Transitional Provisions of the 2025 Law on Construction: How Are Projects, Contracts and Pending Procedures Predating 1 July 2026 Handled?

On 1 July 2026, Law on Construction No. 135/2025/QH15 takes full effect, replacing the 2014 Law on Construction after more than a decade of application. With tens of thousands of projects underway nationwide at the moment of transition — from works that have just received investment policy approval, projects in design appraisal, to signed construction contracts and works awaiting acceptance — the most practical question every developer, contractor and consultant asks is not what is new in the law, but whether a project at a given stage is governed by the old law or the new one. Answering this question incorrectly means the risk of redoing procedures, schedule delays, or unknowingly violating the law.

HTIC Law Firm consolidates and analyzes the most important transitional provisions of the 2025 Law on Construction and its guiding decrees — notably Decree No. 210/2026/ND-CP on construction contracts and Decree No. 217/2026/ND-CP — so that enterprises can correctly position the legal framework applicable to their projects.

Mục 01The general principle: no retroactivity for completed procedures; what has not been done follows the new law

The thread running through the transitional clauses of the 2025 Law on Construction is to preserve the legal validity of what was completed under the old law, while applying the new law to activities not yet performed. Specifically, construction investment projects and construction designs approved before 1 July 2026 do not require re-approval; subsequent activities not yet performed will proceed under the 2025 Law on Construction. The principle sounds simple, but it requires enterprises to draw up an accurate status map for each project: which items already have approval decisions, which are pending submission, and which have not yet started — because the boundary between done and not done as at 1 July 2026 is precisely the boundary between the two legal regimes.

An illustration: an industrial park project had its project and basic design approved in March 2026, but only submits the post-basic design for appraisal in August 2026. Under the transitional provisions, the approved project and basic design retain their validity; the post-basic design step, however, will follow the 2025 Law on Construction — which, as we analyzed in our article on design appraisal, has abolished appraisal by the specialized state agency for this design step for many categories of works, shifting responsibility to the project developer. As a result, the enterprise in this example may shorten procedures by several weeks, but in exchange must itself bear responsibility for design quality control that previously had a state gatekeeper alongside it.

Mục 02Construction contracts signed before 1 July 2026: the old law continues to apply, with notable exceptions

For construction contracts — where the parties’ financial rights and obligations are most concentrated — the transitional rule is that contracts signed before 1 July 2026 continue to be performed under the 2014 Law on Construction and its corresponding guiding instruments, unless the parties agree to apply the new provisions. This is a sensible approach: a contract is the product of agreement made on the legal foundation existing at the time of signing, and forcing the parties to switch legal frameworks midstream would upset the negotiated balance of interests. What enterprises should note is the option to apply the new provisions where advantageous: for instance, the mechanisms for handling force majeure or dispute resolution under Decree 210/2026/ND-CP are in several respects clearer and more favorable than the old rules, and the parties are entirely free to sign a contract addendum referring specific issues to the new framework.

This option, however, is a double-edged sword and must be exercised in clear written form. We recommend that enterprises not insert into addenda generic wording such as other matters shall follow prevailing law, because such drafting can be construed as shifting the entire contract to the new legal regime — including unfavorable provisions the enterprise did not anticipate. Instead, identify by name which contract clauses are amended and cite specifically which article and clause of the new instrument they refer to.

Mục 03Acceptance inspection and pending quality management procedures

A transitional item of great practical significance concerns state inspection of acceptance works: where a work commenced before 1 July 2026 was subject to acceptance inspection by the state authority under the old law but no longer falls within that category under the new rules, the inspection procedure is no longer required; the project developer bears responsibility for organizing quality management and completion acceptance itself. This is good news for the many developers queuing for inspection schedules of the specialized agencies — one of the final bottlenecks before putting works into operation. But the other side of the coin is, again, a shift of risk: when the State withdraws from the inspection role, any later quality defects point straight to the responsibility of the developer and its contractors, without the cushion of the authority’s written acceptance-result approval.

Similarly, the system of capacity certificates for construction organizations is abolished from 1 July 2026 and replaced by a self-disclosure mechanism, raising transitional questions about the validity of certificates already issued and bid dossiers being evaluated on the basis of such certificates. Enterprises participating in tender packages straddling the transition date should proactively clarify with the procuring entity which capability criteria apply, to avoid having their dossiers assessed against a standard that has ceased to have legal effect.

Mục 04Provisions applied early and the roadmap for new obligations

Notably, although the general effective date of the 2025 Law on Construction is 1 July 2026, certain bottleneck-removing provisions — particularly for public investment projects and emergency works — were permitted to apply early from 1 January 2026. In the opposite direction, some new obligations follow their own roadmap: typically the mandatory application of building information modeling (BIM) to new construction works of grade II or higher under Decree 217/2026/ND-CP, which we have analyzed in a separate article. The transition picture is therefore not a single cut-off at 1 July 2026, but a spectrum of different milestones for each obligation — and the enterprise’s legal function needs a detailed compliance calendar rather than a general note that the new law has taken effect.

For foreign contractors, the transition period is also tied to Decree 212/2026/ND-CP on construction activity licenses — license applications filed around the 1 July 2026 milestone should be carefully checked against the applicable procedural set, because filing on old forms after the new rules take effect is in practice a very common ground for dossiers being returned.

Mục 05Frequently asked questions

Must a construction permit issued before 1 July 2026 be re-issued under the new law? No. A permit validly issued before the new law took effect remains valid according to its content and stated duration. Only where the enterprise adjusts the design in a way that changes the permit’s content, or where the permit expires before the works commence, will the adjustment, extension or re-issuance procedures follow the 2025 Law on Construction.

A project approved before 1 July 2026 now needs adjustment — which law applies? A project adjustment carried out after 1 July 2026 is an activity not yet performed at the transition point, so in principle the sequence and competence under the 2025 Law on Construction apply. The unadjusted parts of the project retain their previously approved validity. Enterprises should review each specific case carefully, as different degrees of adjustment entail different procedures.

A contract signed before 1 July 2026 encounters force majeure after that date — which rules govern? In principle, contracts signed before 1 July 2026 continue under the old legal framework; however, the transitional provisions allow the parties to apply the new rules to force majeure events that arise. The parties should record the event and the damage in writing and clearly agree on the choice of applicable framework to avoid later disputes.

Mục 06Contact HTIC

HTIC Law Firm advises on reviewing a project’s legal status at the transition point, building a compliance calendar under the 2025 Law on Construction, and negotiating contract addenda transitioning the legal framework, for domestic and FDI developers and contractors. See our construction lawyer in Vietnam services. Fixed-fee quotation for each case or project — Hotline +84 379 044 299.