On 11 September 2025, the Government of Vietnam issued Decree No. 243/2025/ND-CP (“Decree 243”), providing detailed instructions for the implementation of the Law on Public-Private Partnership Investment.
Decree 243 lays down comprehensive rules on project approval, investor selection, contract structuring, and financial and reporting obligations. Its overarching aim is to streamline administrative processes, bolster transparency, and sharpen the appeal of PPP projects to both domestic and foreign investors.
Core Changes
1. Investor-Proposed PPP Projects
For the first time, Decree 243 dedicates an entire section to unsolicited, investor-proposed PPP proposals, differentiating based on whether an investment policy decision (“IPD”) is required. In Vietnam, the requirement for an IPD is tiered and specifically delegated, with PPP projects generally requiring an investment policy decision, either from the National Assembly, the Prime Minister or another competent sectoral agency at the central or provincial level.
Under Article 2.6 of Vietnam’s Law No. 90/2025/QH15, certain PPP projects are exempt from the IPD requirement. These include projects that do not use State capital, those in science, technology, or innovation sectors, those involving high or new technologies, projects using O&M contracts, and BT contracts paid via land funds.
- For IPD projects: Article 26 sets out procedures for unsolicited projects that require an investment policy decision, including steps for proposal submission, appraisal, and approval of pre-feasibility studies, with clear responsibilities assigned to investors and competent authorities.
- For non-IPD projects: Article 27 regulates unsolicited projects that do not require an investment policy decision, clarifying requirements for feasibility studies, environmental assessments, and other appraisal processes.
This framework creates a more transparent pathway for unsolicited PPP initiatives, balancing investor initiative with State oversight.
2. Investor Selection Principles
Decree 243 refines the rules governing how investors are chosen for PPP projects:
- Preferential treatment (Art. 30): Certain investors—such as those advancing domestic participation, applying high-tech solutions, or investing in disadvantaged areas—may benefit from well-defined preferences applied transparently and consistently.
- Selection timelines (Art. 31): New deadlines seek to ensure that bidding procedures progress on schedule, reducing the delays that previously undermined project bankability.
- Performance security (Art. 34): A standardized framework for performance guarantees strengthens enforcement against non-performance and aligns investor obligations with project scale and risk.
Together, these measures enhance competitiveness, predictability, and confidence in the investor selection process.
3. Direct Appointment & Special Selection
While competitive bidding remains the rule, Decree 243 also clarifies exceptions:
- Direct appointment (Art. 55): Permissible only in limited cases, such as urgent projects, those involving national security, or when only one qualified investor exists. Authorities must justify and document such direct appointments.
- Special selection (Art. 57): For extraordinary cases, higher-level approval allows tailored mechanisms—ensuring flexibility for complex projects while safeguarding transparency and state interests.
4. Violations & Sanctions
Decree 243 introduces stronger compliance and enforcement tools:
- Bidding process integrity (Art. 73): To maintain the fairness, transparency and competitiveness of the bidding process, authorities may impose measures such as the cancellation of bidding, suspension of procedures, invalidation of results, and annulment of prior approvals.
- Prohibitions (Art. 74): Parties engaging in fraud, collusion, or corruption can be barred from PPP activities for a defined period of up to 5 years.
These provisions signal a higher degree of accountability and align Vietnam’s PPP regime more closely with international best practice.
5. Strategic Insights & Key Takeaways
Effective immediately upon issuance, Decree 243 reshapes Vietnam’s PPP framework: unsolicited proposals face clearer processes; investor selection is more competitive and disciplined; direct appointments are rare and closely regulated; and violations carry sharper consequences.
This signals a clear shift towards a more structured and transparent market, creating a formal pathway for investor-led initiatives while demanding a higher standard of competition and compliance. Investors must now navigate this landscape with robust proposals and a diligent approach to the new rules to capitalize on opportunities and mitigate the heightened risks.
For further insights on Decree 243 or PPP projects in Vietnam, please contact DFDL.
The information provided here is for information purposes only and is not intended to constitute legal advice. Legal advice should be obtained from qualified legal counsel for all specific situations.
