New regulations on selecting investors for PPP projects in special cases

(Chinhphu.vn) - The Government issued Decree No. 243/2025/ND-CP dated September 11, 2025 detailing a number of articles of the Law on Investment under the public-private partnership (PPP) method, which specifically stipulates projects that are subject to investor selection in special cases.

New regulations on selecting investors for PPP projects in special cases

Projects applying investor selection in special cases

Decree No. 243/2025/ND-CP clarifies cases where projects have special requirements on investment procedures, investor selection procedures or other special conditions that, if applied, do not meet the requirements for project implementation if the investor selection methods prescribed in Articles 37, 38, 39 of the PPP Law are applied, including: offshore wind power projects, nuclear power plant construction projects, projects in sectors and fields serving the goal of ensuring social order and safety.

Specifically, Decree No. 243/2025/ND-CP stipulates projects applying the form of investor selection in special cases as prescribed in Clause 1, Article 40 of the PPP Law, including:

1- A project that requires ensuring national interests and carrying out national political tasks as prescribed in Point a, Clause 1, Article 40 of the PPP Law is a project implemented under the direction of resolutions, conclusions, and directive documents of the Party Central Committee, the Politburo, the Secretariat, and key leaders of the Party and the State.

2- The project as prescribed in Point b, Clause 1, Article 40 of the PPP Law is a project in a strategic field, a key and important national development investment project in the field of science , technology and innovation that requires ordering and assigning tasks.

3- Projects with special requirements on investment procedures, investor selection or special conditions as prescribed in Point c, Clause 1, Article 40 of the PPP Law include:

a- Projects with urgent requirements must be implemented immediately to ensure completion of progress according to the direction in the Resolution of the Government , Decision, Directive, document notifying opinions of Government leaders, Resolution of the Party Executive Committee of provinces and centrally run cities, document notifying opinions and conclusions of the Standing Committee of provinces and centrally run cities, Resolution of the People's Council of the provincial level;

b- The project requires immediate implementation to ensure connection and synchronization of technical infrastructure between projects under the project according to the direction of the National Assembly Resolution, the Government Resolution, Decision, Directive, and document notifying the opinions of Government leaders to meet the requirements for effective management, exploitation, and operation of projects in a synchronous and continuous manner;

c- Nuclear power plant construction project according to the provisions of the law on atomic energy;

d- Projects in sectors and fields serving the goal of ensuring social order and safety according to the provisions of law on public investment;

d- Offshore wind power projects under the provisions of the law on electricity that, if applying the forms of investor selection prescribed in Articles 37, 38 and 39 of the PPP Law, do not meet the requirements for project implementation;

e- The project has other special conditions that, if applied, do not meet the requirements for project implementation if the forms of investor selection prescribed in Articles 37, 38 and 39 of the PPP Law are applied.

Process and procedures for selecting investors in special cases

At the same time, Decree No. 243/2025/ND-CP also specifically stipulates the process and procedures for selecting investors in special cases corresponding to each project group as follows:

1. For projects that require investment policy decisions:

a- During the process of preparing the pre-feasibility study report and the investment proposal report, the project preparation unit or the project investor proposes to apply the form of investor selection in special cases as prescribed in Article 57 of Decree 243/2025/ND-CP and proposes an investor to implement the project (if any);

b- In case the project is under the authority of the National Assembly, the Prime Minister, or the Provincial People's Council to decide on investment policy, after the project is decided on investment policy, the competent authority shall assign an agency, organization, or unit under its management (professional agency) to review and evaluate the financial capacity and project implementation conditions of the investor according to the approved project investment policy. The assessment content is specified in Point d of this Clause. Based on the assessment report of the professional agency, the competent authority shall decide on the selected investor in special cases;

c- In case the project falls under the investment policy decision authority of the Minister, Head of a central agency, other agency, Provincial People's Committee, the competent authority shall assign the PPP project appraisal unit to review and evaluate the financial capacity and project implementation conditions of the investor as prescribed in Point d of this Clause during the appraisal process of the pre-feasibility study report or the investment policy proposal report. The Minister, Head of a central agency, other agency, Provincial People's Committee shall decide on the investment policy and simultaneously approve the selected investor in special cases;

d- The consideration of the financial capacity and project implementation conditions of the investor as prescribed in Point b or Point c of this Clause includes the following contents: the ability to arrange equity capital, mobilize loans as prescribed in Point a and Point b Clause 2 Article 41 of this Decree; the ability to implement the construction, operation, business, exploitation and management plan of the project according to the investment policy of the project, meeting the requirements on progress, quality, investment efficiency or other specific conditions of the project and other requirements determined by the competent authority;

d- The selected investor shall organize the preparation of a feasibility study report, an economic-technical report on construction investment, accompanied by a capacity profile and a draft contract. The competent authority shall organize the appraisal of the feasibility study report, approve the project, and attach a draft contract.

2. For projects that do not require investment policy decisions:

a- During the process of preparing the feasibility study report and the construction investment economic-technical report, the project preparation unit or the investor proposing the project shall propose to apply the form of selecting investors in special cases as prescribed in Article 57 of Decree 243/2025/ND-CP and propose investors to implement the project (if any) with the draft contract attached;

b- The competent authority shall assign the PPP project appraisal unit to review and evaluate the financial capacity and project implementation conditions of the investor as prescribed in Point d, Clause 1 above during the process of organizing the appraisal of the feasibility study report or the construction investment economic-technical report;

c- The competent authority approving the project shall also approve the selected investor in special cases and the draft contract.

The Decree clearly states that based on the decision to approve the project and the draft contract specified in Clause 1 or Clause 2 above, the inviting party shall organize negotiations and finalize the contract with the selected investor, including the following contents:

- Negotiate the content of the investor's financial and commercial proposal, including: price, fee of public products and services; state capital for construction of works and infrastructure systems; value of payment to the state budget or contract term, ensuring requirements on progress, quality and efficiency of PPP project investment;

- Negotiate to determine the starting level for sharing increased or decreased revenue with investors and project enterprises (if any);

- Negotiate project-related issues to establish the basis for establishing regulations on rights, obligations and responsibilities in the contract;

- Other necessary content (if any).

The Decree stipulates that based on the results of negotiations and contract finalization, the organization shall sign the PPP project contract with the investor and project enterprise (if any) in accordance with the provisions of Article 53 of this Decree. In case the negotiation and finalization of the contract with the investor are unsuccessful, the inviting party shall report to the competent authority for consideration and decision to cancel the bid in accordance with the provisions of Point a, Clause 1, Article 34 of the PPP Law.

For projects specified in Clause 1, Article 57 and Points a and b, Clause 3, Article 57 of Decree 243/2025/ND-CP, in the project approval decision, the competent authority is assigned to the investor to organize the implementation of investment in the construction of the PPP project at the same time as the process of negotiating, completing and signing the contract.

For projects that have been decided on investment policy or approved by competent authorities but have special conditions as prescribed in Article 57 of Decree 243/2025/ND-CP, the competent authority shall decide to apply the selection of investors in special cases and approve the selected investors according to the procedures prescribed in Point b, Clause 1 above.

The Decree clearly states that in cases where the application of the above-mentioned processes and procedures does not meet the requirements for project implementation, during the project preparation process, the project preparation unit shall develop a plan for selecting investors in special cases, submit it to the competent authority or competent authority for approval at the same time as the investment policy decision or project approval decision, ensuring the selection of investors with sufficient capacity to implement the PPP project to meet the requirements for progress, quality and project investment efficiency.

Decree 243/2025/ND-CP takes effect from the date of signing (September 11, 2025).

Phuong Nhi

Source: https://baochinhphu.vn/quy-dinh-moi-ve-lua-chon-nha-dau-tu-du-an-ppp-trong-truong-hop-dac-biet-102250912105239368.htm