Amending, Extending and Terminating Vietnam’s Investment Registration Certificate (IRC): A 2026 Lifecycle Guide for FDI Projects

A foreign-invested project never stands still after its Investment Registration Certificate (IRC) is issued. Companies inject additional capital to expand factories, relocate when land leases expire, fall behind schedule as markets shift — or simply decide to exit Vietnam. Every such change raises the same legal question: must the IRC be amended, and what happens if it is not?

In our advisory practice, this is the grey zone foreign investors underestimate most. Too many enterprises run their projects according to commercial reality — scaling up, moving sites, pushing back timelines — without updating the IRC, only to discover during an inspection that their operations no longer match what was registered. The consequences can go well beyond an administrative fine: the project may be suspended or even terminated with the IRC revoked under Articles 35 and 36 of the 2025 Law on Investment.

This guide covers the full post-issuance lifecycle of the IRC: when amendment is mandatory and how it works, how far implementation schedules may be extended, how project-duration amendment differs from extension, and what termination involves. Everything is mapped against Law on Investment 2025 (143/2025/QH15, effective 1 March 2026) and Decree 96/2026/ND-CP (effective 31 March 2026) — the new framework replacing the 2020 Law on Investment and Decree 31/2021/ND-CP. If you are looking at the initial IRC application stage, see our end-to-end guide to setting up an FDI company (T-001); this guide addresses the operation and change phase.

Contents

1. What the IRC is — and why it needs attention throughout the project lifecycle
2. The current legal framework
3. Amending the Investment Registration Certificate
4. Extending the project implementation schedule: the 24-month cap
5. Project duration: amendment vs. extension
6. Termination of investment project operations
7. Key statutory timelines
8. Common risks and mistakes
9. Quick checklist
10. Frequently asked questions (FAQ)
11. When to engage counsel

1. What the IRC is — and why it needs attention throughout the project lifecycle

The Investment Registration Certificate (IRC) is a document — paper or electronic — recording the investor's registered information about the investment project (Article 3.11, Law on Investment 2025). Put simply: if the Enterprise Registration Certificate (ERC) is the company's birth certificate, the IRC is the project's birth certificate.

The IRC records the project's core contents: project name, investor name, objectives, scale, investment capital, implementation location, operational duration, and implementation schedule. It is the investor's formal commitment to the Vietnamese State — and the benchmark regulators use to check whether the project is being implemented as registered.

The governing principle, set out in Article 33.2 of the Law on Investment 2025, is straightforward: investors shall complete procedures to amend the IRC where a project adjustment changes the principal contents of the project as stated in the IRC. The IRC is not a "file and forget" licence — whenever the project changes in a way that alters its principal contents, the IRC must be amended to match.

This guide is particularly relevant for directors and legal/compliance teams of operating FDI enterprises in Vietnam; investors planning capital increases, expansions, relocations, project transfers or exits; and M&A advisers reviewing the legal health of an IRC in an acquisition of an FDI enterprise.

2. The current legal framework

Since 1 March 2026, the IRC lifecycle is governed by a new framework:

• Law on Investment 2025 (143/2025/QH15), effective 1 March 2026, replacing the Law on Investment 2020 (61/2020/QH14). The central provisions for this guide: Article 27 (authority to issue, amend and revoke IRCs), Article 33 (adjustment of investment projects), Article 35 (suspension of project operations), Article 36 (termination of project operations), Article 31 (project operational duration).
• Decree 96/2026/ND-CP detailing and guiding the implementation of the Law on Investment, effective 31 March 2026, replacing Decree 31/2021/ND-CP. Central provisions: Article 28 (schedules and operational duration), Article 38 (timeline for issuing amended IRCs for projects subject to in-principle approval), Article 51 (project adjustment procedures), Article 56 (procedures for adjusting projects already granted IRCs that are not subject to approval of in-principle adjustment), Article 64 (amendment/extension of operational duration), Article 66 (project termination procedures).
• Decree 122/2021/ND-CP on administrative sanctions in planning and investment (effective 1 January 2022), as amended by Decree 288/2026/ND-CP (effective 21 July 2026) — the sanction framework for IRC-related breaches.

A note on expired instruments: the 2020 Law on Investment and Decree 31/2021/ND-CP have expired. Much of the guidance circulating online still cites Article 41 (IRC amendment) and Article 48 (project termination) of the 2020 Law — those article numbers no longer apply under the 2025 Law (now Articles 33 and 36). Always verify that the instrument you are reading is still in force.

3. Amending the Investment Registration Certificate

3.1. The rule: a change to "principal contents" triggers amendment

The 2025 Law does not provide a closed list of changes requiring IRC amendment. Instead, Article 33.2 sets the test: does the adjustment change the principal contents of the project as stated in the IRC? Those principal contents are the data fields on the certificate itself: objectives, scale, investment capital, location, operational duration, implementation schedule, project name, investor name.

In practice, the following changes will almost always require amendment:

• Increasing or reducing project investment capital (distinct from the company's charter capital — but when the capital figure on the IRC changes, the IRC must be updated);
• Changing the project location (moving provinces/cities, moving into or out of an industrial park);
• Changing project objectives or scale (e.g., expanding from electronic-component manufacturing into finished-product assembly);
• Changing the implementation schedule (deferring or accelerating milestones);
• Changing the project's operational duration;
• Changing the investor (project transfer, ownership restructuring that changes the investor name on the IRC);
• Changing the project name.

By contrast, purely internal corporate changes — changing the legal representative, changing the company's head-office address (as opposed to the project location), adjusting charter capital without changing project investment capital — follow enterprise registration procedures and do not trigger IRC amendment. The boundary can blur where the head office coincides with the project site; in that case, check the IRC contents carefully.

3.2. When in-principle approval of the adjustment must come first

This is where most investors stumble. For projects that received in-principle investment approval, not every change can be handled by amending the IRC alone — Article 33.3 of the Law on Investment 2025 requires approval of the adjustment of the in-principle approval first in five cases:

1. Changing or supplementing contents or objectives that were subject to in-principle approval as stated in the approval document;
2. Changing the land-use area scale as regulated by the Government, or changing the investment location;
3. Extending the project implementation schedule where the adjustment exceeds 24 months under Article 33.4;
4. Adjusting the project's operational duration;
5. Changing the investor of a project whose in-principle approval was granted together with investor approval, before the project enters exploitation or operation, or changing conditions applicable to the investor (if any).

The sequence is therefore two-tiered: in-principle adjustment approval first, IRC amendment second. Skipping the first tier and going straight to the investment registration authority will not work — and an amended IRC issued through the wrong sequence may later be revisited.

Projects not subject to in-principle investment approval go directly to IRC amendment under Article 56 of Decree 96/2026/ND-CP (see section 3.4).

3.3. Where to file: the competent authority since 1 March 2026

Article 27 of the Law on Investment 2025 allocates the authority to issue, amend and revoke IRCs as follows:

• Management boards of industrial parks, export-processing zones, high-tech parks and economic zones: projects inside those zones;
• Departments of Finance: projects outside those zones — an organisational change investors should note (the function moved from the former Departments of Planning and Investment);
• The investment registration authority of the locality where the operating office is (or will be) located: projects spanning two or more provincial-level administrative units; projects both inside and outside industrial/economic zones; or projects in zones where no management board has been established.

Practical note: changing the project location to another province/city, or into/out of an industrial park, can shift jurisdiction from one authority to another — the amendment file goes to the authority competent for the project's new location.

3.4. Procedures by project category

Category 1 — Projects not subject to approval of in-principle adjustment (Article 56, Decree 96/2026/ND-CP). This is the streamlined track, further simplified by Decree 96/2026:

• For three simplified groups — (i) changing the project name or investor name on the IRC; (ii) adjusting the implementation schedule or operational duration under Article 28.5 of the Decree; (iii) updating location information following the reorganisation of administrative units and the two-tier local government — the investor files one dossier set plus its electronic copy with the investment registration authority, which amends the IRC within 03 working days of receiving the request and related documents.
• For other adjustments not subject to in-principle-adjustment approval, the processing time is 07 working days from receipt of a complete and valid dossier.

Category 2 — Projects subject to approval of in-principle adjustment. Follow Article 51 of Decree 96/2026/ND-CP: the in-principle adjustment approval follows Articles 52, 53 and 54 corresponding to the original approval level; once the decision approving the adjustment is issued, the investor completes IRC amendment — within 05 working days from the date the investment registration authority receives the decision (Article 38, Decree 96/2026/ND-CP).

A practical caveat: the statutory clocks run from receipt of a complete and valid dossier. Most real-world delay sits in dossier preparation — supporting documents for the adjustment (land papers for a relocation, financial-capacity evidence for a capital increase) that are incomplete trigger supplementation requests, and the clock has not started.

3.5. Typical scenarios

Capital increase and scale expansion. When a project needs more capital for factory expansion or new production lines, the investment capital figure on the IRC must be adjusted upward. If the project required in-principle approval and the increase changes approved objectives/scale, the in-principle adjustment tier comes first.

Project relocation. The heaviest amendment in this group: it both triggers in-principle adjustment approval (Article 33.3(b) — change of investment location) and may shift jurisdiction between registration authorities. The dossier needs papers evidencing land-use rights at the new site.

Project transfer / investor change. On a partial or full transfer, merger or split of projects (Article 33.1), the IRC must be amended to record the new investor. For projects whose in-principle approval was granted together with investor approval, changing the investor before exploitation/operation requires in-principle adjustment approval (Article 33.3(dd)).

Updates following administrative reorganisation. After the two-tier local government reorganisation, many administrative addresses on IRCs are outdated (new province and commune/ward names). Decree 96/2026/ND-CP places this in the simplified (03-working-day) track — investors should update proactively to avoid mismatches between the IRC, land papers and enterprise registration.

4. Extending the project implementation schedule: the 24-month cap

The implementation schedule is among the most sensitive IRC contents, because the law ties delay directly to the risk of termination (see section 6). Article 33.4 of the Law on Investment 2025 sets a hard cap:

For projects granted in-principle investment approval, investors may not adjust the implementation schedule by more than 24 months against the schedule in the original in-principle approval — except in seven cases: a) Remedying consequences of force majeure under civil and land law; b) The investor's late receipt of land allocation, land lease or land-use-purpose conversion from the State; c) Adjustment at the request of a state management agency, or due to an agency's slow administrative procedures; d) Adjustment due to planning changes by a state agency; đ) Change of objectives as stated in the in-principle approval document; e) Increase of total investment capital by 20% or more, changing the scale of the investment project; g) Other cases as prescribed by the Government.

And as noted in section 3.2, extending the schedule beyond 24 months requires in-principle adjustment approval (Article 33.3(c)).

Procedurally, where an investor needs to update schedule/duration information in the cases under Article 28.4 (detailed in Article 28.5) of Decree 96/2026/ND-CP, the simplified track in section 3.4 applies (03 working days) — the dossier comprises the investor's written request plus copies of the land allocation/lease/conversion decision or the land handover document from the competent authority.

Practical advice: do not wait until the project is already late. At the first sign of schedule risk (slow site clearance, delayed construction permits, market disruption), assess immediately whether one of the seven exceptions applies and prepare the adjustment file early. Letting the schedule drift in silence is the shortest route to Article 36.2(b) — termination after 24 months of unmet objectives.

5. Project duration: amendment vs. extension

Many investors confuse these two concepts. "Amending" the operational duration and "extending" it are different procedures for different situations.

5.1. The maximum-duration framework

Article 31.1 and 31.2 of the Law on Investment 2025 cap project operational duration at 50 years, and 70 years for specially regulated cases. During implementation, investors may adjust the duration upward or downward, but the post-adjustment duration may not exceed those maxima (Article 28.6, Decree 96/2026/ND-CP).

5.2. Below the cap: the investor may choose amendment or extension

The most practical rule sits in Article 28.8 of Decree 96/2026/ND-CP: for projects with duration below 50 years (or 70 years), during the 12 months before expiry the investor may choose between:

• (a) Amending the operational duration under Article 64.1 of Decree 96/2026/ND-CP (following the corresponding procedures in Articles 52, 53, 54, 55 or 56, depending on whether in-principle approval applies); or
• (b) Extending the operational duration under Article 64.2.

In plain terms: if your IRC states a 30-year duration that is about to expire while the project remains viable, that final 12-month window is when you must act.

5.3. At the 50/70-year cap but wishing to continue

Article 28.9 of Decree 96/2026/ND-CP: a project already at the 50-year (or 70-year) maximum whose investor wishes to continue may be granted an extension if it simultaneously meets three conditions:

• a) Not falling within Article 31.5(a) and (b) of the Law on Investment;
• b) Consistency with one of the plans in the planning system under planning law;
• c) Satisfaction of land allocation/lease conditions under land law (where continued land use is requested).

The extension period is assessed on the project's objectives, scale, location and operational requirements and may not exceed the statutory maxima in Article 31.1 and 31.2 (Article 28.10). Where conditions (a) and (c) are met but planning consistency (b) is not, the competent authority considers year-by-year extension until a commune-level land-use plan exists — the investor completes the procedure only for the first year, with subsequent years extended automatically (Article 28.11).

The extension dossier (Article 64.2, Decree 96/2026/ND-CP) comprises: the written extension request (per the prescribed form — e.g., Form I.1.10 issued with the Decree); a report on project implementation status as of filing; information/documents evidencing land-use rights; financial-capacity evidence (one of: the investor's financial statements for the two most recent years, a parent-company financial support commitment, a financial institution's support commitment, or a financial-capacity guarantee); and a technology determination document for projects in the regulated category. For projects with in-principle approval, the dossier goes to the Ministry of Finance or the investment registration authority corresponding to the approval authority.

6. Termination of investment project operations

This is the end of the IRC lifecycle. The law draws a sharp line between voluntary termination by the investor and termination by the state authority.

6.1. Voluntary termination by the investor

Article 36.1 of the Law on Investment 2025 recognises three cases:

• a) The investor decides to terminate project operations;
• b) Termination under conditions in the contract or enterprise charter;
• c) Expiry of the project's operational duration (where no timely amendment/extension was made — see section 5).

The procedure in Article 66.2 of Decree 96/2026/ND-CP:

• Case (a) — own decision: within 15 working days of the decision date, the investor notifies and submits the termination decision, the in-principle approval decision (if any) and the IRC (if any) to the investment registration authority. Within 03 working days of receiving the documents, the authority notifies the termination to the relevant agencies.
• Cases (b) and (c) — per contract/charter or expiry: within 15 working days of the termination date, the investor notifies and returns the in-principle approval decision (if any) and the IRC (if any), accompanied by copies of documents recording the termination; the authority notifies relevant agencies within 03 working days.

From the effective date of the termination decision, the in-principle approval decision and the IRC cease to be effective (Article 66.2(d)).

6.2. Termination by the investment registration authority

Article 36.2 of the Law on Investment 2025 lists nine cases in which the authority terminates or partially terminates project operations:

• a) The project falls within the suspension cases (Article 35.2 and 35.3) and the investor cannot remedy the suspension conditions;
• b) 24 months after the deadline for achieving the project's operational objectives (or phase objectives) stated in the approval/IRC documents, the investor still has not achieved them, and the case does not qualify for schedule adjustment (except land-recovery cases);
• c) The investor can no longer use the investment location and fails to complete location-adjustment procedures within 06 months (except land-recovery cases);
• d) The project has been suspended for 12 months and the authority cannot contact the investor or its lawful representative;
• dd) The project is subject to land recovery under land law;
• e) The investor fails to make the deposit or provide the deposit guarantee for projects subject to project-performance security;
• g) The investor conducts investment on the basis of a sham civil transaction;
• h) Under a court judgment/decision or arbitral award;
• i) New: the enterprise has been dissolved without terminating operations or transferring ownership of the project as required.

Two procedural safeguards matter: for projects subject to in-principle approval, termination follows only after the opinion of the in-principle approval authority; and on termination under Article 36.2, the authority simultaneously revokes the in-principle approval decision (if any) and the IRC — except where only part of the operations is terminated.

6.3. "Suspension" vs. "termination" — not the same thing

Article 35 of the Law on Investment 2025 governs suspension — a temporary state in which the project legally still exists:

• An investor suspending operations must notify the investment registration authority in writing; suspension due to force majeure entitles the investor to land-rental exemption and land-use-fee reduction during the suspension to remedy consequences (Article 35.1).
• The state investment management agency may order full or partial suspension in five cases (Article 35.2): protection of relics/antiquities/national treasures; remedying environmental violations; labour-safety measures; court judgments/decisions or arbitral awards; the investor's failure to comply with the approval/IRC contents after having been administratively sanctioned (or formally reminded in writing) yet continuing to breach — except failure to meet the schedule.
• The Prime Minister orders suspension where project implementation harms or risks harming national defence, security or the environment (Article 35.3).

Suspension means "paused to fix"; termination means "over". Confusing the two produces the wrong procedure — for example, terminating a project that merely needs a temporary halt, or conversely leaving a commercially dead project without completing termination, only to fall into Article 36.2(d) (12 months of uncontactable suspension → termination).

6.4. After termination: what cannot be skipped

Termination on paper is only half the story. The investor must still: liquidate project-attached assets; finalise tax obligations (corporate income tax, contractor tax if applicable, VAT refund where eligible); settle employee entitlements and social insurance; return land or resolve land-use rights under land law; and, if the company has no remaining projects, dissolve the enterprise under the Law on Enterprises. Each area has its own sequence and deadlines — this is where counsel and accountants must work closely together, because failures in liquidation or final settlement can create liabilities lasting years after the project has "closed" on the IRC.

7. Key statutory timelines

8. Common risks and mistakes

1. Operating inconsistently with the IRC. The pattern: expanding production scale, moving warehouses, adding business lines while the IRC still shows the old information. Consequence: deemed non-compliance with IRC contents — administrative sanctions (Decree 122/2021/ND-CP, as amended by Decree 288/2026/ND-CP) and, where the investor was already sanctioned or formally reminded yet continues to breach, possible suspension of operations (Article 35.2(dd)). Prevention: route every board decision changing the project through an "IRC check" before implementation.

2. Falling behind schedule without seeking adjustment. The costliest mistake. The law permits schedule adjustment within 24 months (and beyond in the seven exceptional cases), yet many investors let the schedule drift in silence. Twenty-four months after the deadline for objectives passes without achievement, the project faces termination under Article 36.2(b).

3. Losing the investment location without timely adjustment. An expired land lease, partial land recovery, or an unfiled relocation — beyond 06 months, the authority may terminate the project (Article 36.2(c)).

4. Forgetting the duration clock. A project expiring without amendment/extension in the final 12 months falls into Article 36.1(c) (expiry → termination). Especially dangerous for short-duration projects (10–20 years) licensed during Vietnam's early FDI waves.

5. Wrong procedural tier: amending the IRC while skipping in-principle adjustment approval. In the five Article 33.3 cases, an amended IRC without the preceding in-principle adjustment decision is procedurally defective and can be revisited — blocking subsequent land, construction and tax procedures.

6. Terminating without returning the IRC or completing liquidation. Missing the 15-working-day notification breaches a procedural duty; worse, many investors "walk away" without finalising tax, social insurance or land obligations — leaving legal and financial exposure for the entity and its representatives for years.

9. Quick checklist

• [ ] Compare every IRC field against actual implementation (objectives, capital, location, schedule, duration).
• [ ] Any change to "principal contents" → plan the IRC amendment before implementing the change.
• [ ] Determine whether in-principle approval applies; if so, test the change against the five Article 33.3 cases.
• [ ] Identify the correct authority (management board / Department of Finance / office-location authority) under Article 27 — especially on relocation.
• [ ] Prepare the dossier for the right track (03 / 07 / 05 working days), including the electronic copy.
• [ ] Schedule risk emerging → assess the seven Article 33.4 exceptions immediately; file for schedule extension early.
• [ ] Watch the duration clock: act within the final 12 months (amend or extend under Articles 64 and 28 of Decree 96/2026/ND-CP).
• [ ] On termination: issue the decision through the proper internal authority; notify and submit/return the IRC within 15 working days.
• [ ] Complete asset liquidation, tax finalisation, employee settlements and land obligations after termination.

10. Frequently asked questions (FAQ)

Does increasing a project's investment capital require amending the Investment Registration Certificate?

Yes, if the increase changes the project's principal contents as recorded on the IRC. Article 33.2 of the Law on Investment 143/2025/QH15 requires investors to complete IRC amendment procedures whenever a project adjustment changes the principal contents stated in the IRC. If the project required in-principle investment approval and the change falls within the five cases under Article 33.3, the investor must first obtain approval for the adjustment of the in-principle approval before amending the IRC.

How long can a project fall behind schedule before facing termination?

Under Article 36.2(b) of the Law on Investment 143/2025/QH15, if 24 months have passed since the deadline for achieving the project's operational objectives (or phase objectives) stated in the in-principle approval or the IRC and the investor still has not achieved them — and the case does not qualify for a schedule adjustment — the investment registration authority may terminate or partially terminate the project. Investors at risk of delay should proactively seek a schedule adjustment rather than let the deadline lapse.

What should an investor do when the project duration is about to expire but the project should continue?

Act within the 12 months before expiry. Under Article 28.8 and 28.9 of Decree 96/2026/ND-CP: if the duration is below the statutory maximum (50/70 years), the investor may choose either the duration-amendment procedure (Article 64.1) or the duration-extension procedure (Article 64.2); if the project has already reached the 50/70-year maximum and the investor wishes to continue, only extension is available, subject to three conditions (not falling within prohibited cases, consistency with planning, and satisfaction of land allocation/lease conditions).

Does terminating an investment project mean dissolving the company?

Not necessarily. Terminating project operations ends the project recorded on the IRC; the enterprise implementing it may continue to exist to liquidate assets, finalize tax obligations, settle employee matters, or implement other projects. Note the new ground at Article 36.2(i) of the 2025 Law: the authority may terminate a project where the enterprise has been dissolved without terminating or transferring the project as required.

If the investor voluntarily terminates a project, whom must it notify and within what deadline?

Under Article 66.2(a) of Decree 96/2026/ND-CP, within 15 working days from the decision date, the investor must notify and submit the termination decision, the in-principle investment approval decision (if any), and the IRC (if any) to the investment registration authority. Within 03 working days of receiving these documents, the authority notifies the termination to the relevant agencies.

11. When to engage counsel

• Large, multi-element changes (capital increase plus relocation plus schedule deferral at once) — the correct procedural tiers and sequencing must be mapped to avoid rework.
• In-principle-approved projects with changes touching the five Article 33.3 cases — one misstep at the approval tier jams every downstream procedure.
• Actual or looming schedule delay — assessing eligibility under the seven Article 33.4 exceptions and preparing supporting evidence.
• Duration expiring within 12–18 months — choosing between amendment and extension, preparing financial-capacity files and checking planning consistency.
• Terminating, transferring or withdrawing from a project — coordinating asset liquidation, tax finalisation, labour and land matters with the 15-working-day filing deadline.
• Receiving a reminder, explanation request or sanction decision concerning the IRC — act immediately before the matter escalates to suspension or termination.

The IRC is a living record of an FDI project — update it wherever the project moves. If you need a health check of your current IRC, preparation of amendment/schedule-extension/renewal filings, or handling of project termination and liquidation, the FDI team at FLAT Law Firm is ready to assist. Contact our hotline at 0988424851 for case-specific advice.

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References

• Law on Investment 2025, No. 143/2025/QH15 (effective 1 March 2026).
• Decree 96/2026/ND-CP detailing and guiding the implementation of a number of articles of the Law on Investment (effective 31 March 2026).
• Decree 122/2021/ND-CP on administrative sanctions in planning and investment; Decree 288/2026/ND-CP amending and supplementing it (effective 21 July 2026).
• Law on Investment 2020, No. 61/2020/QH14 (expired 1 March 2026) — cited for comparison.