Resolution 16/2026/NQ-CP: Mechanisms and Policies to Resolve Difficulties for Transitional Build-Transfer (BT) Investment Projects
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Based on:16/2026/NQ-CP - Government Official Gazette
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On April 7, 2026, the Government issued Resolution 16/2026/NQ-CP setting out special mechanisms and policies to resolve difficulties for legacy Build-Transfer (BT) investment projects signed before the Law on Public-Private Partnership (PPP) Investment took effect, referred to as "transitional BT projects". The Resolution applies only to a fixed list of projects named in two appendices, covering Ministry of National Defense facilities and infrastructure works in a number of provinces including Bac Ninh, Ca Mau, Dak Lak and others. The core content sets out payment procedures for investors under several scenarios. Where the contract complied with the law at the time of signing, the competent authority continues paying via state budget funds or via land and public-asset swaps as originally agreed in the signed contract. Where contract terms were non-compliant due to a state-agency error, the two parties may agree to amend the contract and continue, provided the project is operating effectively and has caused no loss or corruption. Where continuation is not feasible, the contract is terminated early and the state pays the investor based on the construction value confirmed by the State Audit. The Resolution also addresses how to handle mismatches between the estimated and actual value of land used for payment, how to reimburse investors for site-clearance costs they advanced, and when land prices are determined for calculating land-related financial obligations. The Resolution takes effect from its signing date (April 7, 2026) through December 31, 2027, and assigns the Ministry of Finance and competent authorities (ministries, provincial People's Committees) to implement it and report periodically to the Prime Minister. Because its scope is limited to the specific list of BT projects in the appendices, this document does not directly affect most small and medium enterprises, accountants, or typical foreign investors - it mainly concerns large infrastructure investors with long-standing disputes with state agencies over previously signed BT contracts.
Scope and applicability
The Resolution sets out mechanisms and policies to resolve difficulties for Build-Transfer (BT) investment projects carried out before the Law on Public-Private Partnership (PPP) Investment took effect ("transitional BT projects"). It applies only to the specific project list in two appendices: Appendix I (Ministry of National Defense projects) and Appendix II (projects of various provinces such as Bac Ninh, Ca Mau, Dak Lak, and others). It applies to state agencies, investors, and related organizations and individuals.
Implementation principles
Resolution must follow proper authority, order, and procedures; comply with any existing effective inspection conclusions; address only difficulties caused by errors of state management agencies; strictly inspect and handle anyone abusing the policy for profiteering, corruption, or legitimizing violations; protect overall public interest without creating new disputes or lawsuits; and separate the handling of violators' personal/organizational liability from the resolution of project difficulties.
Conditions for application
A transitional BT project must have been reported on the National Information System on backlogged investment projects ("System 751"), except projects in Appendix I, and must already have an inspection conclusion or a competent authority's written confirmation that no inspection is required.
Handling contracts that complied with the law at signing
The competent authority continues the project and pays under the signed contract. For state-budget payment: the total amount may not exceed the approved total investment, including post-construction interest and reasonable profit; loan interest rates may be adjusted via an amended contract; the State Audit audits any increase in value. For payment by land or public assets under Decree 69/2019/ND-CP: the full land fund is paid if the contract has no deduction clause; where a deduction clause applies when land value exceeds project value, the offset mechanism in Article 6 applies. For contracts signed before Decree 69/2019/ND-CP without a specified land location/area, conversion to budget payment is allowed.
Handling contracts that were non-compliant at signing
Where the error lies with the state agency and the project is operating effectively or has been completed with economic and social benefits, without causing loss or corruption, the parties may agree to amend the contract and continue, paying as for a compliant contract. If the parties cannot agree to continue, the contract is terminated early: the State Audit determines the completed construction value and any interest arising from late payment, and the state arranges budget funds to pay it. Where the fault lies with the investor, no budget funds are allocated for payment upon early termination.
Handling mismatches in land payment value
The Resolution provides an offset mechanism when the actual value of land used for payment differs from the amount estimated in the contract: if the actual land value exceeds the construction value and the investor cannot pay the difference, the excess is converted to budget payment; if land value is lower than construction value, the local budget covers the difference or it is offset against other land-related financial obligations of the investor; if part of the land can be split into an independent project, only the portion equivalent to the construction value is handed over.
Other difficulties addressed
- Projects with investor selected but no contract signed, or contract signed but construction not started: the competent authority decides whether to proceed or terminate, and reimburses the investor's legitimate costs incurred.
- Feasibility study adjustments: may be adjusted without needing to redo the investment policy approval procedure.
- Investors who advanced compensation/resettlement funds: reimbursed by deduction from the land payment value, or from the budget if the contract is terminated.
- Changes to the payment land location due to planning adjustments: the contract may be amended to adjust the land or convert to budget payment.
- Use of office headquarters or state-managed land for payment: follows the general contract-resolution mechanism; land falling under special cases in Article 217 of the 2024 Land Law is recovered by the State for payment if it cannot be split into an independent project.
Timing for determining land price
The timing for calculating land-use fees and land rent on payment land is the date the State decides to allocate or lease the land. If the State is late in allocating land after the BT work has been completed and accepted, the investor receives additional compensation equivalent to loan interest for the delay period.
Implementation and effect
Ministries and provincial People's Committees must review contracts, redetermine boundaries and land prices, coordinate with the State Audit and Government Inspectorate, strictly handle violations, and report quarterly to the Ministry of Finance. The Ministry of Finance manages System 751 and reports to the Prime Minister every six months. Investors must cooperate, ensure the accuracy of records, and fulfill their land-related financial obligations.
The Resolution takes effect from its signing date (April 7, 2026) through December 31, 2027. If issues remain unresolved after that date, the competent authority is responsible for the delay and must report a resolution plan to the Prime Minister. Officials who follow proper procedures without personal gain may be exempted from liability if unintended losses occur.
List of applicable projects
The two appendices list the specific transitional BT projects covered, including 6 Ministry of National Defense projects (barracks, training schools, and military infrastructure under the Air Defense - Air Force Service) and dozens of transport and urban infrastructure projects across provinces such as Bac Ninh (arterial roads, bridges, urban areas, cultural relics), Ca Mau (riverside roads, sea dikes), Dak Lak (inter-commune and urban roads), and other localities.