Moving an FDI company’s head office is not one procedure but a fork in the road: moving within the same province/city is simple — mainly enterprise registration change and updating the address on documents; moving to another province/city becomes a small project: tax finalization at the old location, transferring tax and social insurance management authorities, changing business registration at the destination, and usually amending the Investment Registration Certificate if the project location changes too. The biggest damage is not the fees — it is unfinished tax closure: the company has moved but tax obligations remain “hanging” in the old province, invoices issued with the wrong address, and bank accounts and sub-licenses not updated.
This article goes straight to the practical sequence for each scenario, a dossier checklist per authority, and the points in-house legal teams usually miss. Contents are general reference; each case must be checked against the instruments in force at the time of implementation.
Quick summary
| Topic | Changing an FDI company’s head office: same-province vs inter-provincial moves, tax closure, IRC amendment |
|---|---|
| Key point | Inter-provincial moves require closing tax obligations at the old location before registering at the destination; the new head office must meet legal location conditions |
| Authorities involved | Business registration authority (Department of Finance), tax authorities at old/new locations, social insurance agency, investment registration authority (IRC amendment) |
| Biggest risk | Tax debts hanging in the old province, wrong-address invoices, forgetting the IRC amendment when the project location changes too |
Two scenarios, two complexity levels
| Scenario | Moving within the same province/city | Moving to another province/city |
|---|---|---|
| Enterprise registration | Notify the registration content change at the current business registration authority | Register at the business registration authority of the new head office location |
| Tax | Update the address with the managing tax authority | Close tax obligations at the old location (declare, pay in full, obtain completion confirmation), then register with the tax authority at the destination |
| Social insurance | Update the unit address | Close at the old location’s social insurance agency, register anew at the destination |
| IRC | Review if the project location changes | Usually must amend the project location on the IRC |
The rule to remember: unfinished at the old location means unfinished business. All obligations in the old locality must be closed with written confirmation, not just “returns filed”.
The procedure chain for inter-provincial moves
- Prepare the new head office: legal due diligence on the location (planning, the lessor’s right to lease, no residential apartments as head office); negotiate business-registration-permitting clauses in the lease.
- Close tax at the old location: declare and pay all taxes up to the move date; finalize invoices and reports; request the tax authority’s confirmation of tax obligation completion. This is the step that stalls most often — start early, in parallel with new premises negotiations.
- Change enterprise registration: file the head office address change dossier at the business registration authority of the destination under Decree 168/2025/ND-CP.
- Transfer managing authorities: complete procedures with the destination tax authority; close and newly register with the social insurance agencies of both localities.
- Review and amend the IRC: if the new head office is also the project implementation location, carry out the Investment Registration Certificate amendment procedure; update location-linked sub-licenses; hang the signboard at the new head office.
See also the general rules on changing a company’s head office address to compare with domestic companies.
What the new head office must meet
The new head office must meet all requirements as at establishment: a real, identifiable location, a valid lease/loan agreement with a party having the right to lease, land-use planning compliance, and no residential apartments. For FDI companies, if the head office is tied to factories or warehouses, project location conditions also apply — check before signing a long-term lease, because discovering a planning issue after signing means losing the deposit and time.
What must be updated in sync
- E-invoices: update the address on invoices; invoices issued during the transition must use the address consistently per the new registration to avoid trouble in finalization and VAT refunds.
- Digital signatures, bank accounts: update address information; some banks require the new enterprise registration certificate before updating.
- Ongoing contracts: notify partners in writing of the new address; review “notice” clauses in major contracts.
- Sub-licenses: fire protection, environment, public order and other location-linked licenses must be reviewed, re-issued or updated to the new address.
Legal basis
- Law on Investment 2025;
- Law 76/2025/QH15 amending the Law on Enterprises;
- Decree 168/2025/ND-CP on enterprise registration;
- Decree 29/2025/ND-CP on the functions and tasks of the Ministry of Finance;
- The 2025 resolution on provincial-level administrative unit rearrangement and Resolution 203/2025/QH15 (administrative units).
After the administrative unit rearrangement and apparatus reorganization, the names and competence of some authorities have changed; when filing, confirm the competent authority at the time of implementation.
The three costliest risks
1. Tax obligations hanging in the old province. The company moves without confirmation of tax obligation completion; years later it faces tax enforcement while operating stably in the new province. Fix: tax closure must have written confirmation, with complete files kept.
2. Wrong-address invoices during transition. Issuing invoices with the old address after the registration change (or vice versa) — trouble in finalization and VAT refunds. Fix: set a unified “switch date” for all systems and notify accountants and partners.
3. Forgetting the IRC amendment. Only changing enterprise registration while skipping the IRC when the project location changes too — the project’s legal file is inconsistent, affecting later procedures (extension, adding business lines, investment reporting).
FAQ
What is needed for a same-province head office change?
Notify the enterprise registration content change, update the address on e-invoices, digital signatures and bank accounts, and notify the tax authority and partners. No tax closure like inter-provincial moves.
Is tax closure mandatory for inter-provincial moves?
Yes. Taxes must be declared and paid in full up to the move date, with confirmation of tax obligation completion at the old location’s tax authority before registering at the destination.
Must the IRC be amended when changing head office?
If the head office is also the project implementation location on the IRC, it must be amended; if it is only an independent executive office, usually only the enterprise registration change is needed. See the investment project amendment dossier checklist.
What to watch in the new head office lease?
The lessor must have the lawful right to lease, the address must suit planning, not be a residential apartment, and the lease term must be long enough to avoid repeated moves.
Does a head office change affect sub-licenses?
It can, for location-linked licenses (fire protection, environment, public order). Review and re-issue or update them to the new location before operating.
When should a lawyer be involved?
For inter-provincial moves, large lease values, or when the company has disputes/tax debts in the old locality — a seamless sequence of tax closure, registration change and authority transfer must be designed so operations are uninterrupted.
