An FDI project in Ha Nam wants to raise capacity by 20 percent, rename the project and move its operation milestone to next year. The director asks counsel: can all three changes ride on the year-end periodic report, or must some be approved before implementation? Getting this wrong is why many projects are fined for ‘implementing unadjusted contents’.
Applicable Legal Framework
The principle in the Investment Law 143/2025/QH15 and Decree 96/2026/ND-CP: contents recorded in the Investment Registration Certificate (IRC) – objectives, scale, location, capital, schedule, duration, investors – when changed, require an IRC adjustment procedure and the new content may be implemented only after adjustment (except where the law allows notification). Changes not altering IRC contents (contact details, representatives, the project company’s name in statutory cases) are notification matters for the registration agency.
Periodic reports reflect implementation; they do not legalise changes. An adjustment-type change merely ‘reported’ in a quarterly or annual report is still unadjusted, fined under Decree 122/2021/ND-CP when discovered, with the agency requiring restoration of the registered state or completion of adjustment alongside violation handling.
Detailed Answers to Practical Questions
When is a report enough, and when is approval required?
The line is whether IRC contents change: (1) changing IRC contents – objectives, scale, capacity, location, land area, total capital, contributed capital, schedule, duration, investors – requires IRC adjustment before implementation. (2) changes outside the IRC’s decided contents (contact information, accounts, some enterprise-registration changes not affecting project contents) – notify the registration agency and reflect them in periodic reports. (3) changes within investment-policy approval scope require approval of the policy adjustment at the corresponding authority before the IRC step.
Which changes mandatorily require IRC adjustment?
Changes touching certified contents: project objectives and business lines; scale, capacity and land area used; implementation location; total investment capital and investor contributions; contribution and implementation schedules; operating duration; investor information (assignment, merger, division); and project incentives or conditions where the change alters the basis for incentives. Test every planned change against the exact items of your current IRC.
Can small adjustments be folded into periodic reports?
No, if the change touches IRC contents. ‘Small’ in economic value does not mean ‘no adjustment’: a minor capital increase, a few months’ schedule shift or a partial objective change all alter certified contents. The right route for a small change is a slim adjustment dossier with a simple explanation – far lighter than the risk of fines and forced restoration when an inspection finds it.
What if we change project contents without adjusting?
Administrative fines under Decree 122/2021/ND-CP for implementing a project contrary to IRC contents, plus an order to adjust the file or restore the registered contents. The knock-on effects exceed the fine: activity ‘outside the IRC’ may lose corresponding investment incentives, may not be recognised on extension, and where the change moves the project into a conditional sector or policy-approval scope without approval, the authority may require that part of the activity to stop.
Action Checklist
- Before any change, test it against each item of the current IRC: which item changes, which procedure follows.
- Classify changes into three groups: IRC adjustment, notification, policy-approval adjustment.
- Do not implement new contents before the adjusted IRC issues (except work independent of the changed content).
- Synchronise enterprise registration, land and environmental files when the IRC adjustment changes them.
- Reflect adjusted changes in the nearest investment report with the adjusted IRC’s number and date.
Frequently Asked Questions
Does renaming the project company require IRC adjustment?
The investor/company name is IRC-related information: when the name changes via enterprise registration, perform the IRC information update/adjustment as the registration agency guides – an information adjustment, simpler than a content adjustment, but not skippable.
Does a charter capital increase automatically adjust project capital?
No: charter capital increase is an enterprise registration procedure; if total investment capital or contributions in the IRC change correspondingly, the IRC must be adjusted. The two procedures often run in parallel but do not replace each other.
While adjustment is pending, can old activities continue?
Yes – activities under the current IRC contents continue normally; only the new content (added scale, new objective, new location) must wait for the adjusted IRC.
This article has been quality-reviewed by the FLAW AI Legal Council