1. Law on Geology and Minerals

The National Assembly passed the Law No. 54/2024/QH15 on Geology and Minerals (“GML 2024”) dated 29 November 2024. The GML 2024 takes effect from 1 July 2025 (except for some provisions which took effect from 15 January 2025) and replaces the Law on Minerals 2010, as amended. Below are some key points of the GML 2024.

Classification of minerals

The GML 2024 classifies minerals into four groups. Group I minerals include metal minerals, energy minerals, precious stones, semi-precious stones, and industrial mineral substances. Group II minerals include minerals used as construction materials for the manufacture of cement, tiles, ceramic sanitary wares, construction glasses, paving stones, art tiles, industrial lime and refractory materials. Group III minerals include minerals used as ordinary construction materials, peat, mineral mud, mineral water and natural thermal water. Group IV minerals include clay, soil, pebbles, gravel, and sand (excluding sand and gravel in river beds, lake beds, and sea areas) which are commonly used for levelling and filling works or building irrigation works. Each group will be subject to different requirements for planning, exploration and mining.

Exploration for minerals

The GML 2024 provides the conditions and the principles for granting licences to explore Group I, II, and III minerals. For Group IV minerals, an exploration licence is not required but the relevant organisation or individual must conduct a survey and assessment of general information on the minerals proposed to be mined. Details on such survey and assessment are specified in Articles 3 to 6 of Circular 01/2025/TT-BTNMT detailing the implementation of certain provisions of the GML regarding the mining of Group IV minerals dated 15 January 2025.

Organisations that can obtain exploration licences include: enterprises incorporated under the Law on Enterprises, cooperatives and unions of cooperatives incorporated under the Law on Cooperatives, and foreign enterprises having a representative office or branch in Vietnam. For individuals, they can obtain licences to explore Group III minerals.

The mineral exploration rights may be transferable subject to certain conditions. These conditions are similar to those provided under the Law on Minerals 2010, as amended.

An organisation or individual licensed to explore minerals must, within 6 months from the expiry date of the exploration licence, send an application file for recognition of results of mineral exploration to the National Mineral Reserves Assessment Council or the provincial People’s Committee, as the case may be. The organisation or individual exploring minerals shall hold priority to apply for a mining licence for natural resources and mineral reserves recognised by the said agency within 36 months from the date of recognition. When the priority period expires, the priority mining right will be lost if the exploring organisation or individual fails to submit a complete dossier for mining licence (except force majeure events or a change in policies which results in being unable to submit the complete dossier). The party granted the mining licence shall return the exploration expenses to the exploring organisation or individual.

Mining licences for Group I, II, and III minerals

Licences to mine Group I, II, and III minerals are to be granted to enterprises incorporated under the Law on Enterprises, and cooperatives and unions of cooperatives incorporated under the Law on Cooperatives. For individuals, they are licensed to mine Group III minerals.

The mining licence shall be granted to organisations or individuals in accordance with the principles of the GML 2024 such as the mining licence shall be granted for an area where no organisation or individual is conducting lawful mineral exploration or mining activities, except the case set forth in Article 55.1(e) of this Law.

The organisation or individual licensed for mineral mining may transfer a mining right to another party who satisfies all the conditions for being granted a mining licence after completing basic construction work and commencing the mining operation. The transfer shall be subject to approval of the competent authority and the new mining licence shall be granted to the transferee. The procedures and dossier for mining right transfer will be regulated by the Government.

Auction of mineral mining rights

In addition to complying with the principles provided under the Law on Property Auction, an auction of a mineral mining right may only be held for an area for which the competent authority has approved an auction plan. There must be at least two qualified participating organisations and/or individuals to hold an auction of mineral mining rights. Further details on the dossier for participation in the auction, and procedures for approval of auction winners will be regulated by the Government.

2. Special investment procedures

On 10 February 2025, the Government issued Decree 19/2025/ND-CP (“Decree 19”) regulating special investment procedures.

Decree 19 takes effect from the date of signing and provides a more detailed guidance on special investment procedures that apply to projects specified in Article 36a of the Law on Investment, as amended by Law 57/2024/QH15.

An application for implementation of the investment project and required documents shall be submitted to the licensing authority (the management board of an industrial zone, export processing zone, high-tech zone or economic zone) for obtaining an Investment Registration Certificate (IRC). The commitments made by the investor in the application must contain: (a) relevant conditions, technical standards and/or specifications prescribed by laws on construction, environmental protection, and fire prevention and fighting; (b) preliminary assessment of the conformity of the project with the aforesaid conditions and technical standards or specifications; (c) commitments to satisfy the aforesaid conditions and technical standards or specification; not to carry out activities prohibited by laws on construction, environmental protection, and fire prevention and fighting; to bear full responsibility in case of not complying with all commitments.

For projects involving construction, investors are required to send a notice of commencement of construction and documents as attachments to the provincial construction management agency and the licensing authority no less than thirty (30) days prior to commencing construction activities.

For adjusting a project’s objectives, the objectives of the project, after such adjustment, must fall within the sectors specified in Article 36a.1 of the Law on Investment.

Decree 19 also addresses some specific issues regarding payment and refund of investment deposit escrow, the dossier for adjustment of the project as well as the implementation and supervision of the project. Failure to comply with the committed conditions, technical standards and/or specifications may result in the investment project being suspended, terminated or being subject to other sanctions.

For the implementation of Decree 19, the Ministry of Planning and Investment issued Circular 06/2025/TT-BKHDT on 12 February 2025 which provides forms relating to special investment procedures.

3. Bidding regulations

On 6 February 2025, the Government issued Decree 17/2025/ND-CP (“Decree 17”) to amend some Decrees implementing the Law on Bidding. Decree 17 takes effect from the date of signing.

The Government recently issued Decree 17 to supplement provisions on the selection of investors in special cases to Decree 115/2024/ND-CP and Decree 23/2024/ND-CP, and amend Decree 24/2024/ND-CP regarding the selection of contractors. Below are some key changes of Decree 17.

Selection of investors in special cases

In particular, the selection of investors in special cases under Decree 17 is applicable to (a) projects which require national interest, national defense and security assurance and for which the form of open bidding or limited bidding cannot be applied; (b) projects with particular requirements on investment procedures, land lease/allocation procedures; or procedures, methods and criteria for selection of investors and project contracts such as offshore wind power projects, or projects initiated to address the urgent need to ensure progress or for connection and synchronisation of all works in the projects as directed in the Government’s resolutions or decisions of the Government’s leaders, or other projects with distinctive requirements and conditions that preclude the application of open bidding or restricted bidding.

The competent agency (i.e. the agency approving the investment policy or the agency deciding to hold the bidding for investor selection as defined in Decree 115/2024/ND-CP) shall provide its decision approving the application of the selection of investors in special cases pursuant to the procedures set out in Decree 17. Such decision must contain, among other things, the investor selection plan (including the investor selection process, conditions for contract signing and performance, and other relevant contents) and responsibilities for the procuring party and relevant State agencies.

The procuring party shall hold the bidding for the selection of investors in accordance with the approved investor selection plan.

Amendment of provisions on the contractor selection under Decree 24/2024/ND-CP

For compliance with the provisions on pre-bidding activities for bidding packages specified in Article 42 of the Law on Bidding (as amended), Decree 17 further provides that the pre-bidding activities shall comply with the relevant bidding process and procedures of Decree 24/2024/ND-CP. It clarifies that the completion and signing of the contract, and management of the contract performance shall be carried out only after the relevant project has been approved.

Decree 17 provides the list of bidding packages to which the form of selection of contractor in special cases shall apply, including, among others, the purchase of medicines and vaccines, professional training, purchase of services provided by international credit rating companies, procurement of goods/services which only one entity produces or supplies. Depending on the type of bidding package, the selection of contractors in special cases will require approval from ministers or heads of ministerial-level agencies, chairpersons of provincial People’s Committees, Chairman of the State Evaluation Council, or competent persons of projects.

4. Electronic signatures and trust services

On 21 February 2025, the Government issued Decree 23/2025/ND-CP (“Decree 23”) on electronic signatures and trust services. Decree 23 takes effect from 10 April 2025 and replaces Decree 130/2018/ND-CP dated 27 September 2018, as amended.

Requirements for signature certificates

Decree 23 details the validity period and the compulsory contents that need to be included in electronic signature certificates and digital signature certificates. It further states that these certificates must comply with the regulations on the format of electronic signature certificates or digital signature certificates issued by the Ministry of Information and Communication (MIC).

Secured specialised electronic signatures and digital signatures

The Law on Electronic Transactions (LET) 2023 provides that agencies or organisations using specialised electronic signatures to transact with other entities or wish to have their specialised electronic signatures recognised as secured shall register with the MIC to be granted specialised electronic signature safety certificates. In order to obtain such certificate, the application dossier must be submitted to the MIC and include the following documents: an application form; a valid copy of the enterprise registration certificate, investment registration certificate or other equivalent document; the charter; a document proving that the creation of secured specialised electronic signature meets the requirements specified in Article 22.2 of the LET 2023; and the rules on certification specified in Article 29 of Decree 23. The MIC shall issue the specialised electronic signature safety certificate or explain the reasons for its refusal of the application. 

A specialised electronic signature safety certificate shall be withdrawn if the secured specialised electronic signature fails to meet any of the requirements specified in Article 22.2 of the LET 2023.

Regarding digital signatures, Decree 23 imposes certain obligations for the signatory of digital signatures and the recipient of digitally signed data messages. There are also requirements for digital signing software and digital signature verification software.

Trust services

The general conditions for the provision of trust services have been stipulated under Article 29.1 of the LET 2023. Decree 23 details the financial, personnel and technical conditions for enterprises wishing to provide trust services such as depositing at least VND 10 billion at a commercial bank in Vietnam (or purchasing insurance for liability and/or damage in trust service provision); persons in charge of information safety and security must have bachelor degrees in information safety major and have at least 2 years of experience in the trained speciality.

Decree 23 specifies the procedures and application forms for issuing, renewing, amending and extending trust service licences. It also supplements regulations on the obligations of trust service providers specified in Article 30 of the LET, such as conducting technical audits every 02 years; and in case of a temporary suspension, maintaining the system and database until the signature certificate is restored.