Vietnam Amends PPP Rules: What Decree 377/2026/ND-CP Means for Investors

Effective from 1 October 2026, Decree 377/2026/ND-CP updates public–private partnership (PPP) rules in Vietnam, including technology project structures, investor selection and build–transfer arrangements. Investors should review project documentation, financial assumptions and transition provisions before proceeding to the next approval or contracting stage.

Vietnam has amended several implementing regulations governing public–private partnership (PPP) investment. Issued and effective on 1 October 2026, Decree 377/2026/ND-CP introduces changes spanning project preparation, procurement, contract structures and financial management.

For investors, the implications depend on the project’s sector, payment mechanism and stage of development. Technology businesses gain greater flexibility in structuring cooperation with the state, while infrastructure developers face revised requirements affecting investor selection and build–transfer (BT) projects. Existing projects must assess the decree’s transition provisions rather than assume every amendment applies immediately to their contracts.

Which PPP regulations have changed?

Decree 377/2026/ND-CP amends four implementing decrees:

The following sections highlight changes relevant to investment planning and project execution.

More flexibility for technology PPPs

Article 4 adds an express provision on mixed contracts to Decree 180/2025/ND-CP. Projects may combine contractual forms to reflect their circumstances, the characteristics of the technology and its commercialisation potential. Permitted combinations can include PPP contract types and other cooperation models recognised under science, technology, innovation, data and related legislation.

The parties must agree on the combination of contracts or cooperation models, management arrangements and investment recovery approach. For businesses considering technology infrastructure or research commercialisation partnerships, this provides a basis for designing arrangements around different development and operating stages.

Contract flexibility still requires a clear commercial structure. Investors should define deliverables, intellectual property and data rights, responsibility for technology upgrades, and the conditions under which investment will be recovered.

Article 5 also clarifies the applicable legal frameworks: PPP legislation governs investment preparation, investor selection, contracting and implementation, while digital transformation and cybersecurity legislation governs technical, design, network security and other information technology-specific requirements.

Separate accounting for state-funded research tasks

Article 8 clarifies that qualifying science, technology and innovation tasks within a PPP project may receive partial or full state-budget funding through commissioning or funding arrangements. This funding is excluded from the calculation of the state capital participation ratio referred to in Article 17(1) of Decree 180/2025/ND-CP.

Investors and PPP project enterprises must manage and account for this funding separately from state capital participating in the PPP. Commissioning, funding, payment and finalisation remain subject to science, technology and innovation legislation.

Financial models should therefore distinguish task-specific budget funding from state participation in the wider project. The provision does not itself guarantee funding for a proposed research activity.

Online investor selection: Two dates to prepare for

Article 20 revises the electronic investor selection roadmap under Decree 243/2025/ND-CP.

The decree requires investors to register on VNEPS before investor selection results are approved and published. Investors must keep their legal-status and financial-capacity information accurate and up to date.

VNEPS’s national investor database also records regulatory violations and contract performance. Designated administrative authorities update violation records, while the contracting authority updates contract-performance records. Businesses should include registration and information management in their procurement preparations, alongside bid preparation and consortium arrangements.

Revised cost and security requirements

Article 11 provides a basis for estimating the cost of consultants reviewing specified project preparation reports where foreign consultants, domestic–foreign consultant consortiums, or services without applicable cost norms are used. The estimate follows the government’s rules on appraisal of nationally important projects and investment monitoring and evaluation.

This is relevant to technically complex projects requiring international expertise. Sponsors should confirm the applicable budgeting method early to reduce the risk of disputes over review costs.

Separately, Article 19 requires investors and project enterprises undertaking BT projects that do not require payment to provide contract performance security before the contract takes effect. The security is set at 1 percent of total project investment.

Such projects also have specific completed-investment finalisation requirements under Article 46. The absence of a payment obligation does not remove security, audit or financial reporting responsibilities.

BT projects: Review valuation and financing assumptions

Article 33 clarifies the components of the value of a BT project’s works. These include construction and relevant equipment costs, project management and consultancy costs, contingency, borrowing interest, and compensation, support and resettlement costs where applicable.

Borrowing interest applies only to borrowed capital; interest is not calculated on investor equity. For BT projects paid through land funds, the value of the project’s works excludes profit on investor equity.

This distinction matters when assessing the relationship between construction costs, financing costs and the value of land used for payment. Investors should revisit financial models that incorporate an equity return into the works value and assess the wider project economics separately.

Article 34 permits design and cost-estimate appraisal and approval to proceed alongside investor selection. As a general rule, however, the BT contract must be signed on the basis of approved construction designs and cost estimates. An exception applies to BT projects with total investment of at least VND20 trillion where designs and cost estimates are approved separately for individual works or components, and to projects with specified complex components requiring special construction norms, unit prices or investment cost benchmarks. These projects may be contracted on the basis of the approved total investment. Once the relevant designs and estimates are approved, the parties must sign a contract annex updating the works value without exceeding the approved total investment.

How are projects already under way treated?

Article 49 establishes transition rules according to project status on 1 October 2026.

Projects with investment policy approval but without project approval may review and adjust their investment policy and proceed with feasibility studies and project approval under the amended rules. Projects approved but not yet tendered, or whose procurement failed to select an investor, may also review relevant approvals to apply the amendments.

Where tender documents have been issued but bids have not opened, the procuring entity must seek the competent decision-maker’s consideration on whether to proceed under the issued documents or extend the bid closing date to amend them under the new rules. Such amendments must not require changes to the approved investment policy or feasibility study.

PPP contracts signed before 1 October 2026 under any of Decrees 180/2025/ND-CP, 243/2025/ND-CP or 257/2025/ND-CP continue to be implemented under their contractual terms. Where an amendment concerns an issue not regulated by the legislation in force when the contract was signed, the parties may agree changes under the amended PPP Law, Decree 377 and relevant legislation effective at the time of amendment.

What should investors do now?

The practical priority is to connect the new rules with the project’s next decision point. Sponsors should confirm the transition route, check the basis for approvals and contracting, and update procurement preparations for the 2027 electronic procedures.

Technology investors should assess contract structure and separate funding accounts. BT developers should test works valuation, borrowing costs, performance security and payment assumptions against the amended provisions. These checks can help identify issues before they affect negotiations, financing or implementation.