VILAF > Hanoi, Vietnam > Firm Profile
VILAF Offices

6TH FLOOR, HCO BUILDING (MELIA)
44B LY THUONG KIET STREET, HOAN KIEM DISTRICT
HANOI
Vietnam
- Go to...
- Rankings
- Firm Profile
- Main Contacts
- Lawyer Profiles
- Client Testimonials
- Press Releases
- Legal Developments
- Comparative Guides
VILAF > The Legal 500 Rankings
Vietnam > Banking and finance Tier 1
VILAF has an expert group advising on a broad range of cross-border financing transactions in Vietnam. Working across a wide array of sectors, the team is especially knowledgeable in matters involving traditional and renewable power projects, water treatment projects, transmission line projects, Airbus aircrafts, highway construction and expansions of telecoms networks. The group is co-headed by the ‘knowledgeable’ Duyen Vo in Ho Chi Minh City who is experienced in a wide range of complex projects, and Hung Nguyen in Hanoi who is a seasoned commercial and banking lawyer. Also in Hanoi, other key figures in the team include Phong TranPractice head(s):
Duyen Vo; Hung Nguyen
Other key lawyers:
Testimonials
‘A solid and deep bench.’
‘Duyen Vo is my go-to. She is very responsive and knowledgeable.’
‘Solutions-based representation with actionable advice from a local perspective.’
‘Hung Nguyen is an outstanding lawyer with knowledge and experience in his practice areas. His clear and logical opinion are always much appreciated.’
Key clients
Impact Energy Asia Development Limited (IEAD)
PetroVietnam Power Corporation (PVP)
Union Bank of Taiwan Co., Ltd (UBOT)
OPEC Fund for International Development
Sumitomo Mitsui Banking Corporation and International Finance Corporation
Citigroup
Maybank
Work highlights
- Advised Citigroup in the sale of its Vietnam retail banking business to United Overseas Bank (Vietnam) Limited (UOBV), which is part of Citigroup’s US$5 billion strategic transaction with UOB covering Vietnam, Malaysia, Indonesia and Thailand.
- Advised Impact Energy Asia Development Limited and Monsoon Wind Power Company Limited in relation to the PPA and financing of a 600MW Wind Power project in Lao to sell electricity from Laos to EVN, which is the first project financing of its type.
Vietnam > Capital markets Tier 1
VILAF advises a broad range of domestic and international issuers, underwriters and arrangers in a wide variety of capital market transactions, and the group is particularly experienced in matters involving IPOs on international and domestic exchanges, acquisitions of controlling shareholdings in public companies, equity capital market products, as well as debt capital markets for acquisition financing and debt restructuring. The group is co-led by Duyen Ha Vo in Ho Chi Minh City who is experienced in a broad range of complex capital markets transactions, and Tran Phong in Hanoi who is an expert in banking and finance, M&A, capital markets, and infrastructure and energy. Dang Anh in Hanoi and Tung Nguyen in Ho Chi Minh City are also key contacts for capital markets mandates.Practice head(s):
Duyen Ha Vo; Phong Tran
Other key lawyers:
Key clients
J&T Global Express Limited (J&T Express)
SCG Décor Public Company Limited (SCGD)
Growtheum Capital Partners
ANT Group
BAF Vietnam Agriculture Joint Stock Company
Black Spade Acquisition Co
Citigroup Global Markets, Morgan Stanley, Credit Suisse, J.P. Morgan Securities and Bank of America
Vingroup
Work highlights
- Advised J&T Global Express Limited, a global logistics service provider, to list on the Main Board of the Hong Kong Stock Exchange with the Public Offer Price of HK$ 12.00 per Offer Share, with net proceeds from the Global Offering amounting to HK$ 3.528 billion. This deal is awarded as the Equity Deal of the Year 2024 by IFLR and ALB.
- Advised the arrangers and Black Spade Acquisition Co in connection with the successful closing of US$23 billion SPAC combination and the Nasdaq listing of Vietnam EV maker VINFAST (VFS).
- Advised SCG Décor Public Company Limited (SCGD) as an Issuer in its US$543 million IPO on The Stock Exchange of Thailand (SET) which is successfully closed on 20 December 2023.
Vietnam > Corporate and M&A Tier 1
VILAF assists multinational clients on all operational corporate matters, as well as large and complex cross-border M&A deals across a wide range of industries. The group has particular expertise in matters involving private placement, energy and infrastructure, banking, real estate and construction. The group is co-headed by Duyen Ha Vo in Ho Chi Minh City, who is an expert in a wide range of corporate work and transactions, and Anh Dang in Hanoi, who is a key contact for matters involving finance, corporate, energy and infrastructure. Also in Hanoi, Phong TranPractice head(s):
Duyen Ha Vo; Anh Dang
Other key lawyers:
Testimonials
‘They were responsive, proactive and professional. Walked us through the process and advised us on the next steps.’
Key clients
Citigroup
SCB X Group
SKC Co., Ltd.
Capitaland
Sycamore
Frasers Property Vietnam
AES Corporation
MERAP Group
Vietnam National Aviation Insurance and Saigon-Hanoi Insurance Corporation
Growtheum Capital Partners
VinaCapital
Shizen International Inc.
Inter Pacific Securities Sdn Bhd
Moody’s Asia Pacific Limited
Work highlights
- Advised Citigroup in the sale of its Vietnam retail banking business to United Overseas Bank (Vietnam) Limited (UOBV), which is part of Citigroup’s US$5 billion strategic transaction with UOB covering Vietnam, Malaysia, Indonesia and Thailand.
- Advised Sycamore, CapitaLand’s affiliate, on the acquisition of Thanh Thanh Binh Duong housing-urban area complex in Binh Duong province.
- Advised SKC, a southern chemical materials company in relation to its acquisition of 45% stake in semiconductor test maker ISC with the value of US$400 million.
Vietnam > Dispute resolution: arbitration Tier 1
VILAF has considerable expertise in both international litigation and arbitration, and regularly appears before the Vietnam International Arbitration Centre and the Singapore International Arbitration Centre. The group also has unique knowledge assisting local and foreign law firms in labour and employment matters involving work permits, terminations, organisational restucturings, and disputes. The team is led by seasoned arbitrators Tung Ngo in Ho Chi Minh City, who acts for clients in disputes in sectors such as insurance, shipping, real estate and manufacturing, and Linh D. Nguyen in Hanoi, who is an expert in corporate, commercial and dispute resolution across multiple industries. Another name to note is Hien Tran in Ho Chi Minh City, who boasts a broad practice with considerable dispute resolution capabilities.Practice head(s):
Tung Ngo; Linh Nguyen
Other key lawyers:
Key clients
Green Planet Distribution Centre JSC
Marubeni Corporation
SMBC Aviation Capital Limited
NorthStandard P&I Club
Soga Pluto Company Limited
Cargill
Work highlights
Vietnam > Dispute resolution: litigation Tier 1
The dispute resolution group at VILAF is well-versed in a wide variety of disputes before the Vietnamese courts. It has particular expertise in assisting local and foreign companies in their labour and employment matters, such as work permits, termination, organisational restructuring and other related disputes. The group is led by Tung Ngo in Ho Chi Minh City who acts for clients in industries such as insurance, shipping, real estate and manufacturing, and is also experienced representing international companies in M&A, corporate and commercial matters. He leads alongside Linh Nguyen in Hanoi, who has extensive experience in the corporate, commercial and dispute resolution areas, including on issues such as construction, insurance, trading and employment. In Ho Chi Minh City, Hien Tran has extensive experience in litigation in various forums, and Hanh Vo is another key contact.Practice head(s):
Tung Ngo; Linh Nguyen
Key clients
EVN Power Generation Corporation 1
Man Wah Industrial Company Limited and Timberland Company Limited
Phuc Long Port Company Limited
Work highlights
- Advised a Singaporean company against a Vietnamese company concerning the damage to a crane under a lease contract before Singapore Court.
- Advised Phuc Long Port Company Limited on its legal position in its customer’s claim for damages to goods due to an inland waterway collision accident.
Vietnam > Projects and energy Tier 1
VILAF is sought after for its expertise in both traditional power and renewable energy transactions, with extensive experience advising foreign investors on a range of project development matters, including power projects, renewable energy projects, infrastructures and project financing. The lawyers are especially knowledgeable in the traditional power, liquified natural gas, renewable energy, real estate, infrastructure and oil and gas sectors. The group is led by energy and aviation expert Tran Phong in Hanoi who is ‘excellent in problem-solving and strategy planning', Duyen Vo in Ho Chi Minh City who specialises in project financing, and Dang Anh in Hanoi who has extensive experience in energy and projects matters. The team also includes Ngoc Anh Bui in Hanoi who has expertise in industries such as oil and gas, real estate and energy, and Lam Nguyen who is ‘thorough in all his work' and focuses on energy and infrastructure, corporate and M&A and capital markets.Practice head(s):
Tran Phong; Duyen Vo; Dang Anh
Other key lawyers:
Testimonials
‘Very tightly and well managed. Efficient collaboration.’
‘Tran Phong is excellent in problem-solving and strategy planning.’
‘Lam Nguyen was thorough in all his work. He is reliable and experienced.’
Key clients
Long Son Petrochemicals
Nghi Son 2 BOT Company Limited
Van Phong Power Company Limited
Impact Energy Asia Development Limited (“IEAD”)/ Monsoon Wind Power Company Limited
Sycamore
PetroVietnam Power Corporation
AES Corporation
Marubeni Corporation
Trading Constructions Works Organization (WTO)
Sumitomo Corporation
Shizen International Inc.
Work highlights
- Advised Impact Energy Asia Development Limited and Monsoon Wind Power Company Limited in relation to the PPA and financing of a 600MW Wind Power project in Lao to sell electricity from Laos to EVN, which is the first project financing of its type.
Vietnam > Real estate and construction Tier 1
VILAF has an expert construction and real estate practice that advises foreign and domestic developers on a range of projects, in addition to real estate clients engaged in M&A transactions, real estate financing, EPC contracts, business development, bond issuance and project investment. Leading the group, Nguyen Truc Hien in Ho Chi Minh City advises a diverse group of real estate clients on a broad range of projects and transactions, and Ngoc Anh Bui in Hanoi focuses on M&A, foreign direct investment and corporate restructure in a variety of sectors, with a focus on real estate. Also in Hanoi, Anh Dang is knowledgeable in real estate transactions. The group also includes Tung Ngo and Duyen Ha Vo in Ho Chi Minh City who both advise on a diverse range of real estate projects and transactions.Practice head(s):
Hien Truc Nguyen; Ngoc Anh Bui
Other key lawyers:
Anh Dang; Tung Ngo; Duyen Ha Vo in Ho
Key clients
Sycamore
Vingroup
Frasers Property Vietnam
Union Bank of Taiwan Co., Ltd
Green Planet Distribution Centre JSC
Marubeni Corporation
Work highlights
- Advised Sycamore, CapitaLand’s affiliate, on the acquisition of Thanh Thanh Binh Duong housing-urban area complex in Binh Duong province
- Advised Vingroup in its issuance of US$250 million exchangeable bonds to institutional investors, the first ever concurrent exchangeable bonds issue and buyback in Vietnam.
Vietnam > Labour and employment Tier 3
VILAF has an excellent dispute resolution department, is particularly well versed handling labour and employment cases before the Vietnamese courts and in arbitration. The group works for local and foreign companies on a broad range of employment mandates, including ones relating to work permits, terminations and organisational restructuring. The group is led by Tung Ngo in Ho Chi Minh City, a seasoned litigator and arbitrator who advises a broad range of companies across practice areas, and Linh Nguyen in Hanoi who has extensive experience with labour and employment, and is additionally a skillful corporate restructuring. Hien Tran and Ngoc Luong Trinh in Ho Chi Minh City are also key figures in the team.Practice head(s):
Tung Ngo; Linh Nguyen
Other key lawyers:
Key clients
Citibank N.A.
Work highlights
- Advised Citibank in the drafting, finalization and implementation of the labour usage plan to transfer the entire Citibank’s Vietnamese consumer banking employees to UOB VN, and advising on relevant employment issues concerning the restructuring of Citi VN’s business, due to the sale of consumer banking assets in the region.
VILAF > Firm Profile
The firm: With 30 years of experience in Vietnam, VILAF is one of the largest law firms in Vietnam and consistently ranked as a first-tier law firm by The Legal 500 Asia Pacific, IFLR1000, Asia Law and Chambers and Partners.
VILAF has been representing clients in many complex cross-border M&A, large financing and capital markets transactions, and major infrastructure and energy projects in Vietnam. The firm’s long-term clients include, among others, Marubeni Corporation, Mizuho Bank, ANZ, Sumitomo Corporation, Phillip Morris, BNP Paribas, Siam Cement Group, Capitaland, Jollibee Foods Corporation, HSBC, Hoa Lam, Ford, and GM.
VILAF’s experienced team of senior lawyers covers every aspect of business in Vietnam, including foreign direct investment, commercial, corporate, real estate, M&A, banking, finance, capital markets, project finance, infrastructure development, oil, gas and power, construction, trading and distribution, taxation, employment, shipping, litigation and arbitration, intellectual property, technology transfers and life sciences.
Areas of practice
Corporate and M&A: the corporate team of 38 lawyers has handled many of Vietnam’s largest and most complex M&A and restructuring transactions. The corporate team also advises on equitisation, commercial contracts, antitrust, energy, direct investment, insurance, private equity and life sciences. As the largest corporate team in the country, the team is also well capable of assisting multinational clients on all operational corporate matters. Notable matters include: advising Siam City Cement in the $560m acquisition of LafargeHolcim’s 65% shares in Holcim Cement Vietnam; and advising SCG Group in its $440m acquisition of 100% cement businesses in Vietnam Construction Material JSC and in its $250m acquisition of Prime Group.
Banking and finance, and capital markets: the banking and finance, and capital markets team of 18 lawyers advises multinational financial institutions, funds and investors in relation to complex deals in financing manufacturing, acquisition, infrastructure and energy projects in Vietnam, and in securities transactions. VILAF provides advice across a wide range of financial products including asset finance, bonds, international listing transaction, IPO, derivatives, project finance, restructuring, and structured finance. Notable matters include: advising Credit Agricole and ANZ on the transfer of its roles (security agent, onshore account bank, offshore account bank) in the syndicate of lenders financing the Phu My 2.2 BOT power project to ANZ Vietnam Ltd.
Energy and infrastructure: the energy and infrastructure team of 22 lawyers has advised on many of the most complex energy and infrastructure projects, including projects that were the first of their type in Vietnam. VILAF has been advising lenders, sponsors, and buyers in relation to BOT power projects, BOT and BOO water projects, PPP projects, independent power plants, expressway projects, metro line project, and port projects. Notable matters include: advising the sponsors in Nghi Son 2 BOT power project, Vinh Tan 1 BOT power project, the ‘Project Finance Deal of the Year 2016’ awarded by IFLR and ALB.
Real property: the real property team of 15 lawyers is the largest team of real property experts in Vietnam. VILAF advises developers, sellers, and buyers in relation to industrial parks, healthcare parks, mixed-use commercial complexes, mini-town projects, resorts and casinos, and other residential projects. The team also advises on EPC contracts and construction matters. Notable matters include advising Chow Tai Fook and VMS Investment in acquiring 80% of an integrated casino, resorts, and residential project of $4bn in Vietnam.
Dispute resolution: the dispute resolution team has increasingly been involved in dispute resolution by arbitration. VILAF has a strong presence in maritime, finance, investment and construction disputes. VILAF has represented multinational clients in dispute resolutions, by way of out- of-court settlement or before the Vietnamese courts, state agencies or the Vietnam International Arbitration Center, and acts as Vietnamese law expert witness in international litigation and arbitration.
Main Contacts
Department | Name | Telephone | |
---|---|---|---|
Aviation | Phong Tran | [email protected] | +84 24 3934 8530 |
Aviation | Anh Dang | [email protected] | +84 24 3934 8530 |
Aviation | Trung Vu | [email protected] | +84 24 3934 8530 |
Banking and finance | Hung Q. Nguyen | [email protected] | +84 24 3934 8530 |
Banking and finance | Phong Tran | [email protected] | +84 24 3934 8530 |
Banking and finance | Trung Vu | [email protected] | +84 24 3934 8530 |
Banking and finance | Anh Dang | [email protected] | +84 24 3934 8530 |
Capital markets | Hung Q. Nguyen | [email protected] | +84 24 3934 8530 |
Capital markets | Phong Tran | [email protected] | +84 24 3934 8530 |
Capital markets | Anh Dang | [email protected] | +84 24 3934 8530 |
Capital markets | Trung Vu | [email protected] | +84 24 3934 8530 |
General corporate and commercial | Anh Dang | [email protected] | +84 24 3934 8530 |
General corporate and commercial | Phong Tran | [email protected] | +84 24 3934 8530 |
General corporate and commercial | Linh D. Nguyen | [email protected] | +84 24 3934 8530 |
General corporate and commercial | Hung Q. Nguyen | [email protected] | +84 24 3934 8530 |
General corporate and commercial | Ngoc Anh Bui | [email protected] | +84 24 3934 8530 |
General corporate and commercial | Trung Vu | [email protected] | +84 24 3934 8530 |
General corporate and commercial | Lam Nguyen | [email protected] | +84 24 3934 8530 |
Corporate and M&A | Anh Dang | [email protected] | +84 24 3934 8530 |
Corporate and M&A | Phong Tran | [email protected] | +84 24 3934 8530 |
Corporate and M&A | Ngoc Anh Bui | [email protected] | +84 24 3934 8530 |
Corporate and M&A | Lam Nguyen | [email protected] | +84 24 3934 8530 |
Corporate and M&A | Trung Vu | [email protected] | +84 24 3934 8530 |
Real estate and construction | Lam Nguyen | [email protected] | +84 24 3934 8530 |
Real estate and construction | Anh Dang | [email protected] | +84 24 3934 8530 |
Real estate and construction | Phong Tran | [email protected] | +84 24 3934 8530 |
Real estate and construction | Ngoc Anh Bui | [email protected] | +84 24 3934 8530 |
Real estate and construction | Linh D. Nguyen | [email protected] | +84 24 3934 8530 |
Dispute resolution | Linh D. Nguyen | [email protected] | +84 24 3934 8530 |
Dispute resolution | Ngoc Anh Bui | [email protected] | +84 24 3934 8530 |
Insurance | Anh Dang | [email protected] | +84 24 3934 8530 |
Insurance | Linh D. Nguyen | [email protected] | +84 24 3934 8530 |
Employment | Linh D. Nguyen | [email protected] | +84 24 3934 8530 |
Employment | Ngoc Anh Bui | [email protected] | +84 24 3934 8530 |
Projects and energy | Phong Tran | [email protected] | +84 24 3934 8530 |
Projects and energy | Anh Dang | [email protected] | +84 24 3934 8530 |
Projects and energy | Ngoc Anh Bui | [email protected] | +84 24 3934 8530 |
Projects and energy | Lam Nguyen | [email protected] | +84 24 3934 8530 |
Shipping | Linh D. Nguyen | [email protected] | +84 24 3934 8530 |
TMT | Anh Dang | [email protected] | +84 24 3934 8530 |
Tax | Anh Dang | [email protected] | +84 24 3934 8530 |
Tax | Ngoc Anh Bui | [email protected] | +84 24 3934 8530 |
International trade | Ngoc Anh Bui | [email protected] | +84 24 3934 8530 |
Lawyer Profiles
Photo | Name | Position | Profile |
---|---|---|---|
![]() |
Mr Anh Bui | Hanoi Managing Partner | View Profile |
![]() |
Mr Anh Dang | Senior Partner | View Profile |
![]() |
Mr Linh Nguyen | Partner | View Profile |
![]() |
Mr Hung Nguyen | Partner | View Profile |
![]() |
Mr Lam Nguyen KC | Partner | View Profile |
![]() |
Mr Phong Tran | Founding Partner | View Profile |
![]() |
Mr Trung Vu | Partner | View Profile |
Staff Figures
Number of lawyers : 90 at this office : 40Languages
English VietnameseMemberships
American Chamber of Commerce (AMCHAM) World Law Group Indian Business Chamber in Vietnam (InCham) Vietnam Business Lawyers Club (VBLC) Vietnam Business Forum (VBF) International Bar Association (IBA) Asia Pacific Loan Market Association (APLMA)Client Testimonials
CLIENT: Vincent Wong, Director
COMPANY/FIRM: Fleming International
TESTIMONIAL: Our manufacturing plant moved from China to Vietnam in 2005. We were fortunate to have known VILAF from the very beginning to help us set up our business here. Over the years, we have received valuable advice and strong assistance from VILAF to help us sail through the unknown waters.
Last year, we celebrated our 10th year anniversary in Ho Chi Minh City. Moving a factory to a completely new environment and making it even more successful than ever before wasnt easy work. For that we sincerely thank the very professional VILAF team in our special occasion. Congratulations to VILAF, our true partner!
CLIENT: Alexis de Mecquenem, Partner
COMPANY/FIRM: Development Finance Asia (DFA)
TESTIMONIAL:
Development Finance Asia (DFA) has been extremely satisfied with VILAFs output and out-of-the-box approach for complex transactions. Teams dedication and professionalism were critical to our recent successes in Vietnam.
Press Releases
VILAF Advised SCG Packaging on the Strategic Buy-out of Duy Tan Plastics
2nd July 2025 VILAF warmly congratulates SCG Packaging Public Company Limited (SCG Packaging), a subsidiary of Siam Cement Group, on the successful acquisition of the remaining 30% shares in Duy Tan Plastics Manufacturing Corporation (Duy Tan Plastics), making SCG Packaging the sole shareholder of Vietnam’s leading manufacturer of rigid plastic packaging products. The transaction was made at USD108.6 million.VILAF Advised AFD in the €67 Million Loan Agreement to EVNNPT Vietnam’s First JETP Funding
2nd July 2025 VILAF extends our congratulations to the Agence Française de Développement (AFD) and the National Power Transmission Corporation (EVNNPT) on the signing of the €67 million (approximately USD75 million) loan agreement for the funding of the expansion and modernisation of power transmission grids in Vietnam.VILAF Advised HSBC and Other Lenders in the VND3,750 Billion Green Club Loan Facility to Finance the Development of Gamuda Land’s Eaton Park
2nd July 2025 VILAF is pleased to congratulate HSBC Vietnam, Mizuho Bank, Sumitomo Mitsui Banking Corporation (SMBC), UOB Vietnam, and Gamuda Land on the successful financial close of the VND3,750 billion (USD 144.4 million) green club loan facility extended to Tam Luc Real Estate Corporation, a subsidiary of Gamuda Land.VILAF Announces Partner and Counsel Promotions
6th January 2025 VILAF is delighted to announce two significant promotions with effect on 1 January 2025:VILAF Promotes New Partner, Counsel, and Senior Associates
21st February 2022 VILAF is pleased to announce the promotion of Counsel Lam Nguyen to Partner and Senior Associate Hoang Duong to Counsel.VILAF is ranked as a Top Tier law firm by The Legal 500
18th January 2022 It is our great honor to share that VILAF has again been named a TOP-TIER FIRM in 5 practice areas and recommended in 2 practice areas in The Legal 500 Asia Pacific 2022 Edition, with multiple partners being recognized in the rankings:VILAF named Asia Pacific Vietnam Law Firm of the Year
29th March 2021 On 25 March 2021, VILAF was awarded the Vietnam Law Firm of the Year by IFLR Asia-Pacific Awards 2021. The IFLR Asia Pacific Awards is an international annual awards event that recognizes top performing law firms in the Asia Pacific region focusing on legal innovation in cross-border market transactions. IFLR has over 30 years of experience analyzing the global legal market and has been a market leader in financial law publication for lawyers for financial institutions, corporates, and the private practice.VILAF names new Hanoi Office Managing Partner
9th February 2021 On 18 January 2021, Mr. Ngoc Anh Bui was elected as the new Managing Partner of the VILAF Hanoi Office, succeeding Mr. Anh Dang.Legal Developments
Expiry of Land-Use Projects with a Term of 50 Years or Less?
2nd July 2025 With more than 35 years of foreign investments in Vietnam, various land-use projects, particularly those with less than 50-year term, are approaching expiry. With the new land law and investment law, it is crucial for the investors to understand the regulations on the adjustment/extension of the project operation duration and proactively manage and plan for adjustment/extension application process or even to liquidate the project. Operation duration of investment projects using land According to law, (i) the operation duration of an investment project in an economic zone must not exceed 70 years and (ii) the operation duration of an investment project outside an economic zone must not exceed 50 years, unless such investment project is located in a geographical area meeting with difficult socio-economic conditions or in a geographical area meeting extremely difficult socio-economic conditions or has a large investment capital amount but capital recovery is slow, the operation duration may be longer, but must not exceed 70 years. Both the Law on Investment 2020 and the Land Law 2024 unify the provisions on limitation of the project’s operation duration/land-use term for a project using land. In principle, the land-use term of a project using land will be determined based on the project’s operation term of such project. Amendments to the operation duration of land-use projects with less than 50-year term Legally speaking, an investor of a project using land is vested with the rights to adjust or extend the project’s operation duration, provided that the limitation of the project’s operation duration/land-use term for a project using land is ensured. Adjust the operation duration According to Article 27.2 of Decree 31/2021/ND-CP, an investor may apply to the authority for adjusting (whether increasing or reducing) its project term at any time during the term. Based on the objectives, size, location, and operation requirements of the investment project, an authority competent to approve investment policy and investment registration authority shall consider and decide whether to adjust the operation duration of the project or not. After approval is issued, the investor will apply to the land authority for a corresponding adjustment of the land-use term. Extend the operation duration Article 44.4 of the Law on Investment 2020 provides that: “Upon the expiration of an investment project’s operation duration, if the investor wishes to continue implementing the investment project and satisfies conditions as specified by laws, the project’s operation duration may be considered for extension, but must not exceed the maximum duration specified in Article 44.1 or 44.2 of the Law on Investment, except:(a) Investment projects using outdated technologies, potentially causing environmental pollution or being resource-intensive;
(b) Investment projects in the cases where the investors are required to transfer assets to the Vietnamese State or Vietnamese partner without compensation.”
The phase “Upon the expiration of an investment project’s operation duration” in Article 44.4 of the Law on Investment 2020 may be interpreted that the extension right is likely vested to an investor having an investment project whose operation duration are nearing expiration. On the other hand, Article 55.3 of Decree 31/2021/ND-CP provides that: “For a land-using investment project, the investor shall carry out procedures for extension of operation duration of the investment project according to Article 55.2 at least 06 months before the expiration of the project’s operation duration.” This provision only sets out the minimum time limit for extension procedures but there is no explicit time limitation when the investor may apply for extension procedures. On a practical note, the timeline for obtaining approval for project operation duration extension may be very time-consuming, and the investor must obtain such approval before the deadline of submission of application dossier for extension of land-use term. Specifically, Article 172.3 of the Land Law 2024 provides that: “The extension of land use term shall be carried out in the last year of the term…land users wishing to extend the land use term shall submit dossiers of request for extension of land use term at least 6 months before the land use term expires”. Based on the above, it appears that the investor may apply for an extension of the project's operational duration approximately 2 to 3 years before its expiry, without needing to wait until the project is close to expiration. For example, Mercedes-Benz Vietnam Co., Ltd. (MBV) has implemented Mercedes-Benz Automobile Assembly Plant Project since 1995 and the project completion date is on 14 April 2025. In September 2021 (around 03 years before the expiry date of the project’s operation duration), MBV initiated the extension process. It was only in late 2024 that the Ho Chi Minh City People’s Committee approved a 5-year extension to the project's operational duration, along with a corresponding extension of the land use term, subject to annual rental payments. Payment of land use levy and land rental upon extension of land use term and adjustment of land use term Article 156.2 of the Land Law 2024, after land-use term is extended or adjusted, if land users are liable to land use levy or land rental, they shall pay land-use levy or land rental for the extended or adjusted land use term. As further detailed in Article 35 of Decree 103/2024/ND-CP on land use levy and land rental, it appears that the land payment method (i.e. whether annual payment or one-off payment) for the extended or adjusted land-use term will follow the previous land payment method before extension or adjustment. Legal procedures for adjusting or extending the project’s operation duration Provisions on legal procedures, process, and application dossier for adjusting or extending the project’s operation duration are further provided in Article 55 of Decree 31/2021/ND-CP. Generally speaking, the adjustment procedure/dossier is likely similar to the normal procedure for amendment of contents of an existing investment project, while the extension procedure/dossier is likely similar to applying for a new investment project. Even though the licensing result is the same (i.e. the project’s operation duration after adjustment or extension is 50 years), it appears that the extension application dossier is more complicated than the adjustment dossier. For instance, when applying for extension, the investor must carry out a procedure to certify that its project does not use outdated technologies, potentially causing environmental pollution or being resource-intensive under Decision 29/2023/QD-TTg. This difference may be important to the investors of production projects when the relevant projects may have potential impacts to the environment or resources and such investors should be aware of those issues and choose the suitable method when amending the project’s operation duration. Possible options for land-use projects having 50 years’ operation duration Taking into consideration of Article 44 of the Law on Investment 2020, it appears that:(a) For a project using land already having 50 years’ operation duration and located in an economic zone or located outside the economic zone but in a geographical area meeting with difficult socio-economic conditions or in a geographical area meeting extremely difficult socio-economic conditions or an investment project which has a large investment capital amount but capital recovery is slow: the investor of such investment project may apply for extension of project’s operation duration but must not exceed 70 years;
(b) For a project using land having 50 years’ operation duration and not subject to any case specified in point (a) above or a project using land already having 70 years’ operation duration, the investors of those investment projects are not permitted to apply for extension of project’s operation duration because the maximum operation duration is 50 years or 70 years respectively.
Consequently, the investor(s) will have to terminate the expired investment projects and carry out the procedures for liquidation of investment projects under regulations on investment. A question may be raised as to whether or not the investor may use its currently operating assets to apply for a new investment project at the same project location. The answer is likely positive but the question remains whether this investor is given any preferential right as the existing land user or not in case there are other (new) investors interested is unclear. It is expected that there will be further guidance from the competent authority in this regard. Authored by Bui Ngoc Anh and Pham Thanh Tung