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FDI Company Faces a Surprise Investment-Condition Inspection

6 min readFLAT LAW FIRM
Hoàn thiện hồ sơ, biểu mẫu pháp lý chuẩn bị cho đợt kiểm tra điều kiện đầu tư của doanh nghiệp FDI

Case: An FDI Company Faces a Surprise Investment-Condition Inspection — Rights and Response

The situation: On a Monday morning, an FDI company in an industrial park is informed: an inter-agency inspection team will arrive the same day to review "compliance with the project's investment conditions." No prior notice, no time to prepare. The foreign general director is perplexed; the accountant scrambles for files. This is not rare — and how a company behaves in the first 24 hours largely determines the final outcome.

This article systematizes: who may inspect, what they inspect, what rights the company has, and a response checklist to turn a surprise inspection from a risk into a compliance review opportunity.

Contents

1. Who may conduct a surprise inspection of an FDI company?

Under the Law on Investment 143/2025 and Decree 96/2026/ND-CP, investment activity is subject to state supervision and evaluation. Authorities that may inspect an FDI company include:

  • The investment registration agency: the Department of Finance (for projects outside industrial parks) or the industrial/economic zone management board — the most frequent contact point.
  • Specialized inspectorates: finance, land, environment, labor and tax inspectorates within their mandates.
  • Inter-agency inspection teams under provincial People's Committee direction or thematic campaigns.

Note that after the two-tier government reform (from 01/7/2025), the district level is gone and competence is concentrated at the provincial level — companies deal directly with Departments and zone boards.

2. How does a surprise inspection differ from a planned inspection?

  • Surprise inspection: conducted upon signs of violation, reports, or ad-hoc management requirements — without prior notice. Its purpose is to record the actual state at the time of inspection.
  • Planned inspection: part of the approved annual inspection plan, announced in advance.

In either form, the team must comply: a written decision stating grounds, scope and duration; members presenting identification; working within the decision's scope; preparing minutes. Going beyond the decision's scope without grounds is something the company may refuse and complain about.

3. What do inspection teams usually examine?

Experience from actual inspections points to six "fixed" content groups:

  1. Charter-capital contribution progress: fully contributed within 90 days, with bank contribution proof.
  2. Project implementation progress vs the IRC: groundbreaking, construction, machinery installation, operation — how far behind commitment.
  3. Market-access conditions and business lines: any activity outside registered lines or the IRC scope.
  4. Periodic investment reporting duties: quarterly/annual reports to the investment registration agency — many FDI companies forget this duty.
  5. Land financial obligations: land rent and land use fees fully paid.
  6. Environment, labor and fire-safety compliance: environmental licenses, labor contracts, insurance, fire-safety acceptance.

4. Rights of the company during inspection

A surprise inspection does not leave the company entirely passive. The law grants these rights:

  • Require presentation of the inspection decision and members' identification; record the team's details fully.
  • Explain and provide documents — but only within the decision's scope; refuse out-of-scope requests.
  • Require complete minutes, read them before signing, and record dissenting opinions in the minutes.
  • Complain or sue if an administrative sanction decision is unlawful, under the Law on Handling of Administrative Violations, the Law on Complaints and the Law on Administrative Procedures.

The golden rule: cooperate, but with minutes — handover minutes for every document submitted; ask that every oral request be put in writing.

5. Consequences if violations are found

Depending on severity, investment-condition violations may lead to:

  • Administrative sanctions under Decree 122/2021/ND-CP (fines for planning-and-investment violations).
  • Remedial orders: contribute outstanding capital, catch up with schedule, cease out-of-scope activity.
  • Revocation of the Investment Registration Certificate: for projects not implemented or long delayed without legitimate reason and without adjustment/extension procedures — the heaviest sanction, effectively terminating the project.

The key point: delay with legitimate reason and timely IRC adjustment/extension procedures is entirely different from "silent" delay. A timely IRC adjustment file is the best shield.

6. Response checklist for the first 24 hours

  1. Receive the team politely; require the inspection decision and photograph it in full.
  2. Designate a single liaison (chief accountant/legal officer) with interpretation if needed.
  3. Prepare an "emergency" file set: IRC, ERC, capital contribution proof, investment reports, land, environment and labor files.
  4. Prepare handover minutes signed by both sides for every document provided.
  5. Do not sign minutes unread; record reservations if disagreeing with content.
  6. Immediately after the session, consolidate the issues raised and build a remediation plan — do not wait for the sanction decision.

7. Frequently asked questions

Q: Which authority may conduct a surprise inspection of an FDI company's investment conditions?

A: The investment registration agency (Department of Finance or the industrial/economic zone management board), departmental inspectorates, the Government Inspectorate and specialized regulators within their mandates. Inspectors must present the inspection decision and identification as required.

Q: How does a surprise inspection differ from a planned inspection?

A: A surprise inspection is conducted upon signs of violation or management requirements, without prior notice. A planned inspection is announced in advance. Both must follow the procedures, order and scope stated in the issued decision.

Q: What rights does the company have during a surprise inspection?

A: To require inspectors to present the inspection decision, to explain and provide documents, to refuse content beyond the decision's scope, to require complete minutes and sign for confirmation, and to complain or sue if a handling decision is unlawful.

Q: What do inspectors usually examine at an FDI company?

A: Charter-capital contribution progress, project implementation progress against the IRC, compliance with market-access conditions and registered business lines, periodic investment reporting duties, land financial obligations, and environmental and labor compliance.

Q: Can the license be revoked for missing the IRC project timeline?

A: Possibly. A project that is not implemented or is long delayed against the IRC-committed schedule without legitimate reason and without adjustment/extension procedures may face administrative penalties and revocation of the Investment Registration Certificate.

Q: How should a company prepare for a surprise inspection?

A: Keep project legal files (IRC, ERC), capital contribution documents, progress and periodic investment reports, land, environment and labor files readily organized; designate a single liaison for the inspection team; record handover minutes for every document provided.

8. When to work with a lawyer

Call a lawyer immediately when: the team demands out-of-scope content; the minutes record content the company disagrees with; a sanction decision is received that appears unlawful; or the project faces potential IRC revocation. In all cases, never hastily sign any document whose legal consequences are unclear — contact hotline 0988424851 for timely support.

References

  • Law on Investment 143/2025/QH15 (effective 01/3/2026).
  • Decree 96/2026/ND-CP guiding the Law on Investment.
  • Law on Handling of Administrative Violations 2012 (amended 2020).
  • Decree 122/2021/ND-CP on administrative sanctions in planning and investment.
  • Content cross-checked at time of writing (28/9/2026).

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