Scenario: Mr. John, a Singapore national, is the sole individual investor of an FDI project in Bac Ninh. In 2027, he acquires Vietnamese nationality. What impact does this mid-project nationality change have on the FDI project? This question matters because nationality is the defining criterion for foreign investor status under Vietnamese investment law.
Nationality as the identifying criterion
Clause 19, Article 3 of the 2025 Investment Law defines foreign investors as including individuals holding foreign nationality; clause 20, Article 3 defines domestic investors. In other words, an individual investor’s nationality determines their legal status within the investment law system — and a change of nationality triggers a change in the legal regime applicable to the project.
Three nationality-change scenarios and their consequences
Scenario 1 — Change from country A to country B (still foreign nationality): for example, from Singapore to Australia. The investor remains a foreign investor; the project’s legal status is unchanged. The only task is to amend the IRC to update investor information (nationality, legal documents) under clause 2, Article 33 of the 2025 Investment Law.
Scenario 2 — Acquiring Vietnamese nationality (giving up foreign nationality): the investor is no longer a foreign investor. The project company may shift from the foreign-investor procedure regime (clause 1, Article 20) to the domestic-investor regime (clause 2, Article 20 of the 2025 Investment Law), and is no longer bound by the market access conditions applicable to foreign investors (Article 8). This is procedurally favorable but requires a comprehensive review.
Scenario 3 — Dual nationality (Vietnamese plus foreign): the investor may choose to apply either the domestic or the foreign investor regime (clause 2, Article 16 of Decree 96/2026/ND-CP). However, the procedure for expressing this “choice” is not yet clearly prescribed.
Procedures to complete after a nationality change
- IRC amendment: update investor information on the IRC under clause 2, Article 33 of the 2025 Investment Law; procedures follow Article 56 of Decree 96/2026/ND-CP. Note: the law provides no standalone “nationality change” procedure — all changes are handled through the IRC amendment procedure. No specific deadline for amending the IRC after a nationality change is prescribed; the obligation is inferred from the investor’s general obligations (clause 3, Article 29 and clause 2, Article 33).
- Update member/shareholder information with the business registration office under the 2020 Enterprise Law and Decree 168/2025/ND-CP.
- Renunciation of Vietnamese nationality (where relevant) follows Article 27 of the 2008 Nationality Law — independent of investment procedures but a prerequisite for establishing the new status.
Chain effects and the biggest risk
Chain effect: where the individual remains a foreign investor after the change and holds more than 50% of charter capital, the economic organization they invest in will apply investment procedures as for foreign investors when making new investments (point a, clause 1, Article 20 of the 2025 Investment Law).
The biggest risk — market access conditions: if the project’s business lines fall within the list of sectors with restricted market access for foreign investors (Appendix I of Decree 96/2026/ND-CP) but were previously invested in as a domestic investor, the investor may no longer satisfy the conditions after the nationality change — requiring adjustment of business lines or project objectives. This should be reviewed first, even before the IRC amendment procedure.
FAQ
Does changing from one foreign nationality to another have any effect?
Not on legal status — the investor remains a foreign investor. Only the IRC needs amending to update the nationality and new legal documents.
If the investor acquires Vietnamese nationality, is the project still “foreign-invested”?
The investor is no longer a foreign investor; the project company may shift to the domestic investor regime (clause 2, Article 20) and is no longer subject to foreign investor market access conditions (Article 8).
How are dual nationals (Vietnamese plus foreign) treated?
They may choose to apply either the domestic or the foreign investor regime (clause 2, Article 16 of Decree 96/2026/ND-CP).
Is there a mandatory deadline for amending the IRC after a nationality change?
The law sets no specific deadline; the amendment obligation follows from the investor’s general obligations. In practice, complete it promptly so the IRC information matches reality.
Legal sources cited
- 2025 Investment Law: Art. 3.19, Art. 3.20, Art. 8, Art. 20.1(a), Art. 20.2, Art. 29.3, Art. 33.2
- Decree 96/2026/ND-CP: Art. 16.2, Art. 56, Appendix I
- 2020 Enterprise Law; Decree 168/2025/ND-CP
- 2008 Nationality Law: Art. 27
Note: This article is for general reference only and does not constitute legal advice. A nationality change triggers multiple chain legal consequences; seek professional advice and consult the investment registration authority on a case-by-case basis.
Transparency note: Content reviewed by the FLAW AI Legal Council; it does not replace advice from a licensed lawyer.
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