1. What is the current legal landscape for energy and banking & finance sector in Vietnam?

ENERGY SECTOR

Vietnam’s energy sector is entering a decisive execution phase of its energy‑transition strategy, characterised by structural reform, progressive market liberalisation and a strong policy commitment to sustainability and net-zero emissions by 2050. The regulatory framework is evolving rapidly, reflecting Vietnam’s dual objectives of ensuring energy security whilst accelerating the transition toward renewable and low-carbon energy sources.

Core Legislative Framework

Electricity Law 2024

Effective from 1 February 2025, Electricity Law No. 61/2024/QH15 of the National Assembly (“Electricity Law 2024”) replaces Electricity Law No. 28/2004/QH11 (as amended from time to time) and serves as the central legal foundation for sector reform. Along with the issuance of the Electricity Law 2024, key guiding documents have been enacted afterwards to support the sufficient implementation, particularly:

i. Decree 56/2025/ND-CP of the Government on power development planning, grid development, project investment, and investor‑selection bidding;

ii. Decree No. 57/2025/ND-CP of the Government on Direct Power Purchase Agreement (“DPPA”) mechanisms between renewable generators and large consumers;

iii. Decree No. 58/2025/ND-CP of the Government on renewable and new energy development;

iv. Decree No. 61/2025/ND-CP of the Government on electricity operating license;

v. Circular No. 12/2025/TT-BCT of the Ministry of Industry and Trade on electricity‑generation pricing and power‑purchase agreements; and

vi. Circular No. 16/2025/TT-BCT of the Ministry of Industry and Trade on the operation of electricity competitive merchant market.

Law on Atomic Energy (2025)

Replacing the Law on Atomic Energy No. 18/2008/QH12, the new Law on Atomic Energy No. 94/2025/QH15 of the National Assembly significantly modernises Vietnam’s nuclear regulatory framework. The law promotes comprehensive digital transformation in radiation safety, nuclear safety and nuclear security management, whilst strengthening the legal regime governing the development and application of atomic energy. Notably, it introduces a clearer and more stringent liability framework for nuclear damage, shifting from general principles toward a stricter and more structured regime with defined financial security mechanisms and prescriptive periods for compensation claims, thereby reinforcing public confidence and supporting the safe and sustainable development of future nuclear projects.

Strategic Policy Instruments

Resolution 768/QD-TTg of the Prime Minister formally approving the Adjustment of the National Power Development Plan VIII (“Revised PDP8”), significantly boosts renewable energy targets and reintroduces nuclear power to meet surging demand. There are several key revisions:

• the Revised PDP8 provides for an overall upward adjustment across the renewable‑energy capacity;
• Vietnam is reviving its nuclear power programme, including the restart of the Ninh Thuan 1 and Ninh Thuan 2 projects under the Revised PDP8, with planned operation between 2030-2035 to provide 4,000-6,400 MW of baseload capacity and support the country’s 2050 net‑zero commitments; and
• natural gas and LNG generation are key components of a secure and balanced energy mix, consistent with the broader power‑system restructuring outlined in the Revised PDP8.

Decision 1509/QD-BCT of the Minister of Industry and Trade provides detailed guidance on implementing the Revised PDP8, including project categorisation, implementation timelines and the responsibilities of ministries and provincial authorities. Its issuance marks a shift from high‑level planning to enforceable directives governing project development and regulatory processes.

Resolution 70/NQ‑TW of the Politburo establishes a long‑term framework for national energy security through 2030 and 2045, prioritising renewable and clean energy, competitive electricity‑market development and greater private‑sector participation. Its implementation is expected to enhance market competitiveness, attract international investment and accelerate Vietnam’s energy development.

Decision No. 2634/QD‑TTg of the Prime Minister approves the List of Strategic and Critical National Power Projects. The Decision identifies 32 power‑generation projects, including 21 thermal power plants, nine hydropower plants and two offshore wind projects, together with seven LNG terminal projects. The Decision underscores the Government’s commitment to national energy security by prioritising essential infrastructure and accelerating project implementation.

Resolution No. 253/2025/QH15 of the National Assembly on National Energy Development for 2026-2030 sets Vietnam’s national energy development framework for 2026-2030, introducing major changes across offshore wind development, power project bidding and the DPPA mechanism.

Notable Market Developments

Below are several key developments shaping Vietnam’s energy sector, reflecting both the Revised PDP8 implementation progress and wider policy and market initiatives.

• Vietnam has officially launched the pilot carbon trading platform, reflecting growing integration of climate-market instruments into the energy transition. Circular No. 11/2026/TT‑BNNMT of the Ministry of Agriculture and Environment has been issued for establishing the regulatory framework for managing and operating the National Registry for greenhouse‑gas emission allowances and carbon credits, forming a key building structure of Vietnam’s emerging carbon‑market infrastructure.
• Under the Revised PDP8, Vietnam raises its hydro pumped‑storage capacity target from 2,400 MW (PDP8) to 2,400–6,000 MW by 2030, reflecting a strong ambition to expand this strategic technology for system balancing, renewable energy storage, and grid stability. Key projects such as Bac Ai (1,200 MW), Phuoc Hoa (1,200 MW), and planned facilities in other provinces will help stabilize the grid. To support this development, the MOIT issued Circular No. 58/2025/TT-BCT dated 2 December 2025 on electricity generation pricing and PPAs for hydro pumped‑storage projects, under which electricity tariff comprising capacity charge and energy charge. The Circular also provides a standard PPA and specifies the documents that must be submitted to EVN prior to PPA negotiations, including, among others: (i) financing agreements; (ii) documents between sponsor and lenders; or (iii) plans for or records of actual financing disbursement.
• A new two‑component electricity tariff, comprising a capacity charge and an energy charge, is currently being piloted for large consumers, replacing the traditional single‑component (energy‑only) tariff. This mechanism is expected to enhance economic efficiency, promote fairness, and strengthen overall system sustainability.
• On January 2026, the Ministry of Industry and Trade has issued Notice No. 41/BCT‑ĐL instructing relevant authorities to expedite implementation of power projects included in the Revised PDP8 and its associated implementation plan, reinforcing the Government’s focus on timely delivery of critical power‑sector investments.

While the evolving framework offers significant opportunities, particularly in renewable energy and private power procurement, it also requires sophisticated regulatory analysis and close monitoring of ongoing legislative and policy reforms.

BANKING AND FINANCE SECTOR

Vietnam’s banking and finance sector continues to evolve under a comprehensive regulatory framework. Together, these instruments form a modernised legal foundation that supports financial sector development, and Vietnam’s ambition to integrate more deeply into global financial markets.

Law No. 32/2024/QH15 of the National Assembly on Credit Institutions (as amended) serves as the central component of this framework (“Law on Credit Institutions 2024”). This law maintains its role as the primary legislation governing Vietnam’s credit institutions while introducing several significant enhancements. Notably, it clarifies that commercial banks and foreign bank branches may engage acting as security agents responsible for managing collateral on behalf of international financial institutions, offshore and onshore credit institutions, and foreign bank branches. The new law also establishes a comprehensive statutory framework for resolving non‑performing loans, including those secured by land use rights and other immovable property. It also formalises the distribution order for proceeds from enforcing collateral, largely mirroring the principles set out in the Civil Code.

Resolution No. 222/2025/QH15 of the National Assembly on the International Financial Centre, together with its guiding Decrees, creates a specialised regulatory environment that provides IFC members with greater flexibility in foreign currency transactions and offshore borrowing. This regime reflects Vietnam’s strategic objective of attracting global financial institutions while positioning itself as a competitive regional financial hub.

Overall, these development help establish a more transparent and structured landscape for financing transactions. The reforms of the Law on Credit Institutions 2024 enhance the resilience of credit institutions, refines mechanisms for collateral enforcement and bad‑debt resolution. At the same time, the IFC framework underscores the Government’s commitment to deeper global market integration.

2. What three essential pieces of advice would you give to clients involved in energy and banking & finance law matters?

(i) Structure bankability upfront 

A project’s bankability should be addressed at the earliest stages of development. The two critical factors that affect a project’s bankability are existing regulations and timing.

For energy-sector projects, several key bankability considerations include:

• tariffs;
• offtake commitment;
• step-in rights;
• termination payment;
• change in law; and
• governing law.

Grid capacity constraints and phased transmission developments remain practical risks, meaning financing timelines, licensing milestones, land acquisition processes and construction schedules must be aligned with all national and/or provincial planning instruments. Misalignment between contractual timelines and regulatory approvals can materially affect financial close and overall project viability.

(ii) Prioritise regulatory sequencing and approval strategy

Vietnam’s market operates through a layered system of laws, planning instruments and administrative approvals at both central and provincial levels, especially relating to energy and infrastructure projects. Investors entering the market should adopt a clearly defined regulatory sequencing and approval strategy to navigate these requirements effectively.

In general, each business line or transaction requires a specific set of statutory licences and approvals. Investors should work closely with the relevant authorities and seek advice from local counsel to identify the mandatory permits applicable to their activities, as well as to prepare a clear and detailed licensing timeline to support the closing schedule of the transaction. As Vietnam continues to digitalise its administrative procedures, investors should also appoint a local agent to assist in preparing the required documentation and ensuring compliance throughout the licensing process, which increasingly relies on familiarity with Vietnam’s online administrative platforms.

Particularly, with respect to the energy sector, the inclusion in master plan or its implementation list is only the starting point. Investors/sponsors shall navigate investment approvals, land-use right certificate, environmental impact assessments, construction permits, grid-connection agreements, and sector-specific licences. These processes are interdependent and subject to evolving secondary legislation. Early engagement with competent authorities and careful documentation of compliance are crucial, particularly for large-scale LNG and offshore wind projects where inter-ministerial coordination is required. A proactive and well‑sequenced regulatory strategy can significantly reduce approval delays, facilitate timely implementation, and help preserve both the overall project or transaction closing schedule and its underlying economics.

(iii) Project finance security structure

In general, if parties choose to develop a project with a  limited recourse project finance structure, all the entity’s assets, including real estate, would need to be taken as security for the transaction. However, under Vietnamese law, offshore lenders are generally prohibited from taking (including taking the benefit through an onshore facility agent) security over land use rights and assets attached to land in Vietnam, and even onshore banks cannot mortgage land use rights where the land rental has been exempted. Although structures involving an onshore bank indirectly acting as a security receiver for offshore lenders to receive mortgage of land use rights or attached assets have been used in practice, they remain legally untested and complex, particularly in enforcement and intercreditor arrangements.

Investors should therefore evaluate early whether the value of the land justifies such structuring risk and expense and engaging experienced local counsel at the structuring stage is essential to ensure the security package is both compliant and commercially workable.

3. What are the greatest threats and opportunities in energy and banking & finance sector law in the next 12 months?

Over the next 12 months, Vietnam’s energy and infrastructure sector will stand at a decisive inflection point.

OPPORTUNITIES

Energy sector

It is notable that the operationalisation of Resolution 253, alongside the proposed amendments to the  Electricity Law 2024 and Decrees 57/2025/ND-CP and 58/2025/ND-CP, is expected to establish a clearer legal framework for investments in renewable energy projects in 2026. Furthermore, in 2026, energy investors anticipate the introduction of several new regulations aimed at addressing existing challenges, including a framework for BOT and LNG projects as well as amendments to the Electricity Law 2024 focusing on offshore wind and renewable energy certificates.

In parallel, Vietnam’s participation in the Just Energy Transition Partnership (“JETP”) framework is expected to catalyse concessional financing, blended capital structures and technical assistance for grid reinforcement and clean-energy deployment. Increased investment in transmission upgrades and BESS presents a structural opportunity to reduce curtailment risk and enhance system reliability. For sponsors and lenders, this may improve project bankability in regions previously constrained by evacuation capacity.

Banking and Finance sector

With Vietnam targeting double‑digit economic growth in 2026, the banking and finance sector is well positioned to capitalise on heightened credit demand and an expanding pipeline of investment opportunities. The State Bank of Vietnam (“SBV”) issued Directive 01/CT-NHNN on 9 January 2026, in which provides guidance of approximately 15% credit growth for 2026, subject to evolving macroeconomic conditions to safeguard inflation control, macro‑stability, and the resilience of credit institutions, is expected to drive strong activity across retail lending, SME finance, digital banking ecosystems, and green or sustainable finance solutions.

RISKS

Despite these opportunities, several structural risks remain prominent.

Energy sector

Transmission bottlenecks are likely to persist through 2026, notwithstanding scheduled upgrades under the Revised PDP8. Grid expansion projects typically lag behind generation capacity approvals, and delays in land acquisition, permitting or capital mobilisation may affect renewable integration timelines. Curtailment risk therefore remains a material concern, particularly in high-resource regions.

Regulatory execution risk also constitutes a significant threat. While Vietnam’s legislative direction is reform-oriented, the rapid pace of change can create temporary uncertainty in tariff methodologies, technical standards, and licensing procedures. Secondary legislation and implementing circulars will be critical in determining how effectively policy commitments translate into operational clarity.

Banking and Finance sector

Despite strong credit demand, tighter supervisory control over domestic credit extension may indirectly affect financing availability. Especially, the domestic banks must ensure that growth in real estate lending does not exceed their overall credit-growth ceilings and is directed to prioritise financing for projects with clear legal status, reputable developers, social housing and genuine housing demand, while limit their credit exposure to speculative or high-risk property projects. Although this policy does not constitute an outright restriction on property lending, it is likely to result in more cautious credit allocation and enhanced scrutiny of project legality, financial capacity and loan purposes, potentially slowing financing timelines for developers and investors in projects perceived as higher risk.

These developments suggest that banks will likely adopt stricter internal credit assessment procedures and enhanced due-diligence standards when reviewing loan purposes, particularly for large-scale infrastructure or real estate-linked financing structures. For borrowers and project sponsors, access to credit may therefore become more conditional on robust financial modelling, regulatory compliance and transparent project structures.

4. How do you ensure high client satisfaction levels are maintained in your energy and banking & finance sector?

To ensure high client satisfaction levels, we do not only provide legal advice, we deliver commercially viable and bankable solutions. Our commitment to client satisfaction is rooted in following core pillars:

Global expertise with seamless cross-border integration

As a leading international law firm with 19 offices across 15 countries and more than 800 lawyers globally, including over 350 energy specialists, we bring extensive international experience across the energy, infrastructure and transport sectors. Our teams routinely work on complex cross-border matters, enabling clients to benefit from globally consistent advice, international best practices and sector-leading technical expertise. This global integration allows us to combine deep legal knowledge with commercial insight to support pioneering projects, financings and transactions, particularly those driving the global energy transition. By leveraging our international network and multidisciplinary capabilities, we deliver solutions that align legal strategy with our clients’ broader commercial objectives, while granting clients seamless access to our extensive worldwide resources.

Strong local capability and deep Vietnamese market knowledge and experience

Our Hanoi-based team, comprising both English‑qualified and Vietnamese lawyers, provides comprehensive advice on Vietnam’s regulatory, licensing, land and foreign investment frameworks.

Having advised on major power and infrastructure projects in Vietnam, we possess deep institutional knowledge of the local market and strong relationships with key regulatory authorities and state-owned enterprises.

We also support a wide range of financing structures, including multi‑lender and multi‑tranche arrangements involving commercial banks, multilaterals, bilaterals and export credit agencies. Our familiarity with intercreditor matters helps us guide parties through the process of aligning their different interests.

Client centric and commercially focussed approach

We understand that in today’s evolving energy landscape, clients require more than technical legal advice. Our role is to act as a commercial bridge between international financing expectations and local regulatory realities, ensuring that projects remain viable and bankable from early structuring through to financial close.

Our team understands the requirements of sponsors, lenders and borrowers and has extensive first-hand experience in the Vietnamese and wider Asia energy sector. At the same time, we place strong emphasis on responsiveness, collaboration and cost-efficient service manner. This enables us to structure transactions that align the interests of multiple stakeholders while managing risk effectively, to provide clients with a technically excellent and solutions driven offering and the ability to identify and resolve issues in a timely and cost-efficient manner.

5. What technological advancements are reshaping your energy, banking and finance sector and how can clients benefit from them?

WFW is at the forefront of integrating advanced technology to accelerate deal execution and provide clients with data-driven legal safeguards.

Artificial Intelligence (“AI”) Driven Regulatory Scanning

The rapid issuance of new legislative documents in Vietnam requires constant alertness. We deploy AI-powered legal research platforms to efficiently review, cross-reference and compare new legislative materials and international precedents. While legal analysis and judgement remain essential, these tools significantly accelerate the process of regulatory verification and enabling us to reassess compliance frameworks more quickly as regulations evolve.  The ability to quickly recheck legal provisions, identify inconsistencies across regulations helps reduce our responding time and supports more informed decision-making in a rapidly evolving regulatory environment.

Digital documentation and transaction management

Energy and infrastructure financing has traditionally involved extensive paper documentation and complex coordination among multiple stakeholders. We have replaced the traditionally paper-heavy nature of energy deals with smart workflow automation. The increasing use of electronic documentation platforms and digital workflow tools has streamlined transaction management, allowing parties to share documents securely, track revisions, and coordinate negotiations more efficiently. This is particularly beneficial in project finance transactions, where digital processes can facilitate legal due diligence, accelerate the satisfaction of conditions precedent, without the need for physical data rooms, and enable faster document circulation among lenders, sponsors and advisors across multiple jurisdictions.

Overall, the integration of these technologies is reshaping the delivery of legal services in the energy and finance sector. By combining legal expertise with technical and digital capabilities, we are better positioned to support clients in navigating documentation-heavy projects, managing regulatory change, and coordinating workflow more efficiently in an increasingly technology-driven market.