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VILAF Legal Bulletin: July 2026

1. Quality of construction works

On 15 June 2026, the Government issued Decree No. 207/2026/ND-CP (“Decree 207”) implementing the Law on Construction 2025 on management of quality, construction and maintenance of construction works. Decree 207 becomes effective on 1 July 2026 and repeals Decree No. 06/2021/ND-CP dated 26 January 2021, as amended. The highlights of Decree 207 are as follows:

Responsibilities concerning management of construction

In principle, contractors will be directly and entirely responsible for quality of their works (including works performed by sub-contractors) while project owners will carry out supervision and management of construction appropriate for the forms of project management and contracting as well as acceptance of the works. The acceptance by the project owner does not replace or reduce responsibilities of the contractors for the work performed by the contractors.

The project owner may assign a project management unit or hire an independent contractor to supervise a part or all items of construction works.

Decree 207 also divides responsibilities for management of construction between (i) the project owners and EPC/Turnkey contractors, and (ii) the State agency authorised to enter into the project contract and the PPP project enterprises (for PPP projects).

In addition, Article 11 of Decree 207 allows project owners and contractors to agree on (i) the application of information technology solutions, including Building Information Modelling (BIM), for construction management, quality management, acceptance and handover of construction works; and (ii) the preparation of the documents and materials included in the completion dossier specified in Annex VII in accordance with the law on electronic transactions. Upon request by a competent authority, such electronic files must be extracted, printed in hard copy and certified by the project owner.

Observation of works during the construction process

Decree 207 specifies the circumstances in which a work must be observed during the construction process. Building contractors must undertake observation and summarize results for each frequency of observation pursuant to the approved observation plan.

For a work consisting of many bidding packages or many building contractors, the project owner and the building contractors may agree to choose one building contractor or hire an independent observation contractor to undertake the observation of the work.

Acceptance test of completed works

Before completed works or completed work items being commissioned for use, the project owner is required to conduct acceptance test of the works or work items. The time, sequence and contents of the acceptance test will be agreed between the project owner and the relevant contractors.

With regard to works of national important projects, large-scale works with complicated technical requirements as listed in Annex IX of Decree 207, and works with major effects on the safety and/or interest of the community (as specified in the Government’s regulations on management of construction activities), the project owner’s acceptance test must be inspected by the competent authority (except for certain special works provided in Articles 69.1(a), 70, 71 and 72 of the Law on Construction 2025). The project owners must obtain the approval of the acceptance test results of the relevant competent authority before putting the works into operation and use. For PPP projects, such approval is the basis for the PPP project enterprise to prepare an application file for certification of completion of the works in accordance with the PPP law.

Decree 207 further clarifies the allocation of authority to inspect the project owner’s acceptance test among: (i) the State Inspection Council for Acceptance of Construction Works; (ii) specialised construction agencies under the line ministry managing the relevant specialised construction works; and (iii) specialised construction agencies under the provincial People’s Committees. Where a project or a component project comprises works of different grades, the competent inspecting authority is generally determined by reference to the principal work of the highest grade in that project or component project (Article 26).

Handover of construction works in urban development projects

Article 31 of Decree 207 sets out detailed provisions on the handover of construction works in urban development projects, including (i) the principles for the handover; (ii) the conditions for the handover of construction works in urban development projects; (iii) the contents of the handover; (iv) the handover procedures; and (v) the rights and responsibilities of the project owner, the receiving entity and the provincial People’s Committee. Under the Decree, the project owner must hand over the works in accordance with the prescribed requirements and may continue to manage, operate and use the works after the handover requirements have been satisfied where so approved. The receiving entity may refuse to accept the handover in the circumstances prescribed by the Decree and must reimburse the project owner for the costs of management, operation and maintenance if it fails to take over the works after the handover requirements have been satisfied.

Warranty and maintenance of construction works

Decree 207 does not change the minimum warranty period (24 months for special grade and grade I works, or 12 months for the remaining works) and the minimum warranty amount (3% of the contract value for special grade and grade I works, or 5% of the contract value for the remaining works) applicable to works funded by public investment capital or State budget capital. However, Decree 207 clarifies that the minimum warrant amount shall be applied during the minimum warranty period. In case where the warranty period exceeds the minimum period, the amount of warranty (or other forms of agreements) for such excess time must be agreed by the parties.

In respect of works using other sources of capital, the warranty period and the amount of warranty may be decided by referring to those applicable to works funded by public investment capital or State budget capital.

Decree 207 sets out the requirements for maintenance of construction works. Where construction works are subject to additional maintenance requirements stipulated in specialised laws, these additional requirements will also apply.

Construction materials and equipment used for construction works

Suppliers of construction materials, products, structures and equipment (including those manufacturing materials, structures and equipment according to separate designs) shall be responsible for the quality of construction materials and equipment they supply or manufacture. 

In order to be used for a construction work, all supplied construction materials, products, structures and equipment must be checked and accepted by the construction supervisor of the project owner.

In addition, Decree 207 provides that construction contracts to specify the type, origin, technical specifications, manufacturer, place of manufacture and supporting documents evidencing the origin of imported construction materials, products, structures and equipment (if any) to be used for construction works (Article 14.5).

Decree 207 also requires that all construction materials, products, structures and equipment be accepted by the project owner’s construction supervisor before being put into use. The acceptance results must be recorded in a written acceptance report containing prescribed information, including the type, quantity, serial number (if any), time and place of acceptance, participants, acceptance conclusion and signatures of the relevant parties (Article 14.6).

2. Construction contracts

On 15 June 2026, the Government issued Decree No.210/2026/ND-CP (“Decree 210”) regulating construction contracts. Decree 210 replaces Decree 37/2015/ND-CP dated 22 April 2015, as amended.

With effect from 1 July 2026, Decree 210 applies to parties awarding the contract, contractors, and organisations and individuals involved in the signing and management of the performance of construction contracts. Unlike Decree 37/2015/ND-CP, Decree 210 generally applies to construction contracts regardless of the source of funding.

Decree 210 also, for the first time, recognises e-transaction contracts in construction. For e-transaction contracts in construction (which mean construction contracts performed through electronic means in accordance with the law on e-transactions), the conclusion and management of the performance of construction contracts must comply with law provisions on electronic transactions.

Decree 210 provides clarifications on the types of construction contracts specified in the Law on Construction 2025 (such as work construction contract, engineering-procurement-construction (EPC) contract, turnkey contract, lump-sum contract, costs-plus-charge contract, etc.). Besides, it states that construction contracts can be classified based on the relationship of the parties involved (e.g. main contract, sub-contract), and other criteria in conformity with international practice.

Under Decree 210, the contract price shall be determined according to the wining bid price or results of negotiation of the construction contract between the parties. Provisional costs for risk elements and other costs, payable taxes and fees included or not included in the contract price are agreed in the construction contract.

Construction contracts may be amended through agreements between the party awarding the contract and the contractor in certain circumstances outlined in Article 84.2 of the Law on Construction 2025 (such as change in law that directly affects the contract performance, occurrence of force majeure events etc.). The amended contents, the cases of amendment, the order and procedures for contract amendment will be agreed by the parties. However, the adjustments of the volume, the contract price and unit price, and time and schedule for performance of the contract shall comply with Articles 23, 24 and 25 of Decree 210.

In respect of construction contracts of public investment projects and PPP projects, the time limit for payment is subject to the negotiation of the parties but must not exceed 14 days from the date the party awarding the contract receives a valid file for payment as agreed in the contraction contract, except for construction contracts of projects using ODA capital or loans from foreign credit institutions (where it is provided in the relevant international treaty).

Additionally, Article 26.2 of Decree 210 provides that, in respect of construction contracts for public investment projects and PPP projects, the contractor may suspend the performance of the construction contract where the party awarding the contract fails to pay in full the value of an agreed payment milestone for more than 28 days from the payment due date prescribed at Article 28.4(l) of Decree 210, unless otherwise agreed by the parties. Article 26.2 further provides that either party may suspend the performance of the construction contract where the other party fails to perform its obligation to secure the performance of obligations under the construction contract in accordance with Article 83 of the Law on Construction 2025 and Article 13 of Decree 210.

3. Corporate bonds

On 5 June 2026, the Government issued Decree No. 200/2026/ND-CP (“Decree 200”) regulating private offering and trading of corporate bonds in the domestic market, and offering of corporate bonds to the international market.

Decree 200 took effect from 5 June 2026 and replaced Decree No. 153/2020/ND-CP dated 31 December 2020, as amended (“Decree 153”). Below are some key points of Decree 200 regarding offering of bonds in the domestic market.

Permitted purposes of bond issuance

Under Decree 200, enterprises may issue bonds for the purposes of funding investment projects according to the forms of investment provided under the Investment Law 2025; restructuring the enterprise’s existing debts; or other bond issuance purposes permitted under specialised laws. Decree 200 further requires the proceeds from bond issuance to be separately monitored to ensure that they are used for the purposes stated in the bond issuance plan and the information disclosed to investors.

Bond issuance plan

The issuer must prepare the bond issuance plan which include, among others, bond issuance purposes; conditions and terms of bonds to be issued; the cases, terms, conditions and commitments of the issuer regarding redemption of bonds prior to the maturity date; certain financial indicators of the issuer within three (03) years preceding the year of the issuance (such as equity, total liabilities, debt/ equity coefficient, after-tax profits, ratio of after-tax profits to equity etc.); and auditor’s opinion on the financial statements.

Decree 200 also requires more detailed disclosure in the bond issuance plan, including the specific use of proceeds by purpose, item, value and expected disbursement timeline; the plan for temporarily using idle proceeds before scheduled disbursement; the plan for payment of principal and interest; and measures to monitor, manage and supervise the use of proceeds.

The bond issuance plan must be approved by the General Shareholders’ Meeting or the Board of Management (if the issuer is a joint stock company), the Member’s Council or Chairman or the company owner (if the issuer is a limited liability company). If the issuer is a State owned enterprise, the issuer must further comply with the law on management and investment of state capital in enterprises and the law on enterprise.

In case where the issuer engaged in conditional business activities, the approval of the bond issuance plan must also comply with the applicable specialised law.

Conditions for bond offering

Decree 200 imposes conditions separately for (i) bond offering by companies not being public companies, securities companies or securities investment fund management companies, and (ii) bond offering by public companies, securities companies and securities investment fund management companies.

For bond offering by companies that are not (i) public companies, (ii) securities companies or (iii) securities investment fund management companies, in addition to retaining the conditions for bond offering under Decree 153, Decree  200 adds a new condition that the total liabilities (including the value of bonds to be issued) of the issuer  must not exceed 5 times the issuer’s equity as stated in the previous year’s audited financial statement. Decree 200 provides for several exceptions to this condition.

For bond offering by public companies, besides satisfying the above debt-to-equity ratio condition, the issuer must satisfy the conditions set out in Article 31.2 of the Law on Securities (in case of offering non-convertible bonds or bonds without warrants attached), or the conditions set out in Article 31.1 of the Law on Securities (in case of offering convertible bonds or bonds with warrants attached). Further, the interval between two tranches of convertible bonds or bonds with warrants attached must be at least 6 months.

Eligible investors

Article 9 of Decree 200 sets out a stricter treatment of individual professional securities investors. In several cases, individual professional securities investors may only purchase, trade or transfer privately placed corporate bonds if the bonds have a credit rating and are secured by collateral or guaranteed by a credit institution. The collateral or guarantee must secure the entire bond principal, and the collateral must not comprise shares, stocks, bonds or capital contribution portions of the issuer itself. Decree 200 also extends the validity of the confirmation of individual professional investor status to one (01) year, instead of three (03) months under Decree 153.

Offering bonds in a number of tranches

Decree 200 limits multi-tranche offerings to credit institutions only. Each tranche must be distributed within 30 days from the pre-offering disclosure date, and the total offering period must not exceed 6 months from the issuance date of the first tranche.

Report and information disclosure

According to Decree 200, the issuer must send the Information Disclosure to the investors registering to purchase bonds and the Stock Exchange before issuing the bonds. Within 10 days from the end of the offering, the issuer must disclosure information regarding the results of offering to the investors and send the notification on offering results to the Stock Exchange.

There are additional requirements for public companies, securities companies and securities investment fund management companies that offer convertible bonds or bonds with warrants attached. Specifically, they must submit the dossier for offering registration to the State Securities Commission (SSC) and can issue bonds after obtaining the SSC’s written notification on receipt of the complete dossier. Within 10 days from the completion of the offering, they must report the results of the bond issuance to the SSC.

Decree 200 also provides for disclosure of extraordinary information; periodic information disclosure; and disclosure of information about convertible bonds, bonds with warrants, early redemption of bonds and bond swaps.

Compared with Decree 153, Decree 200 expands and clarifies certain disclosure events, including change of issuance purpose, late payment of principal or interest, results of negotiation with investors in case of late payment, mandatory early redemption, and bond recall.

Changes to bond terms and issuance purposes

A new point under Article 5.4 of Decree 200 is that the issuer may only change bond terms and conditions or change the issuance purpose if: (i) the change is approved by the competent approving body; (ii) bondholders representing at least 65% of the outstanding bonds of the same type approve the change; and (iii) the issuer has completed early redemption of bonds held by dissenting bondholders.

4. Air transport

On 15 June 2026, the Government issued Decree No. 208/2026/ND-CP (“Decree 208”) regulating air transport.

Decree 208 takes effect from 1 July 2026. Decree No. 30/2013/ND-CP dated 8 April 2013, Decree No. 97/2020/ND-CP dated 26 August 2020, Decree No. 15/2024/ND-CP dated 16 February 2024 and Decree No. 89/2025/ND-CP dated 13 April 2025 cease to be effective from that date.

Licences for air transport business

Decree 208 sets forth the procedures and conditions for issuing (a) licence for commercial air transport business, and (b) licence for specialised air transport business. Enterprises wishing to conduct scheduled commercial air transport business for carriage of passengers must obtain an investment policy approval in accordance with investment law before applying for a commercial air transport business licence.

Regarding capital conditions, Decree 208 specifies the minimum equity capital for establishing and maintaining air transport business as follows:

  • Scheduled commercial air transport business: VND300 million for enterprises operate up to 10 aircraft; VND600 billion for enterprises operate from 11 to 30 aircrafts; or VND700 billion for enterprises operate more than 30 aircrafts.
  • Non-scheduled commercial air transport business: VND100 billion
  • Specialised air transport business: VND10 billion

There are additional conditions applicable to a foreign invested commercial air transport business enterprise, including: (1) foreign investors must not hold more than 34% of the charter capital, (2) there is at least one Vietnamese individual or Vietnamese legal entity holding the largest portion of the charter capital, and (3) in case the Vietnamese legal entity, referred to in (2) above, has foreign invested capital, the foreign capital contribution must not exceed 49% of the charter capital of such legal entity. These conditions also apply to foreign invested specialised air transport business enterprise.

The Civil Aviation Authority of Vietnam  (CAAV) under the Ministry of Construction is the competent authority for the issuance of licence for commercial air transport business and licence for specialised air transport business. In term of commercial air transport business licences, pursuant to Article 10 of Decree 208, the CAAV first assesses the application dossier and submits its appraisal results to the Ministry of Construction. The Ministry of Construction then seeks the opinions of the Ministry of National Defence, the Ministry of Public Security and the Ministry of Finance before notifying the CAAV of its opinion. Based on the Ministry of Construction’s opinion, the CAAV issues the commercial air transport business licence or notifies the applicant of the refusal, stating the reasons therefor

General aviation activities

Organisations and individuals wishing to conduct general aviation activities must  obtain a Certificate for registration of general aviation activities from the CAAV and satisfy all conditions thereof.

The application is reviewed by the CAAV, which consults the Ministry of National Defence and the Ministry of Public Security before issuing the Certificate in accordance with Article 55 of Decree 208. The Certificate may be revoked if the holder no longer satisfies the prescribed conditions, conducts activities beyond the scope of the Certificate, adversely affects national defence, security, public interests or social order, provides false information in the application dossier, or ceases operation. Besides, Decree 208 also provides procedures for reissuance of the Certificate in the event of loss, damage or changes to the registered information.

Other issues

Foreign airlines may establish representative offices and branches in Vietnam according to the  commercial law and international treaties to which Vietnam is a member. The establishment of a representative office or branch requires notification to the CAAV.

In addition, Decree 208 provides guidelines on lease and purchase of aircraft, granting scheduled international air traffic rights, responsibilities of carriers, and coordination of airport slot times.

5. Insurance in construction activities

On 22 June 2026 the Government issued Decree No. 220/2026/ND-CP (“Decree 220”) to amend the regulations on compulsory insurance in construction activities in Decree 67/2023/ND-CP dated 6 September 2023. Decree 220 takes effect from 1 July 2026. Below are some key changes of Decree 220.

Projects owners are required to purchase insurance during the construction period for (i) works with major effects on the safety and interest of the community; (ii) works that are likely to cause significantly adverse environmental impacts or adverse  environmental impacts; and (iii) large-scale works with complicated technical requirements.

Article 5 of Decree 220 expressly provides that project owners may assign contractors to purchase compulsory insurance for construction works during the construction period on their behalf. However, such assignment does not release project owners from responsibility for ensuring that the works are insured as required by law, and project owners remain responsible for monitoring and supervising the implementation of such insurance.

Where insurance is purchased for each work item, the insured sum for each insured item must not be lower than the full value of that item upon completion, and the total insured sum for all insured items must not be lower than the statutory minimum insured sum. For works comprising several work items, the project owner must provide information on the value of each item as the basis for determining the corresponding premium rate under Appendix III.

Decree 220 mostly retains Article 33 (minimum sum insured) of Decree 67/2023/ND-CP and supplements that if the minimum sum insured changes due to adjustment of the value of the works, the insurance purchaser must inform the insurance company within 05 working days after adjustment of the value of the works or as agreed in the insurance contract.

Decree 220 also amends the rules on premium rates and deductibles for compulsory insurance for works during the construction period. For works valued below VND 1,000 billion, Article 4 and 8 of Decree 220 distinguishes between: (i) works not including installation works, or including installation works where the value of installation works is less than 50% of the total value of the insured work item; and (ii) works including installation works where the value of installation works accounts for 50% or more of the total value of the insured work item. The applicable premium rates and deductibles are determined under the amended Appendix III.

Compared with Decree 67/2023/ND-CP, Decree 220 further regulates how insurers may increase or reduce premiums. Insurers must determine any increase or reduction based on the risk level of the insured object, subject to a maximum adjustment of 25% of the premium. Insurers must also establish underwriting and appraisal procedures for compulsory insurance in construction activities, setting out risk assessment criteria and authority for premium adjustments. These procedures must be certified by an actuary and audited annually by internal audit for compliance, safety and effectiveness.

Decree 220 additionally requires building contractors to provide information about the compulsory insurance premium for the corresponding work for determining the premium rates for civil liability insurance for third parties. Similarly, survey consulting contractors and design consulting contractors must provide information about the value of the works for determining the premium rates for professional liability insurance. Project owners will need to provide relevant information to building contractors and consulting contractors.

6. Tax and land rental payment extension in 2026

On 27 June 2026, the Government issued Decree No. 245/2026/ND-CP (“Decree 245”) extending the deadlines for payment of tax and land rentals in 2026. Decree 245 is effective from the date of signing until 30 December 2026.

Decree 245 extends the deadlines for payment of value added tax (VAT), corporate income tax (CIT), personal income tax (PIT) and land rentals in 2026 for (i) enterprises, organisations, business households and individuals conducting production and business activities in the economic sectors prescribed in its Annex I, and (ii) small enterprises and micro enterprises as defined in the law on supporting small and medium enterprises.

Decree 245 also clarifies that eligible enterprises and organisations include branches and dependent units that separately declare VAT and CIT with their direct tax authorities. To qualify, the taxpayer must have VAT, CIT, PIT or land rentals arising in the periods eligible for extension under Decree 245.

For taxpayers operating in multiple business sectors, if at least one sector falls within Annex I, the taxpayer is entitled to an extension for the entire VAT, CIT and PIT payable under Decree 245.

The deadlines for payment of VAT and payment of PIT (for business households and individuals) will be extended as follows:

  • For the tax period of May 2026, the deadline for payment is 20 November 2026.
  • For the tax periods of June, July, August and September 2026, the deadline for payment is 21 December 2026.
  • For the tax periods of the second quarter and the third quarter of 2026, the deadline for payment is 2 November 2026 and 30 December 2026, respectively.

The VAT extension also applies to VAT amounts required to be allocated and VAT payable on a transaction-by-transaction basis, but does not apply to VAT at the import stage.

The deadline for payment of provisional CIT payable in the second quarter and the third quarter of 2026 will be extended for 03 months and 02 months, respectively.

The deadline for payment of 50% of land rentals payable in 2026 (payable amounts for the first instalment of 2026) for taxpayers that lease land directly from the State with annual payment will be extended for 5 months. This rule also applies where the taxpayer has multiple land lease decisions or contracts directly with the State and conducts multiple business activities, provided that at least one activity falls within Annex I of Decree 245.

Moreover, under Article 2.4, if a taxpayer supplements a tax declaration for an eligible tax period before the extended payment deadline and the supplemental declaration increases the payable tax amount, the additional payable amount will also be eligible for extension. If the supplemental declaration is made after the extended payment deadline, the additional payable amount will not be extended.

Taxpayers need to file their extension request (on the Form attached to Decree 245) to the competent tax agency by 02 November 2026 in order for enjoying the 2026 tax and land rental payment extension. If the extension request is submitted after 02 November 2026, the taxpayer will not be entitled to the extension. The tax authority is not required to issue a separate notice approving the extension; instead, it will update the extended payment deadlines in the tax administration system based on the taxpayer’s extension request and relevant tax records. No late payment interest will be charged on tax and land rental amounts eligible for extension during the extension period.

7. Telecom service quality

On 31 May 2026, the Ministry of Science and Technology issued Circular No. 28/2026/TT-BKHCN (“Circular 28”) promulgating the list of telecom services subject to quality control. Circular 28 takes effect from 15 July 2026 and replaces Circular No. 32/2020/TT-BTTTT dated 4 November 2020.

Telecom services that are subject to quality control now include: fixed land broadband Internet access service (including service using FTTH/xPON technology and service using TV cable modem technology); telephone service on the land mobile telecom network; Internet access service on the 4G land mobile network; and Internet access service on the 5G land mobile network.

Compared with Circular 32, Article 1 of Circular 28 adds Internet access service on the 5G terrestrial mobile telecom network to the list of telecom services subject to quality control. It also separates mobile Internet access service into 4G and 5G services, while Circular 32 only referred generally to Internet access service on the terrestrial mobile telecom network. Circular 28 also updates the applicable national technical regulations for certain services.

In case of providing Internet access service on the 5G land mobile network, telecom enterprises must complete the procedures for declaration of telecom service quality within 60 days after the effective date of Circular 28.