In the context of Vietnam’s ongoing legal reform, numerous legislative documents (“Legislative Documents”), particularly in the fields of land, investment, construction, and public procurement, are undergoing review, revision, or replacement. However, during transitional periods, a common issue arises due to delays in the issuance of new decrees and circulars designed to provide detailed implementation guidance for newly effective legal instruments (“Guiding Instruments”).
To address this issue, it is necessary to apply the general principle of legal validity to determine whether existing Guiding Instruments remain applicable. Notably, this principle has been amended under the 2025 Law on the Promulgation of Legal Normative Documents, which takes effect on 1 April 2025. This article analyzes the differences between the former and current regulatory frameworks to guide proper application.
According to the 2015 Legislative Program
Clause 4, Article 154 of the 2015 Legislative Program stipulates: “Where a legal normative document ceases to be effective, any document providing detailed guidance on the implementation of that instrument shall concurrently cease to be effective.”
Accordingly, once a principal legal document expires, its corresponding Guiding Instrument automatically cease to be effective without requiring a separate decision. This is a mandatory, automatic mechanism intended to ensure formal consistency within the legal system and reduce the administrative burden of issuing separate repeal instruments for each outdated Guiding Instrument.
In practice, however, the issuance of new Guiding Instruments is often significantly delayed compared to the effective date of the relevant laws or decrees. As a result, when the new principal document is in effect but the updated Guiding Instrument has not yet been issued, the automatic expiry of the old instrument creates a legal vacuum. This gap in regulation can hinder implementation and expose both regulatory authorities and regulated entities to legal uncertainty and risk.
According to the 2025 Legislative Program
Effective from 1 April 2025, the 2025 Legislative Program introduces a major shift in the principles governing the validity of Guiding Instruments. Clause 2, Article 57 provides: “Where a legal normative document ceases to be effective in whole or in part due to its replacement, amendment, or supplementation by another document, the guiding document that provides specific implementation measures shall remain valid if it is not inconsistent with the replacing or amending document, unless it is expressly declared to be wholly or partially invalid…”
This provision replaces the previous automatic-expiry mechanism with a conditional-validity principle. Specifically, a Guiding Instrument is no longer deemed invalid solely because the principal legal document it references has been replaced; it may remain effective if it is not inconsistent with the new document. This approach promotes continuity and legal certainty during transitional periods and helps mitigate regulatory gaps. However, the standard of “not inconsistent” remains subjective and has not yet been clarified through implementing guidance, making it difficult to assess compatibility or conflict between the old and new instruments in practice.
In the author’s opinion, the “not inconsistent” condition should be construed broadly to encompass all relevant aspects of the prior Guiding Instrument—substantive provisions, legal terminology, procedural frameworks, and interpretive approaches—which must be aligned with those of the superseding legal document.
In practice, assessing such alignment entails legal uncertainty and may result in divergent interpretations among regulatory authorities or stakeholders. As such, clients are strongly encouraged to consult qualified legal counsel before relying on or implementing these Guiding Instruments, in order to ensure compliance and mitigate potential legal risks.
Related posts
- The Law on Promulgation of Legal Normative Documents 2020
- Law on Promulgation of Legal Documents 2015
