Merging two FDI companies is a major restructuring transaction: one company ceases to exist, and all assets, rights and obligations move to the surviving company. But at the investment project layer, the story is not as automatic as at the enterprise layer — each project has its own Investment Registration Certificate (IRC) naming the economic organization implementing it, and the investment registration authority must be notified, with an amendment for each project. This article follows both layers: succession under the Law on Enterprises and IRC handling under investment law, so that no project is left paper-orphaned by a merger.
The enterprise layer: automatic succession on merger
Article 201 of the Law on Enterprises No. 59/2020/QH14 governs company mergers: one or several companies may merge into another company by transferring all assets, rights, obligations and lawful interests to the surviving company, while the merged companies cease to exist. After the surviving company completes enterprise registration, the merged company terminates; the surviving company enjoys the lawful rights and interests and bears responsibility for unpaid debts — including tax debts — labour contracts and other property obligations of the merged company. The merger contract must be sent to all creditors and notified to employees within 15 days of approval, and the merger must comply with the Law on Competition on economic concentration. Enterprise registration for the merger follows Decree No. 168/2025/ND-CP, with the business registration authority updating the merged company’s legal status on the national database.
The project layer: IRCs do not rename themselves on merger
Here lies the point investors misunderstand most: the Law on Enterprises’ automatic succession settles subject status, but the IRC of each project held by the merged company still names a legal entity that no longer exists. Under the Law on Investment No. 143/2025/QH15 and Decree No. 96/2026/ND-CP, when information about the investor or the project-implementing economic organization changes due to a merger, the surviving company must carry out the IRC amendment procedure for each related project at the corresponding investment registration authority — the authority for the province or zone where the project sits. The amendment dossier usually comprises the amendment request, a copy of the project’s IRC, the merger contract and merger approval decision, the surviving company’s new Enterprise Registration Certificate, and an explanation of project succession. While amendments are pending, the surviving company still operates the projects on the basis of legal succession, but transactions requiring the IRC to be produced — banking, land, sub-licences — easily jam because the name on the IRC does not yet match.
Tax debts and obligations of the merged company
Under the succession mechanism in Article 201 of Law on Enterprises 59/2020/QH14, the merged company’s unpaid tax debts pass to the surviving company; they do not vanish with the terminated entity. Safe practice is, before completing the merger, for the parties to reconcile tax liabilities with the managing tax authorities of both companies, to include responsibility-allocation and indemnity clauses in the merger contract, and to notify the tax authorities of the transaction so the filing entity is updated. Likewise, investment incentives of the merged company’s projects continue to be enjoyed by the surviving company through project succession, provided project content and incentive conditions are unchanged; if the merger simultaneously changes project scale, business lines or location, that change must be appraised again under the ordinary amendment procedure. Sub-licences, land leases, capital accounts and labour contracts likewise need updating or transfer project by project.
Sequence of a typical FDI merger transaction
One, legal due diligence on both layers at once — enterprise registration and the project inventory, IRCs, incentives and land of both companies. Two, sign the merger contract with a project-by-project schedule of projects and obligations. Three, complete enterprise registration for the surviving company and update the termination of the merged company. Four, file IRC amendments for each project at the correct investment registration authority, with the merger dossier attached. Five, synchronise the remaining paper layers: tax, banking, land, sub-licences, labour. Skipping step four is the error that leaves many mergers “done at the enterprise layer, stuck at the project layer” for months after closing.
In short: a merger under the Law on Enterprises gives the surviving company automatic succession to all projects and obligations of the merged company — tax debts included — but each project’s IRC is updated only when the company completes the amendment procedure at the investment registration authority. Planning for both layers from the very first due diligence is the only way an FDI merger closes completely.
Due diligence questions specific to project succession
Because the surviving company inherits the merged company’s projects with their entire compliance history, merger due diligence in the FDI context must read each project file the way an inspector would. The questions that matter most are rarely in the data room’s summary: Is each IRC’s content still accurate against the project’s actual scale, location and schedule, or has the merged company been operating with unamended divergences the survivor is about to inherit? Are periodic investment reports and the security deposit position for each project fully regular, and are there pending inspection minutes or supplementation requests that will land on the survivor’s desk after closing? Do the projects’ incentives carry maintenance conditions — capital scale, employment, technology — that the merger’s own restructuring plans might breach? Land files deserve a separate pass, checking that lease terms and payment status survive the change of the implementing organization without consent issues. The answers feed directly into the merger contract: representations about project compliance, a price or indemnity mechanism for inherited defects, and a post-closing covenant assigning named owners to each project’s IRC amendment and each outstanding regularisation. A merger priced and papered with that project-level diligence closes cleanly; one that treats the IRC portfolio as a footnote discovers its real contents afterwards, at inspector speed rather than deal speed.
Frequently Asked Questions
When two FDI companies merge, how are the projects’ IRCs handled?
The surviving company succeeds to the projects under the Law on Enterprises merger mechanism, but must amend the IRC of each project at the issuing investment registration authority, presenting the merger contract, the merger decision and its new enterprise registration.
Does the post-merger company automatically inherit the IRCs?
In legal status, yes: the surviving company automatically succeeds to project rights and obligations under Article 201 of Law on Enterprises 59/2020/QH14. But the content recorded on each IRC does not change by itself — an amendment is still required to update the implementing organization’s name.
What happens to the merged company’s tax debts?
Unpaid tax debts transfer to the surviving company under merger succession; they do not end with the merged entity. The parties should reconcile tax liabilities before closing and notify the tax authority to update the filing entity.
