Changing investors — through the transfer of all or part of an investment project — is one of the most complex transactions in an FDI project’s lifecycle. Unlike a pure internal share transfer, transferring an investment project changes the project implementer recorded on the Investment Registration Certificate (IRC) and must satisfy four groups of conditions simultaneously: the project is not subject to termination; the transferee meets foreign investor (market access) conditions; land, housing and real estate business rules are observed if the project involves land use rights; and the conditions in the in-principle approval/IRC are met.
Deal practice shows that the points where transactions typically break down lie in pre-signing due diligence: the transferor has not completed land financial obligations, the project is mortgaged to a bank without a release plan, or the transferee is a foreign investor but the project’s sector restricts market access. This article systematizes the conditions, the IRC amendment sequence for investor changes, related tax obligations and key points to lock in the project transfer agreement.
Quick summary
| Topic | Changing investors through investment project transfer; IRC amendment |
|---|---|
| Who this is for | Investors transferring/exiting a project, transferee investors (domestic and foreign), and M&A advisors. |
| Key checkpoints | Project transfer conditions (4 groups), transferee’s market access conditions, transfer tax obligations, 15-day IRC amendment time. |
| Desired outcome | The IRC recording the new investor, the transaction lawfully completed, and tax obligations and encumbrances (land, mortgage) fully settled. |
Core legal issue: changing investors in a project in Vietnam
Investment law permits an investor to transfer all or part of an investment project to another investor when statutory conditions are met. After the transfer, the transferee inherits the transferor’s rights and obligations regarding the project — including the obligation to implement the registered objectives, schedule and scale correctly and any outstanding financial obligations. This is the point buyers often underestimate: “buying” a project means “buying” its legal baggage too.
Four groups of project transfer conditions to check before signing: (1) the project is not subject to termination or revocation by state authority decision; (2) a foreign-investor transferee must meet market access conditions for the project’s sector (Decree 31/2021/ND-CP); (3) the transfer must comply with land, housing and real estate business rules where the project involves land use rights or on-land assets; (4) other conditions in the investment in-principle approval and the IRC are met (e.g., transfer restrictions during an incentive period).
On tax, investment project transfer is usually tied to capital transfer or real estate transfer. Transferring contributed capital triggers corporate income tax on the difference between the transfer price and the original investment cost; transferring a project involving land use rights may trigger tax on real estate transfer activities. Price structure and payment method in the contract directly affect the parties’ tax obligations — calculate before locking the price.
Legal basis and verification sources
- Law on Investment 2025
- Law 76/2025/QH15 amending the Law on Enterprises
- Decree 168/2025/ND-CP on enterprise registration
- Decree 29/2025/ND-CP on the functions and tasks of the Ministry of Finance
- Resolution on the 2025 rearrangement of provincial-level administrative units
- Resolution 203/2025/QH15 amending the Constitution on administrative units
Procedure and dossier checklist
Step 1 — Pre-deal project due diligence: check the IRC’s legal status (valid, registered contents); review financial obligations (land rental, taxes, fees); check mortgage and guarantee encumbrances on the project; verify no termination/revocation case; assess the transferee’s market access conditions if a foreign investor.
Step 2 — Negotiate and sign the project transfer agreement: lock the transfer scope (all/part); price structure and payment method; tax allocation clauses; the transferor’s representations on the project’s legal status; conditions precedent (approval of the IRC amendment); and mechanisms for handling post-deal discovered issues.
Step 3 — Amend the IRC to record the new investor: the dossier includes the investment project amendment request; the project transfer agreement; a copy of the IRC; documents on the transferee’s legal standing; evidence of meeting transfer conditions (market access, land…); and the parties’ decisions. The processing time is 15 days from receipt of a complete valid dossier for projects not subject to investment in-principle approval; for in-principle approval projects, the in-principle amendment approval comes first.
Step 4 — Synchronize enterprise registration and tax obligations: register member/shareholder and legal representative changes (if any) on the ERC — 3 working days; declare and pay taxes arising from the transfer; update the investment capital account and bank information.
Step 5 — Handover and operation: hand over the project’s files, assets and contracts; update licenses, land leases and credit agreements to the new investor’s name; the transferee continues implementing the registered objectives and schedule correctly.
Common risks
Risk 1 — Buying a “defective” project: delayed project, land rental arrears, bank mortgage or termination review exposure; the transferee inherits all baggage if due diligence is not thorough.
Risk 2 — Transferee failing market access conditions: a foreign investor buying a project in a restricted sector without prior checking; the IRC amendment is refused and the deal collapses after deposits and signing.
Risk 3 — Land complications: the project involves land use rights but the transfer does not meet land use right and on-land asset transfer conditions; the transaction risks partial invalidity.
Risk 4 — Miscalculated tax obligations: failing to budget corporate income tax on capital/real estate transfer when locking the price; post-deal disputes over which party bears the tax.
Risk 5 — Full payment before conditions are met: paying the full transfer price before the IRC is amended; the transferor loses leverage and the transferee bears refusal risk.
Competent authorities and filing bodies
The IRC amendment for investor change is handled by the investment registration authority that issued the IRC (the provincial/municipal Department of Finance or the Industrial Park, Export Processing Zone, Hi-Tech Park or Economic Zone Management Authority). In-principle approval projects must go through the in-principle amendment approval with the competent authority. Enterprise registration changes go to the business registration authority under Decree 168/2025/ND-CP; tax obligations to the directly managing tax authority.
When to contact a lawyer
Engage a lawyer in three cases: (1) before signing any binding document — for project legal due diligence, checking transfer conditions and the buyer’s market access conditions; (2) when negotiating the transfer agreement — to design price structure, tax clauses, conditions precedent and protection mechanisms if the IRC amendment is refused; (3) when the deal is complex — land-linked projects, mortgaged projects, or foreign buyers in conditional sectors.
How FLAT LAW FIRM helps
FLAT LAW FIRM assists with project legal due diligence, drafting/negotiating project transfer agreements, standardizing IRC amendment and enterprise change dossiers, and calculating the transaction’s tax obligations, in Vietnamese, Chinese and English.
See also: Transferring an investment project in Vietnam | Amending an Investment Registration Certificate | Changing the legal representative
FAQ
What conditions must an investment project transfer meet?
Four groups: the project is not subject to termination/revocation; the transferee (if a foreign investor) meets market access conditions; land, housing and real estate business rules are observed if the project involves land use rights; and conditions in the in-principle approval and IRC are met.
Does changing investors require an IRC amendment?
Yes. The investor is IRC content; after transfer, the IRC amendment procedure must be done to record the new investor — 15 days for projects not subject to investment in-principle approval.
Does the transferee inherit the project’s obligations?
Yes. The transferee inherits the transferor’s rights and obligations regarding the project, including implementing the registered objectives and schedule correctly and outstanding financial obligations.
Is project transfer taxable?
Corporate income tax may arise on the difference between the transfer price and the original investment cost (for capital transfer), or tax on real estate transfer where the project involves land use rights. Calculate specifically per deal structure.
What should foreign investors note when buying projects in conditional sectors?
They must meet the sector’s market access conditions under Decree 31/2021/ND-CP (ownership caps, investment forms, Vietnamese partner requirements). Non-compliance means the IRC amendment is refused.
Should full payment be made before the IRC is amended?
No. Structure payments in stages (deposit, milestone payments tied to conditions precedent), retaining a portion until the IRC records the new investor to manage refusal risk.
Can part of a project be transferred?
Yes, the law permits transferring all or part of an investment project, provided both the transferred and remaining parts meet regulations and are approved by the competent authority in the IRC amendment.
