From CPTPP, EVFTA and UKVFTA market access to major infrastructure projects and modern securities settlement: What international investors, contractors, financial institutions and project developers must know — including the essential 25-point checklist for winning government tenders in Vietnam.
EXECUTIVE PERSPECTIVE: VIETNAM IS REWRITING THE RULES OF INTERNATIONAL MARKET ACCESS
Vietnam is entering an important new phase in its development as a destination for international investment, infrastructure development and cross-border business.
Three major regulatory instruments issued at the end of September and beginning of October 2026 illustrate the Government’s ambition to modernize public procurement, accelerate infrastructure investment and strengthen the country’s financial-market infrastructure.
These instruments are:
- Decree No. 374/2026/ND-CP, dated 30 September 2026, establishing a consolidated government procurement framework under the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP), the EU–Vietnam Free Trade Agreement (EVFTA) and the UK–Vietnam Free Trade Agreement (UKVFTA).
- Decree No. 377/2026/ND-CP, dated 1 October 2026, amending regulations governing public-private partnership (PPP) investments, investor selection and build-transfer (BT) projects.
- Circular No. 145/2026/TT-BTC, dated 30 September 2026, regulating securities registration, depository, clearing and settlement activities, including arrangements supporting the transition toward central counterparty clearing.
Together, these reforms could reshape the competitive environment for international engineering companies, construction contractors, technology suppliers, infrastructure developers, institutional investors and financial institutions.
The opportunities are potentially substantial. Vietnam continues to require investment in transportation, energy, logistics, industrial infrastructure, environmental facilities, public services and digital infrastructure.
However, market access alone does not guarantee commercial success.
Foreign investors must understand which government tenders are legally accessible, how procurement preferences operate, when local partnerships are advantageous, how PPP proposals are evaluated and whether project financing and compensation structures are sufficiently secure.
The central message is straightforward: In Vietnam’s evolving procurement and infrastructure market, successful bidders will be those who combine international expertise with regulatory preparedness, strong financing and credible local execution.
1. DECREE 374: A NEW ERA FOR INTERNATIONAL GOVERNMENT PROCUREMENT
1.1. Three international trade agreements under one framework
Decree 374 represents an important consolidation of Vietnam’s international government procurement commitments.
Scheduled to take effect on 14 November 2026, it replaces Decree No. 95/2020/ND-CP, which implemented government procurement commitments under the CPTPP.
The new framework addresses procurement covered by the CPTPP, EVFTA and UKVFTA.
This consolidation is particularly relevant for companies headquartered in the European Union, the United Kingdom and CPTPP member countries, as well as multinational businesses operating through eligible corporate structures.
The reform offers a more coherent starting point for evaluating treaty-covered procurement opportunities.
Nevertheless, foreign companies should not assume that all government contracts are automatically open to international competition.
Whether a tender falls within the framework depends on several specific legal requirements.
1.2. The four essential conditions for treaty-covered procurement
A procurement opportunity is covered only when four requirements are satisfied.
First, the estimated contract value must meet or exceed the applicable threshold.
Second, the procuring entity must be included in the relevant coverage schedules.
Third, the goods, services or construction works must fall within the covered procurement categories.
Fourth, no applicable exclusion must remove the procurement from treaty coverage.
These conditions are cumulative.
A tender involving a covered product may nevertheless fall outside the relevant commitments because the procuring entity is excluded or the contract value is below the threshold.
Similarly, a large government procurement contract is not automatically covered merely because its financial value is substantial.
Practical recommendation: International bidders should conduct a formal treaty-coverage assessment before investing significant resources in preparing a proposal.
This assessment should identify the relevant agreement, procuring entity, procurement category, applicable monetary threshold and exclusions.
1.3. Contract valuation: why the headline tender price may be misleading
Decree 374 requires the estimated procurement value to reflect the maximum anticipated value throughout the contract’s duration.
This includes applicable fees, commissions and purchase options.
For example, an equipment supply contract may contain maintenance services, replacement components, optional purchases and extension rights.
These elements may materially increase the value relevant to determining whether the procurement falls within treaty coverage.
Where the procurement value cannot be estimated, the decree provides for the procurement to be treated as covered.
This approach is important because procurement coverage should not be assessed solely by reference to an artificially narrow initial contract amount.
For international bidders, the practical lesson is to examine the entire commercial structure rather than rely exclusively on the published headline value.
1.4. Equal treatment and protection against discriminatory tender requirements
One of the decree’s most commercially important principles concerns equal treatment.
Eligible bidders from covered treaty member countries must receive the treatment required by the applicable international procurement commitments.
Vietnamese bidders also cannot be treated differently merely because they have foreign ownership.
This is particularly important for multinational companies operating through Vietnamese subsidiaries.
The decree also restricts certain discriminatory tender conditions.
Tender documents may not require bidders to demonstrate past contractual experience specifically in a particular country.
Where a particular brand is used as a technical reference, equivalent products must be permitted, with the relevant equivalence criteria specified.
These provisions can be commercially valuable for international contractors whose qualifications, technologies or equipment have been developed and successfully deployed outside Vietnam.
Practical recommendation: Companies should systematically review tender documents for restrictive specifications, unjustified geographic experience requirements and brand-specific conditions.
Potentially unlawful restrictions should be raised promptly through the applicable clarification or complaint procedures.
1.5. Procurement thresholds will progressively decline
An important feature of the new framework is the gradual reduction of procurement thresholds.
For the specified Appendix I central-government entities, the supplied regulatory summary identifies the following changes.
For goods and services, the threshold initially stands at SDR 1,000,000 and is scheduled to decline to SDR 130,000 from 1 August 2035.
For construction procurement, the threshold initially stands at SDR 20,000,000 and is scheduled to decline to SDR 5,000,000.
SDR refers to Special Drawing Rights, the international reserve asset maintained by the International Monetary Fund.
The Ministry of Finance is responsible for publishing the applicable thresholds in Vietnamese dong.
These threshold reductions are commercially significant.
Over time, a broader range of government procurement opportunities may fall within the relevant international procurement commitments.
This could expand opportunities beyond exceptionally large infrastructure contracts to more specialized equipment, technical services, engineering and consulting projects.
However, thresholds differ according to the relevant agreement, procuring entity and procurement category. The Appendix I figures should not be applied indiscriminately to every tender.
Strategic recommendation: International companies should establish a multi-year procurement strategy that anticipates future market opening rather than focusing exclusively on currently available tenders.
1.6. Domestic preferences remain relevant during the transition
Decree 374 preserves certain transitional domestic preferences, subject to the applicable treaty commitments and legal conditions.
Depending on the procurement, these may include requirements concerning domestically produced goods, local subcontracting, partnerships with Vietnamese enterprises or technology transfer.
The decree also provides for certain priority mechanisms benefiting Vietnamese bidders.
According to the supplied regulatory summary, domestic preferences are subject to an annual aggregate ceiling of 40% of total covered contract value until 13 January 2029, falling to 30% thereafter.
The relevant transitional preferences are scheduled to end on 1 August 2038 for specified Appendix I and III procurement and on 14 January 2044 for specified CPTPP-only procurement.
These figures concern the permitted aggregate use of domestic preferences. They should not be misunderstood as automatic price advantages of 40% or 30% in individual tenders.
The precise application must be verified against the relevant agreement, procurement category and implementing provisions.
For foreign bidders, the commercial response should not necessarily be to avoid procurement involving domestic preferences.
Instead, companies should evaluate whether legitimate Vietnamese partnerships, local manufacturing, service capacity or technology-transfer arrangements can strengthen their competitiveness.
The strongest international bid may be the one combining foreign technology and expertise with credible Vietnamese execution capacity.
1.7. International tendering, language and minimum preparation periods
Decree 374 distinguishes between procurement limited to eligible treaty member countries and broader international tendering.
Intra-bloc tenders may restrict participation to bidders from the relevant member countries, subject to the applicable framework.
Such tenders are conducted in Vietnamese.
International tenders may be conducted in English or in both Vietnamese and English.
The decree also establishes minimum preparation periods.
For expressions of interest and prequalification submissions, the general minimum period is 25 days, potentially reduced to 10 days in urgent cases.
For bid submissions, the general minimum is 30 days, or 25 days where bids are submitted electronically.
A shorter 10-day period may apply in specified urgent circumstances or for standardized goods and simple services with a value not exceeding VND 10 billion.
These deadlines can materially affect the ability of foreign companies to prepare technically complex submissions.
Practical recommendation: Bidders should begin preparing corporate qualifications, technical documentation, translations, consortium arrangements and financial guarantees before the formal tender publication whenever commercially appropriate.
1.8. Exclusions must not be overlooked
The decree contains important exclusions.
The supplied summary identifies, among others, certain transactions involving land and real estate rights, grants, loans and guarantees, specified financial and public-debt services, qualifying donor-funded procurement, procurement for use outside Vietnam and defense or security requirements.
Certain goods are also excluded, including specified rice, petroleum, printed publications, telecommunications and radar products.
Computers under HS heading 84.71 are identified as excluded under the EVFTA and UKVFTA procurement coverage.
Additional exclusions may apply to cultural heritage projects, national reserves, specified ethnic-minority programs, construction in disadvantaged or remote areas and certain procurement reserved for small and medium-sized enterprises.
Consequently, bidders must avoid relying on the general scope of a trade agreement without examining its detailed procurement schedules and exclusions.
2. DECREE 377: PPP REFORMS COULD ACCELERATE VIETNAM’S NEXT GENERATION OF INFRASTRUCTURE PROJECTS
Government procurement is only one component of Vietnam’s infrastructure development strategy.
Public-private partnerships provide another important route for mobilizing private capital, international technology and long-term operational expertise.
Decree 377 introduces amendments intended to improve project initiation, investor selection, delegation of authority and implementation arrangements.
2.1. Wider delegation of authority
The amendments expand the ability of ministries and provincial authorities to delegate certain competent-authority responsibilities.
Depending on the applicable project classification and legal conditions, subordinate administrative bodies, commune-level People’s Committees and public service units may exercise delegated functions.
This may be particularly relevant to Group B- and Group C-equivalent projects, operation-and-maintenance projects and other qualifying projects.
The intended benefit is greater administrative flexibility and potentially faster decision-making.
However, investors must carefully establish whether the authority issuing an approval or entering into a project agreement possesses the necessary legal competence.
A faster approval is not commercially useful if it is subsequently challenged because the issuing authority lacked jurisdiction.
2.2. Clearer deadlines for privately proposed PPP projects
The reforms introduce defined procedural periods for investor-proposed projects.
According to the supplied summary, proposals are submitted through the relevant provincial Public Administrative Service Center or ministerial one-stop mechanism.
Authorities must accept or reject the proposal within 10 working days.
Competing proposals may be accepted during a 10-working-day window following the first proposal.
The authority then selects one investor proposal within a further 15-working-day period, subject to the applicable rules.
These deadlines introduce greater procedural predictability.
They also make early preparation particularly important.
A project developer should have a coherent preliminary feasibility assessment, technical concept, financing approach, land analysis and risk allocation strategy before submitting its proposal.
Investors should also distinguish between the selection of a proposal for further consideration and the eventual award of a PPP contract. These are not necessarily the same legal event.
2.3. Hybrid contracts and innovative project structures
Decree 377 recognizes the possibility of combining different PPP contract models through hybrid contractual arrangements.
This may create additional flexibility where a project involves multiple commercial components.
For example, an infrastructure project may combine construction obligations, operational services and other revenue or payment mechanisms.
The legal and financial structure must nevertheless remain consistent with the applicable PPP legislation.
Investors should carefully determine how responsibilities, revenue entitlements, payment obligations, operating risks and termination rights are allocated across the contractual structure.
2.4. Green finance and clean technology as competitive advantages
The amendments introduce evaluation advantages associated with green financing, strategic technologies and clean technologies.
This could be relevant for renewable energy, environmental infrastructure, efficient transportation, industrial modernization and other technology-intensive projects.
International investors should evaluate whether their technical proposals can demonstrate measurable advantages in energy efficiency, emissions reduction, lifecycle costs and technology transfer.
Similarly, financing proposals supported by credible green financing arrangements may strengthen a bid where the applicable evaluation framework recognizes those characteristics.
However, general sustainability statements should not replace verifiable technical and financial evidence.
2.5. Special-case investor selection and stronger oversight
The reforms expand the circumstances in which special-case investor selection may be considered.
The supplied summary identifies certain urgent connectivity projects and qualifying health, education and environmental projects in disadvantaged areas.
At the same time, direct appointment and special-case selection procedures are subject to additional independent monitoring.
Investors should therefore avoid treating special-case selection as an exemption from legal scrutiny.
The legal basis for the procedure, qualification conditions, approval authority and documentary record must be carefully established.
2.6. Digital PPP procurement and investor databases
The reforms establish an important digital implementation roadmap.
From 1 January 2027, PPP project proposals are scheduled to move to the National E-Procurement System.
From 1 September 2027, online open bidding for PPP investor selection is scheduled to commence.
A national investor database will also record information concerning project experience, contractual performance and violations.
These developments make accurate corporate records and verifiable project references increasingly important.
International bidders should prepare their digital submission systems, authorized signatories, electronic documentation and internal approval processes in advance.
3. BUILD-TRANSFER PROJECTS: LAND COMPENSATION AND FINANCING SECURITY BECOME CRITICAL
The amendments to BT project regulations are particularly significant for large infrastructure developers.
For many investors, the decisive question is not simply whether an infrastructure project can be constructed.
It is whether the compensation mechanism provides sufficient certainty to justify the investment and obtain financing.
3.1. Clarification of BT project value
The supplied summary identifies eligible project value components including resettlement, construction, equipment, management, consultancy, contingencies and interest on borrowed funds.
For land-paid BT projects, investor equity profit is excluded from the specified valuation calculation.
This distinction requires careful financial modeling.
Investors must separate eligible project expenditure, financing costs, expected equity returns and the value of compensation assets.
3.2. Earlier contract signing for major projects
For projects with total investment of VND 20,000 billion or more, the amendments permit contract signing before final design approval under specified conditions.
The approved total investment provides the initial basis.
Following approval of the relevant design and estimates, the contract value may be updated through an appendix, subject to the approved total investment ceiling.
This may accelerate major infrastructure projects.
However, earlier signing also creates potential exposure to design changes, construction cost escalation and project-scope adjustments.
Investors should therefore negotiate clear contractual mechanisms addressing design development, variations, cost overruns and allocation of additional expenditure.
3.3. Land compensation and valuation
The supplied summary identifies the following general methodology for expected land compensation value:
Expected land payment value = Land area × Applicable land price table × Adjustment coefficient.
The adjustment coefficient is determined through the relevant process involving provincial land authorities.
For qualifying Group A- and Group B-equivalent projects, land compensation may be delivered in tranches linked to accepted work or completed project components.
Certain large projects and projects associated with nationally important infrastructure may qualify for earlier allocation of the entire compensation land fund, subject to security arrangements such as a bank guarantee or blocked account.
The required security is linked to project value and may be reduced as works are accepted.
The amendments also address the fixing of land value upon State allocation or lease, possible annual rental arrangements for certain social-infrastructure land and interest consequences where the State delays land handover.
These arrangements may improve project flexibility.
Nevertheless, investors must examine land-use rights, planning status, site clearance, valuation methodology, permitted land use and the actual commercial value of the compensation land.
Land certainty, rather than nominal land value alone, should be a central bankability test.
3.4. Payment differences and reporting obligations
Where the value of accepted works is lower than the corresponding land compensation already provided, the investor may be required to settle the difference under the applicable mechanism.
Quarterly project progress reporting is also required.
For mixed land-and-budget BT structures, the amendments to the relevant regulations establish State payment periods linked to project classification.
According to the supplied summary, these periods are three years for Group A-equivalent items, two years for Group B-equivalent items and one year for Group C-equivalent items.
The precise starting point, payment conditions and enforceability of these obligations should be examined in the applicable legal provisions and project agreement.
4. CIRCULAR 145: MODERN SECURITIES INFRASTRUCTURE AND THE TRANSITION TOWARD CENTRAL COUNTERPARTY CLEARING
Circular No. 145/2026/TT-BTC, dated 30 September 2026, addresses the legal and operational framework for securities registration, depository, clearing and settlement activities.
It is scheduled to take effect on 16 November 2026.
The Circular is relevant to the Vietnam Securities Depository and Clearing Corporation (VSDC), its clearing subsidiary, securities exchanges, securities companies, custodian banks, settlement banks, issuers and investors.
4.1. Securities registration and ownership records
The Circular establishes rules concerning the registration of issuers, securities and securities holders.
VSDC assigns domestic securities codes and international securities identification numbers.
Issuers must maintain accurate and current registration information.
The Circular also recognizes electronic records exchanged in accordance with applicable operating rules.
For international investors, reliable securities registration and ownership records are essential to custody arrangements, corporate actions and the exercise of shareholder rights.
4.2. Off-exchange transfers
The Circular identifies permitted circumstances for transferring securities ownership outside ordinary exchange transactions.
These include specified gifts, inheritance, employee share ownership plan transactions, restructurings, tender offers, securities lending and enforcement of collateral.
It also addresses certain transfers between foreign investors where the applicable foreign ownership limit has been reached.
These mechanisms remain subject to their respective conditions and procedural requirements.
They should not be interpreted as unrestricted permission to transfer securities outside the exchange or circumvent foreign ownership limitations.
4.3. Allocation of responsibility
The Circular clarifies responsibilities among issuers, depository members and securities infrastructure institutions.
VSDC and its clearing subsidiary are responsible for losses attributable to their own fault under the applicable rules.
Issuers and members remain responsible for the accuracy of the documents and information they submit.
Investors should therefore maintain appropriate contractual protections and verification procedures when relying on intermediaries.
4.4. Central counterparty clearing
One of the most significant developments concerns the transition toward a central counterparty, or CCP, clearing model.
Under such a model, the central counterparty assumes defined clearing obligations between participants, subject to applicable margin, collateral and default-management arrangements.
The supplied summary indicates that shares, fund certificates and covered warrants will fall within the CCP framework.
Corporate bonds will follow a different settlement mechanism involving trade-by-trade real-time settlement rather than CCP clearing.
The new arrangements are intended to strengthen post-trade infrastructure and manage counterparty exposure more systematically.
However, the detailed implementation schedule, clearing membership requirements and operational transition rules must be verified against the complete Circular and subsequent implementing instructions.
4.5. Foreign institutional investors and pre-funding arrangements
The Circular also addresses circumstances in which qualifying foreign institutional investors purchase securities without full advance funding.
Where an investor has insufficient funds, a securities company may meet the payment obligation under the prescribed mechanism.
The investor remains responsible for repayment within the applicable deadline.
Failure to repay may result in the securities being transferred to the securities company’s proprietary account under the relevant rules.
This arrangement can improve settlement flexibility for qualifying investors.
It does not eliminate settlement obligations or the need for effective risk management.
4.6. Implications for international capital
Modern securities infrastructure is an important component of an attractive investment environment.
Reliable registration, custody and settlement mechanisms can improve operational confidence among international funds, custodians and financial institutions.
Over time, these improvements may support broader participation in Vietnam’s capital markets.
However, the Circular does not itself guarantee greater market liquidity, expanded foreign ownership limits or additional capital for particular infrastructure projects.
Those outcomes depend on wider market conditions, investor confidence and effective implementation.
5. THE ULTIMATE INTERNATIONAL BIDDING CHECKLIST: 25 ESSENTIAL QUESTIONS BEFORE SUBMITTING A TENDER IN VIETNAM
The following practical checklist is intended for international contractors, technology suppliers, infrastructure developers, engineering companies, financial institutions and multinational investors.
It should be completed before committing substantial resources to a Vietnamese government procurement opportunity.
A. TREATY COVERAGE AND ELIGIBILITY
1. Which procurement regime applies?
Determine whether the tender falls under the CPTPP, EVFTA, UKVFTA, Vietnam’s general bidding legislation or another applicable framework.
2. Is the procuring entity covered?
Verify that the relevant ministry, agency or other procuring entity is included in the applicable treaty schedule.
3. Does the contract meet the applicable threshold?
Calculate the estimated value over the full contract duration, including relevant options, fees and commissions.
4. Are the goods, services or works covered?
Review product classifications, service categories, construction coverage and relevant exclusions.
5. Is the bidder eligible?
Verify nationality, corporate status, applicable origin requirements and any permitted consortium or ownership conditions.
B. TENDER DOCUMENTATION AND LEGAL COMPLIANCE
6. Are the tender conditions discriminatory?
Examine whether the documents contain unjustified nationality restrictions or country-specific experience requirements.
7. Are the technical specifications lawful?
Review brand references, equivalence criteria and technical qualifications.
8. What language requirements apply?
Confirm whether the submission must be in Vietnamese, English or both, and identify necessary certified translations.
9. Are the submission deadlines compliant?
Calculate the legally applicable minimum preparation period and all clarification deadlines.
10. Are domestic preferences applicable?
Identify local sourcing, subcontracting, partnership, technology-transfer and other permitted preference mechanisms.
C. COMMERCIAL AND TECHNICAL COMPETITIVENESS
11. Would a Vietnamese partner strengthen the bid?
Assess whether a genuine local consortium, subcontracting or service arrangement improves delivery capability and compliance.
12. Can international experience be demonstrated effectively?
Prepare verifiable references, completion certificates, client confirmations and evidence of comparable projects.
13. Can applicable origin requirements be satisfied?
Document production origin, cost allocation and qualifying member-country participation where relevant.
14. Is the technical proposal competitive over the entire project lifecycle?
Assess equipment quality, operating costs, maintenance, warranties, delivery schedules and technical support.
15. Can sustainability or technology advantages be demonstrated?
Identify measurable clean-technology, green-financing or innovation benefits where recognized by the tender criteria.
D. FINANCIAL AND CONTRACTUAL RISK
16. Are bid and performance securities properly arranged?
Confirm required guarantees, issuing-bank qualifications, amounts, validity periods and release conditions.
17. Are foreign-exchange, tax and customs risks understood?
Assess currency exposure, applicable taxes, import duties, withholding obligations and payment arrangements.
18. Are contractual risks commercially acceptable?
Review liability limitations, liquidated damages, performance obligations, force majeure, termination and dispute resolution.
19. Is the project bankable?
For PPP and BT projects, assess financing commitments, government payment obligations, land compensation, guarantees and project cash flow.
20. Have compliance and integrity risks been assessed?
Conduct anti-corruption, sanctions, conflicts-of-interest, beneficial-ownership and third-party due diligence.
E. SUBMISSION AND CONTRACT AWARD READINESS
21. Is electronic procurement registration complete?
Verify account access, digital signatures, corporate authorizations and technical submission capability.
22. Are all qualification documents valid?
Check corporate certificates, financial statements, project references, professional licenses and required legalizations.
23. Has the final bid undergone independent review?
Conduct coordinated legal, financial, commercial and technical verification before submission.
24. Is there a strategy for clarifications and challenges?
Establish procedures for raising questions, correcting ambiguities and addressing potentially unlawful tender conditions.
25. Is the company ready to execute the contract immediately after award?
Prepare the implementation team, mobilization schedule, guarantees, subcontracting arrangements and contract-management procedures.
The decisive question is not merely whether a company can submit a bid. It is whether the company can submit a compliant, competitive, financially credible and executable bid.
6. SEVEN STRATEGIC RECOMMENDATIONS FOR INTERNATIONAL BIDDERS
Recommendation 1: Establish a Vietnam procurement intelligence function
International companies should systematically monitor procurement plans, relevant government agencies, forthcoming infrastructure projects and the National E-Procurement System.
Early identification of opportunities provides time to prepare competitive partnerships, financing and technical documentation.
Recommendation 2: Map treaty rights before evaluating price
Companies should identify their market-access rights under the CPTPP, EVFTA and UKVFTA before determining whether to participate.
This may reveal opportunities to challenge restrictive tender conditions or establish eligibility that is not immediately apparent.
Recommendation 3: Build Vietnamese partnerships strategically
Local partners can provide engineering capabilities, market knowledge, service infrastructure and execution capacity.
However, partnerships must be genuine, commercially justified and consistent with procurement requirements.
Recommendation 4: Prepare technically defensible submissions
International qualifications should be supported by credible documentation.
Technical equivalence, project references, equipment specifications and performance commitments should be presented clearly and systematically.
Recommendation 5: Distinguish procurement from PPP investment
A conventional supply contract, a PPP concession and a land-compensated BT project have fundamentally different risk profiles.
Companies should not apply the same bidding and financing strategy to all three.
Recommendation 6: Treat bankability as a condition of participation
Before pursuing major infrastructure projects, investors should evaluate government payment certainty, financing requirements, land risks, foreign-exchange exposure and contractual remedies.
An attractive headline project value is insufficient if the underlying payment structure cannot support financing.
Recommendation 7: Prepare for electronic procurement before it becomes mandatory
Digital registration, electronic signatures, documentation systems and internal approval procedures should be operational before the applicable implementation deadlines.
Companies that prepare early may enjoy a practical advantage over competitors attempting to resolve administrative problems immediately before submission.
7. THE DUANE MORRIS VIETNAM PERSPECTIVE: FROM LEGAL MARKET ACCESS TO WINNING CONTRACTS
The most important question for international investors is no longer simply whether Vietnam permits foreign participation.
It is whether an investor can translate legal market-access rights into a commercially competitive, legally secure and financially viable project.
This requires coordinated legal and commercial analysis across several disciplines, including international trade agreements, procurement law, corporate structuring, project finance, construction, land, taxation, foreign exchange and dispute resolution.
For an international engineering company, the decisive issue may be whether its overseas project experience must be accepted in a covered tender.
For an equipment manufacturer, it may be whether technical specifications improperly favor a particular brand.
For a PPP developer, it may be whether the government payment mechanism and contractual risk allocation are sufficiently bankable.
For a BT investor, the central issue may be the legal certainty and actual economic value of compensation land.
For an international financial institution, the priority may be whether Vietnam’s evolving securities infrastructure adequately supports custody, clearing and settlement requirements.
These are not merely technical legal questions.
They are investment decisions with direct consequences for competitiveness, financing costs, contractual risk and expected returns.
International companies should therefore treat procurement compliance as an integral part of business development rather than an administrative exercise undertaken immediately before bid submission.
CONCLUSION: VIETNAM’S NEXT GENERATION OF WINNING BIDDERS WILL BE THOSE WHO PREPARE BEFORE THE TENDER IS ANNOUNCED
Vietnam’s latest regulatory reforms represent an important development in the relationship between international trade commitments, public infrastructure investment and capital-market modernization.
Decree 374 establishes a consolidated framework for government procurement covered by the CPTPP, EVFTA and UKVFTA.
Decree 377 introduces greater flexibility in PPP project development, investor selection and BT project implementation.
Circular 145 modernizes the legal and operational framework for securities registration, custody, clearing and settlement.
Together, these measures indicate a continued movement toward broader international participation, more structured infrastructure investment procedures and increasingly sophisticated financial-market infrastructure.
Nevertheless, legal reform does not automatically translate into commercial success.
Foreign investors must still navigate treaty exclusions, procurement thresholds, transitional domestic preferences, technical qualifications, local partnership requirements, financing constraints, land risks and contractual obligations.
The companies best positioned to succeed will be those that understand these requirements early and integrate them into their market-entry and bidding strategies.
In Vietnam’s next generation of government procurement and infrastructure investment, the winners will not necessarily be those offering the lowest price. They will be those combining internationally competitive technology, sound financing, credible Vietnamese execution capacity and legally resilient bidding strategies.
The opportunity begins before the tender is published. The competitive advantage begins with preparation.
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For more information on the above, please do not hesitate to contact the author Dr. Oliver Massmann under omassmann@duanemorris.com. Dr. Oliver Massmann is the General Director of Duane Morris Vietnam LLC.