investor’s bid, including the schedule for equity contribution, capital mobilisation, construction and commencement of operations, as well as financial, technological, environmental, social and sector-specific obligations.
Notably, the Decree requires the project contract to address the transfer of the project and the transfer of shares or capital contributions in the economic organisation established by the selected investor. Before the project enters the operational stage, changes in ownership must satisfy conditions intended to ensure that the selected investor remains responsible for the qualifications and commitments relied upon during the bidding process.
After the project commences operations, transfers of shares or capital contributions may be carried out in accordance with enterprise legislation and the legislation applicable to the relevant form of economic organisation, subject to the project contract and any applicable investment conditions.
Investors should therefore consider the proposed project company structure, financing arrangements, lenders’ rights and potential capital transfer mechanisms from the outset of the project.
11. Transitional arrangements based on the status of each project
Decree No. 274/2026/ND-CP does not apply a single transitional mechanism to all ongoing projects. Instead, it differentiates between projects according to the stage reached in the investor selection process.
Where invitation documents, bidding documents or request documents were being prepared but had not been approved by the effective date of the Decree, or had been approved but not yet issued, they must be prepared or amended in accordance with the Law on Bidding and Decree No. 274/2026/ND-CP.
Where the relevant documents had already been issued but bids had not yet been opened, the competent authority may permit the process to continue under the issued documents or extend the submission deadline to allow the documents to be amended in accordance with the new regulations.
Where the investor selection result had been approved but the project contract had not yet been executed, negotiation and execution may proceed on the basis of the approved result, the investor’s bid and the bidding documents already issued.
Project contracts executed before the effective date of the Decree may continue to be performed. Where an amendment is required in respect of a matter not regulated by the law applicable at the time of execution, or where an amendment is necessary to ensure project effectiveness, the parties may agree on such amendment in accordance with the Law on Bidding, Decree No. 274/2026/ND-CP and other relevant legislation in force at the time of amendment.
Determining the precise procedural status of each project is therefore essential. Projects of the same nature may be governed by different procedural requirements depending on whether the relevant documents have been approved, issued or opened, or whether the investor selection result has already been approved.
12. Practical considerations for investors
Decree No. 274/2026/ND-CP establishes a more unified and streamlined procedural framework but does not reduce the importance of proper project preparation. Before participating in an investor selection process, investors should consider the following matters.
First, the legal basis for requiring investor selection should be accurately identified under land, investment and relevant sector-specific legislation.
Second, investors should review the legal status of the project land, applicable planning, approved lists of land designated for bidding, land recovery boundaries and the feasibility of compensation, support and resettlement arrangements.
Third, equity requirements, experience in comparable projects, financing capability and the proposed consortium structure should be assessed from the expression-of-interest stage.
Fourth, an investor seeking technology-related preferences should prepare complete supporting documentation and ensure that its proposed commitments are commercially and technically capable of implementation.
Fifth, the draft project contract should be carefully reviewed, particularly the provisions governing schedule adjustments, breach and termination, project transfers, changes in consortium members, and transfers of capital in the project company.
Sixth, investors should prepare the necessary accounts, digital signatures and internal procedures for participation through the National E-Procurement System in accordance with the mandatory online implementation roadmap commencing in 2027.
Conclusion
Decree No. 274/2026/ND-CP not only consolidates the previous regulations on investor selection but also restructures the entire process, from project identification, land preparation, information disclosure and invitations for expressions of interest to competitive bidding, contract execution and project implementation.
The new framework is expected to shorten project preparation periods, improve transparency and provide investors with more equal access to investment opportunities. At the same time, it imposes higher expectations regarding consistency between an investor’s bid, actual capacity, technological commitments, financing plan and project implementation obligations.
Investors considering land-using projects or projects in infrastructure, energy, environmental protection, aviation, water supply, markets, housing or socialisation sectors should review Decree No. 274/2026/ND-CP from the earliest stages of project development. Early legal assessment will assist investors in identifying the correct regulatory pathway, mitigating procedural risks and improving their competitiveness throughout the investor selection process.
This legal update is intended to provide general information only and does not constitute legal advice for any particular transaction or project.
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