Changing location is one of the most complex FDI project amendments: it is not merely changing an address on a license, but reassessing all project implementation conditions at the new site — land-use planning, industrial park infrastructure, environmental impact assessment, fire prevention and fighting, and in many cases the jurisdiction of a different investment registration authority. Companies often underestimate the workload: they sign the new factory lease first and only then start procedures, ending up stuck between two locations — the old site already returned, the new site not yet approved.
Quick summary
| Topic | Procedures for changing an FDI project site: assessing the new site, amending the IRC and related follow-on licenses |
|---|---|
| Who this is for | FDI companies relocating factories or expanding to a new site; investors subleasing land in an industrial park in another province |
| Key checkpoints | New site’s planning compatibility; competent investment registration authority (same or different jurisdiction); new site lease contract; sub-licenses to be redone |
| Desired outcome | The IRC amended to the new site before the old site is terminated, with no interruption to production and business |
Core legal issue: changing location is more than changing an address
Location is a constituent element of the investment project. The project implementation location is recorded on the IRC and is the basis for assessing planning compatibility and land and environmental conditions. Changing location is therefore a case requiring investment project amendment under Article 33 of the Law on Investment 143/2025/QH15 — merely registering a head office address change on the ERC is not enough.
The new location must be reassessed from scratch. The investment registration authority reviews: the new location’s compatibility with land-use and sector planning; infrastructure conditions (industrial park, industrial cluster or outside zones); the project’s environmental obligations at the new site (whether a new environmental impact assessment report or environmental license is required); and the new factory’s fire prevention conditions. A location “attractive on rent” that fails these conditions will not be approved.
Moving to another province may change the managing authority. When the new location falls under a different investment registration authority (another province/city, or from outside into an industrial park), the amendment file is more complex: it involves coordination between the old and new authorities, handover of project management files, and synchronized updating of the directly managing tax authority.
The “new site first, old site later” sequence. The safe principle: complete the IRC amendment to the new location (and necessary sub-licenses) before terminating the lease/ending operations at the old location. Doing the reverse — returning the old premises before the new location is approved — leaves the company with no lawful project implementation site.
Legal basis and verification sources
- Law on Investment 143/2025/QH15 (effective 01/03/2026), Article 33: investment project amendments (location changes)
- Decree 96/2026/ND-CP (effective 31/03/2026): guiding the Law on Investment 143/2025/QH15 — amendment dossiers and procedures (Articles 51, 56)
- Law on Land 2024 and guiding documents: land use conditions, land leasing for projects
- Law on Environmental Protection 2020 (72/2020/QH14): environmental impact assessment and environmental licenses by location/scale
- Law on Enterprises 2020 and Decree 168/2025/ND-CP: head office address change registration (ERC)
- Decree 122/2021/ND-CP: administrative penalties in planning and investment
Verification sources: the local planning portal of the new location; the National Investment Information System for filing the amendment.
Project location change procedure
Step 1 — Survey and preliminary assessment of the new location. Check land-use planning and zoning plans; verify the legal status of the factory/land (owner, lease term, whether the land-use purpose suits the project); assess technical infrastructure and environmental and fire-prevention conditions. Sign only an MOU at this step, not a formal lease with a large deposit.
Step 2 — Determine the competent authority and dossier list. Determine which investment registration authority has jurisdiction over the new location; discuss in advance the amendment dossier composition for the specific case (same or different jurisdiction, inside or outside an industrial park).
Step 3 — Prepare the amendment dossier. The written request for investment project amendment; the project implementation report; the investor’s decision on the location change; documents on the new location (lease agreement/MOU for the site, evidence of the lessor’s right to use the site); environmental and fire-prevention assessment documents if required.
Step 4 — File and follow up. File with the investment registration authority; coordinate dossier supplements when the authority seeks specialized comments (natural resources and environment, construction, planning). In parallel, sign the new site lease with clauses tied to the approval timeline (allowing termination/postponement if the IRC amendment is not granted).
Step 5 — Receive the amended IRC and complete follow-on procedures. Check the amended IRC contents; register the head office address change on the ERC (if the head office moves along); transfer to the directly managing tax authority (if a different jurisdiction); redo/update the environmental license, fire prevention appraisal and other location-tied sub-licenses; update e-invoice registration if information changes.
Step 6 — Close the old location. Liquidate the old lease and hand over the old premises only after the new location is fully lawful and operating stably; perform site restoration obligations (if the old lease so provides).
Common risks
Risk 1 — Signing a long-term lease before approval. Paying a large deposit and signing a 5–10 year lease before filing for amendment; the location is not approved, costs are lost and the lease termination must be negotiated.
Risk 2 — New location incompatible with planning. The factory is available for lease but the land-use purpose or zoning plan does not permit the project’s production type; the amendment file is rejected.
Risk 3 — Missing location-tied sub-licenses. Amending only the IRC while forgetting to reassess environment and fire prevention at the new site; operations suspended when specialized authorities inspect.
Risk 4 — Returning the old location too early. Terminating the old lease before the IRC amendment is complete; the company is left with no lawful project implementation site, interrupting production.
Risk 5 — Not transferring the managing tax authority. Moving to a different jurisdiction without completing the transfer of the directly managing tax authority; tax declaration, payment and e-invoicing get stuck.
Risk 6 — Lessor lacking legal standing. The factory/land lessor has no right to sublease, or the land-use purpose does not permit leasing for an investment project; the lease risks being void.
Competent authorities and filing bodies
Location amendment files are submitted to the investment registration authority competent for the new location: the Industrial Park/Economic Zone Management Authority (new location inside a zone) or the Department of Finance (new location outside zones). Where the managing jurisdiction changes, the old and new authorities coordinate during processing; the company must follow up so the file is not left “hanging” between the two authorities.
Specialized comments (planning, land, environment, construction, fire prevention) are coordinated by the investment registration authority during processing; the company should proactively prepare technical documents to shorten the commenting time.
When to contact a lawyer
Engage a lawyer from the site survey stage when: (1) the new location shows complex planning, land or environmental signs — a legal due diligence of the site is needed before signing the lease; (2) the managing jurisdiction changes (another province/city) — files must be coordinated between the two investment registration authorities and the tax authority transferred; (3) the new site lease is high-value — its clauses need review for approval-timeline protections for the company.
How FLAT LAW FIRM helps
FLAT LAW FIRM supports full-package FDI project relocation: legal due diligence of the new location (planning, land, lessor standing), review and negotiation of factory/land leases, IRC amendment dossier preparation, working with the investment registration authority and specialized authorities, plus follow-on procedures (ERC change, tax authority transfer, environmental and fire prevention licenses). We work in Vietnamese, English and Chinese.
See also: Amending an Investment Registration Certificate | Post-licensing compliance for FDI companies | Amending an Investment Registration Certificate
Talk to FLAT LAW FIRM
If your company is considering relocating an investment project, FLAT LAW FIRM can assist with new-site due diligence and full-package amendment procedures. Please contact us for advice.
FAQ
Does changing a project location mandatorily require an IRC amendment?
Yes. The project implementation location is a constituent element of the investment project; a location change is a case requiring investment project amendment under Article 33 of the Law on Investment 143/2025/QH15. Changing only the ERC address without amending the IRC is not enough.
Should the new site lease be signed before filing for amendment?
Only an MOU should be signed at the survey stage. The formal lease should contain clauses tied to the IRC amendment approval timeline (allowing postponement/termination if approval is not granted), avoiding cost losses when the location is ineligible.
Is moving to another province more complex?
Yes. When the new location falls under a different investment registration authority, the file requires coordination between the old and new authorities, plus transfer of the directly managing tax authority. Actual processing time is usually longer than a same-jurisdiction move.
Does a location change require redoing the environmental assessment?
It depends on the project’s scale and type at the new location under the Law on Environmental Protection 2020. In many cases a new environmental impact assessment report must be prepared or a new environmental license applied for at the new site — assess this from the survey stage.
When may the old site lease be terminated?
After the IRC has been amended to the new location and necessary sub-licenses completed, with the new site operating stably. Early termination creates a legal gap where the company has no valid project implementation site.
Is a new location inside an industrial park easier than outside?
Usually more favorable on infrastructure, planning and the park Management Authority’s one-stop mechanism, but the full IRC amendment procedure must still be completed and the project’s environmental and fire prevention conditions at the new site met.
