Route R10

Public-private partnership projects in Vietnam (R10)

Infrastructure / public-service project under the PPP Law.

Route at a glance

  1. PPP project identification
  2. project preparation
  3. approval
  4. investor selection
  5. project enterprise
  6. PPP agreement
  7. financing / land
  8. construction
  9. commercial operation

When this route applies

  • The project is carried out with a State contracting authority under the PPP Law (for example transport, power, water, healthcare, education or digital infrastructure: eligible sectors and minimum size; confirm with counsel).
  • PPP projects follow their own legislation for approval and investor selection. How the Investment Law procedures (including the IRC) interact with the PPP Law: Case-specific legal review required.

Step-by-step roadmap

  1. PPP project identification

    Authority
    State contracting authority; or investor proposal
    Investor action
    Track the PPP pipeline or submit an unsolicited proposal
    Documents
    Proposal file (if investor-initiated)
    Dependency
    None
    Output
    Project on the PPP list / proposal accepted
    Can next step start?
    Yes
    Critical issue
    Unsolicited proposals give limited advantages (confirm with counsel).
  2. Project preparation

    Authority
    Contracting authority (or proposing investor)
    Investor action
    Pre-feasibility study where required, then feasibility study
    Documents
    Pre-FS / FS
    Dependency
    Step 1
    Output
    FS ready for appraisal
    Can next step start?
    No
    Critical issue
    Risk allocation and State support are set here.
  3. Approval

    Authority
    Competent authority under the PPP Law (confirm levels with counsel)
    Investor action
    Support appraisal
    Documents
    Appraisal file
    Dependency
    Step 2
    Output
    Investment policy decision; project approval
    Can next step start?
    No
  4. Investor selection

    Authority
    Bid-inviting party
    Investor action
    Prequalify where applicable; bid; negotiate
    Documents
    Bid documents; bid security; financing plan
    Dependency
    Step 3
    Output
    Selection result
    Can next step start?
    No
    Critical issue
    Foreign bidders: check eligibility and consortium rules.
  5. Project enterprise

    Authority
    Business Registration Office
    Investor action
    Winning investor incorporates the PPP project company
    Documents
    As in R1 (ERC)
    Dependency
    Step 4
    Output
    ERC of the project enterprise
    Can next step start?
    Yes
    Critical issue
    Minimum equity ratio applies (confirm with counsel).
  6. PPP agreement

    Authority
    Contracting authority
    Investor action
    Sign the PPP contract (BOT, BTO, BOO, O&M, BTL, BLT, BT or other permitted type; confirm with counsel)
    Documents
    PPP contract; performance security
    Dependency
    Steps 4-5
    Output
    Signed PPP contract
    Can next step start?
    Yes
    Critical issue
    Governing law, dispute resolution, FX and termination payment terms drive bankability.
  7. Financing / land

    Authority
    Lenders; provincial land authority
    Investor action
    Reach financial close; State hands over cleared land
    Documents
    Finance documents; land handover minutes
    Dependency
    Step 6
    Output
    Financial close; site available
    Can next step start?
    Partly
    Critical issue
    Financial-close deadline in the PPP Law (confirm with counsel).
  8. Construction

    Authority
    Construction, environment and fire-safety authorities; contracting authority supervision
    Investor action
    Design, permits, construction, acceptance
    Documents
    See CONSTRUCTION, ENV, FIRE
    Dependency
    Step 7
    Output
    Completed works
    Can next step start?
    Partly
  9. Commercial operation

    Authority
    Contracting authority; sector regulator
    Investor action
    Operating licences; confirmation of completion; tariff / payment mechanism starts
    Documents
    Completion file
    Dependency
    Step 8
    Output
    COMMERCIAL OPERATION
    Critical issue
    Hand-back obligations at the end of the term.

Required approvals

Approval / registrationPosition on this routeAuthority
PPP investment policy decision and project approvalRequiredConfirm with counsel
Investor selection resultRequiredBid-inviting party
IRCCase-specific legal review required. Confirm whether an IRC applies to PPP projects with counselConfirm with counsel
ERC of project enterpriseRequiredBusiness Registration Office
PPP contractRequiredContracting authority
Land, construction, environment, fireRequired as applicableSee dedicated sheets

Document checklist

Typical: the authority may ask for more.

  • Pre-FS / FS
  • Bid documents and securities
  • Project enterprise incorporation documents
  • PPP contract and direct agreements
  • Finance documents

Critical risks

  • Bankability: FX convertibility, revenue-risk sharing, termination payments.
  • Land clearance delay.
  • Change-in-law protection.
  • Long preparation and selection timetable.

When the investor may legally start operations

The investor may start a given business activity only when ALL of the following are in place for that activity: (1) the investment procedure is complete (IRC / approval, where required); (2) the company or other vehicle legally exists (ERC or equivalent); (3) capital has been contributed through the correct account and on schedule; (4) the premises may lawfully be used for the activity; (5) construction, environmental and fire-safety steps that apply are complete; (6) every sector-specific licence for that activity has been issued; and (7) tax, invoicing and employment registrations are done. Use the GO-LIVE CHECKLIST to confirm.

Common mistakes

  • Treating a PPP like an ordinary IRC project.
  • Under-resourcing the bid stage.
  • Forming the consortium too late to satisfy eligibility rules.

Statutory time limits are not shown on this page. Confirm the current period and its legal basis with counsel: practical timing is usually longer than the statutory period. Legal status reviewed as of 18 September 2026.

Terms used on this page