An FDI company with both its head office and factory inside an industrial zone (IZ) wants to move its administrative office out of the IZ to be closer to customers, while the factory stays. The chief accountant worries: does moving the headquarters require amending the IRC? Will the company lose tax incentives for “leaving the IZ”?
1. Two scenarios — the key distinction
Scenario A — headquarters moves, the project stays in the old IZ (administrative office moves out, factory remains in the IZ): procedures are (i) tax finalization and (ii) registering the headquarters address change with the business registration authority (Decree 168/2025/ND-CP). The IRC is unchanged because the project implementation location is unchanged. Incentives attached to the project/implementation location → unaffected.
Scenario B — both the headquarters and the project implementation location move out of the IZ: this is simultaneously a “change of investment location” → the project-relocation analysis applies: IRC amendment under Article 56.2 of Decree 96/2026/ND-CP, or adjusted investment policy approval if the project is subject to it (Article 33.3.b, Investment Law 143/2025).
2. Headquarters relocation procedure (Scenario A)
Moving the headquarters to another province/city: complete tax finalization first with the tax authority of the departure locality under Circular 90/2026/TT-BTC (form 08-MST), obtain the Notice of relocation, then register the change with the business registration authority of the new headquarters locality (Decree 168/2025).
3. Are incentives lost — a three-layer answer
Layer 1 — CIT incentives attached to the business line (supporting industries, high technology — Articles 18–19, Decree 320/2025): moving the headquarters does not change the business line → incentives continue, under the principle “changing the certificate without changing incentive conditions → keep the remaining incentive period”.
Layer 2 — locality-attached incentives: an IZ is an investment incentive locality (Article 15.2.b, Investment Law 143/2025) but not a CIT incentive locality (Article 12.3, CIT Law 67/2025/QH15). If an incentive attaches to the locality and the new location is no longer in an incentive locality → no incentives for any year in which conditions are not met (Decree 320/2025).
Layer 3 — non-tax incentives (land rental exemption or reduction inside the IZ; preferential rents from the IZ infrastructure developer): moving out of the IZ → loss of incentives tied to the in-zone lease contract — but these are contractual arrangements, not statutory incentives.
4. Unclear point — confirm with the competent authority
Whether changing the headquarters address (without changing the project implementation location) requires amending the IRC — Article 56.1.a of Decree 96/2026 only covers “change of the investor’s name”. In practice: if the IRC states the implementation location identical to the old headquarters address, it should be amended for consistency. There is no specific guidance on this point; confirm with the investment registration authority.
Conclusion
Moving an FDI headquarters out of an IZ is not the same as relocating the project: if the factory stays in the IZ, only tax finalization and headquarters change registration are needed, the IRC stays intact and project-attached incentives are unaffected. IRC amendment procedures and locality-attached incentive questions arise only when the project implementation location also moves. And remember: an IZ is not a CIT incentive locality, so “leaving the IZ” alone does not end CIT incentives.
Is your FDI company planning to move its headquarters out of an industrial zone and in need of a review of tax finalization, change registration and incentive impacts? Contact FLAT Law Firm via the Contact page.
For reference only, not legal advice.
The legal content of this article is reviewed by FLAT’s AI Legal Council and submitted to the owner for approval; it is not an opinion of a licensed lawyer and does not replace legal advice for specific cases.
