FLAT LAW FIRM
Request a consultation

Foreign Investment

FDI Company Relocating to Another Province: Procedures

6 min readFLAT LAW FIRM
Bản đồ Việt Nam cách điệu màu xanh navy với hai ghim đánh dấu và mũi tên cong thể hiện việc di chuyển trụ sở giữa hai tỉnh.

Scenario: An FDI Company Wants to Relocate to Another Province

The scenario

Company X LLC (100% Singaporean capital) has its head office and factory in Province A. To expand production and benefit from Province B's incentive policies, it decides to move its head office and project location entirely to Province B (see the checklist for changing an investment project location in Vietnam). Management asks: what procedures are needed, in what order, and what traps should be avoided?

This is a classic scenario: an FDI company change province Vietnam case — an inter-provincial relocation is not merely changing an address on the business licence — it triggers investment project amendment, inter-provincial tax finalisation, e-invoicing updates and labour issues. The wrong sequence can leave the enterprise "stuck" between two provinces: the old one won't release it, the new one won't receive it.

Contents

Step 1 — Internal decision and investment project (IRC) amendment

Owner's decision. Relocation is a decision within the authority of the company owner (single-member LLC) or the members' council/shareholders' meeting. This decision is a mandatory input for every subsequent procedure.

IRC amendment. The project location is a content of the Investment Registration Certificate. In an FDI company change province Vietnam case, moving to another province requires the investment project amendment procedure (IRC amendment) under investment legislation (Investment Law 143/2025/QH15, effective 01/3/2026) — see how to amend an IRC in Vietnam. Key notes:

  • The authority competent to issue the amendment follows the delegation in the guiding instrument (Decree 96/2026/ND-CP).
  • If the project enjoys location-based investment incentives, relocation may affect incentive eligibility — review before deciding.
  • Do not register the enterprise address change before the IRC is amended: the two documents would show inconsistent locations.

Step 2 — Tax finalisation in the old province

Before transferring tax administration, the enterprise must settle its tax obligations in Province A: file returns up to the relocation date, pay all outstanding tax, and process unused invoices, under the Law on Tax Administration 38/2019/QH14 and tax authority guidance. Practical notes:

  • Engage the Tax Department of Province A 1–2 months in advance; do not return to finalise after having moved — pending files get frozen.
  • Obtain full minutes/confirmations of tax obligation completion — important supporting evidence for the tax authority of Province B to receive the file; without it, the dossier may be returned for supplementation and delayed.

Step 3 — Registering the head office address change

After the amended IRC and tax finalisation, the enterprise files for registration of changes to enterprise registration (head office address change) with the business registration authority of Province B, under Article 31 of the Enterprise Law 59/2020/QH14 (notification within 10 days of the change). The dossier includes: change notice, owner's decision, amended charter (if any).

Step 4 — E-invoicing and sub-licences

E-invoicing: update the e-invoice usage registration with the tax authority under Decree 254/2026/ND-CP. Exercise caution when issuing invoices while the registration update is incomplete — invoices bearing the wrong address may be deemed invalid; follow the tax authority's guidance.

Sub-licences: review licences tied to the old location (environmental licence, fire safety, work permits stating the workplace) and amend/reissue them under sectoral regulations.

Step 5 — Labour: the most sensitive issue

The workplace is a mandatory content of the labour contract (Article 21, Labour Code 2019). An inter-provincial move changes the workplace, so:

  • The company must agree with each employee on the relocation; offer support packages (relocation allowance, housing) to retain key personnel.
  • For employees refusing to move: the parties may mutually terminate; unilateral termination must follow the grounds and notice periods in Article 34 and related provisions of the Labour Code 2019, with full severance/redundancy entitlements and social insurance book closure.
  • Foreign workers: work permits state the workplace — amend for the new location.
  1. Internal decision → 2. IRC amendment → 3. Tax finalisation in the old province → 4. Address change registration in the new province → 5. E-invoicing + sub-licences → 6. Labour handling (start early, in parallel).

Common traps

  • Reversed order: changing the enterprise address before amending the IRC → inconsistent documents, banks refusing transactions.
  • Forgotten incentives: leaving an incentive zone without review → losing enjoyed CIT incentives.
  • Invoice "gap": issuing invoices during transition → invalid invoice risk.
  • Labour: forcing relocation without agreement → mass labour disputes.

FAQ

1. Does relocating to another province require amending the IRC? Yes, if the investment project location changes — under Investment Law 143/2025/QH15.

2. Must tax obligations be finalised in the old province first? Yes — settle tax obligations and complete the tax authority transfer under the Law on Tax Administration 38/2019/QH14 before registering the new address.

3. How to handle employees who refuse to relocate? Workplace changes require agreement (Art. 21, Labour Code 2019). Without agreement, terminate under Art. 34 with full entitlements.

4. How are e-invoices handled when changing province? Update e-invoice usage registration (Decree 254/2026/ND-CP); be cautious when issuing invoices while the transition is incomplete and follow the tax authority's guidance.

5. Must the company seal be remade? Not mandatory. Since Enterprise Law 2020, enterprises decide on their own seals.

When to work with a lawyer

An FDI company change province Vietnam move is a multi-track legal project (investment – corporate – tax – labour). Work with a lawyer when: assessing the impact on investment incentives tied to the old location; amending an IRC for a complex structure (see our legal due diligence for M&A transactions in Vietnam checklist for the pre-commitment assessment approach); or handling employees who refuse to relocate. See foreign investment in Vietnam — hotline 0988424851.

  • Investment Law 143/2025/QH15 (effective 01/3/2026) — project amendment; Decree 96/2026/ND-CP guiding.
  • Enterprise Law 59/2020/QH14, Art. 31 — registration of enterprise registration changes.
  • Law on Tax Administration 38/2019/QH14 — inter-provincial tax finalisation.
  • Decree 254/2026/ND-CP — e-invoicing.
  • Labour Code 2019 (45/2019/QH14), Arts. 21, 34 — contract contents and termination.

Verification notes

The IRC amendment sequence for location change is stated at framework level under Investment Law 143/2025; authority and dossier details follow Decree 96/2026/ND-CP — check the full text per file. Inter-provincial tax finalisation may differ between tax departments per guidance at the time.