Distinguish from the outset: this article concerns the revocation of the Investment Registration Certificate (IRC) of an investment project — an investment-law matter — not the revocation of a foreign individual’s temporary residence card (an immigration and residence matter). These two types of decisions are issued by different authorities, under different laws, with different complaint routes.
Scenario: A USD 20 million resort FDI project was granted its IRC in 2022. After the 36-month timeline plus 24 additional months, the project site is still vacant land. The Department of Finance issues a decision terminating project operations and simultaneously revoking the IRC. The investor argues the delay was caused by the province’s late site handover. How can the investor complain or sue?
What does IRC revocation actually mean?
Under investment law, “IRC revocation” is a consequence of terminating the investment project’s operations (clause 6, Article 36 of the 2025 Investment Law; point c, clause 2, Article 66 of Decree 96/2026/ND-CP: the termination decision simultaneously revokes the investment policy approval decision/IRC). Therefore, the target of a complaint or lawsuit is the decision terminating project operations (including the IRC revocation content) — an individual administrative decision (Article 2 of the 2011 Complaint Law).
First check upon receiving the decision: in some localities, standalone “IRC revocation” decisions may exist without an accompanying project termination decision. The legality of such standalone decisions remains debatable — this is the first thing to verify when assessing complaint grounds.
Common non-implementation grounds
Typical termination grounds for non-implementation include:
- (a) More than 24 months past the timeline end without completing operational targets and without qualifying for a timeline adjustment (point b, clause 2, Article 36 of the 2025 Investment Law);
- (b) The project suspended operations for 12 months with the investor unreachable by the registration authority (point d, clause 2, Article 36).
Mandatory procedure before the decision: the registration authority must prepare working minutes with the investor (clause 5, Article 66 of Decree 96/2026/ND-CP — applicable to points a, c, and e of clause 2, Article 36); for projects subject to investment policy approval, it must consult the policy-approving authority (clause 3, Article 36). Missing these steps is a procedural violation — a significant complaint ground.
Two routes: complaint or lawsuit
Under clause 1, Article 7 of the 2011 Complaint Law, investors have two routes:
Route 1 — Administrative complaint:
- First-level complaint filed with the decision signer (Director of the Department of Finance or Head of the Management Board). The complaint limitation period is 90 DAYS from receipt of the decision (Article 9 of the 2011 Complaint Law) — missing the deadline means losing the right to complain. Resolution within 30 days; complex cases within 45 days (Article 28).
- Second-level complaint filed with the direct superior of the first-level resolver (Chairman of the Provincial People’s Committee). Limitation period: 30 days (Article 33). Resolution within 45 days; complex cases within 60 days (Article 37).
Route 2 — Administrative lawsuit at the Court under the 2015 Law on Administrative Procedures. The investor may sue immediately or after complaining; there is no requirement to exhaust both complaint levels before suing — at each stage, the investor may choose to complain further or to sue.
Practical complaint grounds
- (a) The project qualified for a timeline adjustment (cases a–g, clause 4, Article 33) but the authority failed to consider it;
- (b) The authority miscalculated the 24-month mark (e.g., counting from the IRC issuance date instead of the timeline end, or failing to exclude excludable delay periods under clause 3, Article 31);
- (c) Procedural violations: no working minutes, no consultation with the policy-approving authority, no opportunity for the investor to explain;
- (d) The decision orders IRC revocation without sufficient grounds for project termination.
Back to the scenario: if the investor proves the late site handover falls under case b, clause 4, Article 33 (state agency’s late land handover), that delay period is excluded from the timeline under clause 3, Article 31 — the 24-month mark must be recalculated, and the termination decision may lose its basis.
Key note: complaints do not suspend enforcement
As a general principle, filing a complaint does not suspend enforcement of the administrative decision — the 2011 Complaint Law provides no implied suspension mechanism. This means the project may not resume until a favorable complaint resolution or court judgment is obtained. To “freeze” the decision’s effect during the dispute, the investor may ask the Court to apply interim emergency measures when filing the administrative lawsuit.
Recommended action roadmap
- Step 1 (upon receiving the decision): check formal legality — is there an accompanying termination decision, were working minutes prepared, is the 24-month mark correctly calculated. Mark the 90-day limitation deadline.
- Step 2: gather evidence on the causes of delay (especially excludable cases under clause 3, Article 31).
- Step 3 (within 90 days): file the first-level complaint with the decision signer.
- Step 4: depending on the first-level outcome — file a second-level complaint or sue at the Court; consider requesting interim emergency measures.
FAQ
Is this article about temporary residence card complaints?
No. This article covers only IRC revocation of investment projects (investment field). Temporary residence card revocation belongs to the residence field under different laws.
Can I still complain after 90 days?
No — missing the 90-day limitation period (Article 9 of the 2011 Complaint Law) means losing the right to complain. This is the single most important deadline to remember.
Must I exhaust both complaint levels before suing?
No. Investors may sue immediately or after any complaint stage; at each stage they may choose to complain further or to sue.
Can the project continue during the complaint?
No — a complaint does not suspend enforcement of the decision. To temporarily “freeze” it, request interim emergency measures from the Court when suing.
Legal sources cited
- 2025 Investment Law: Art. 31.3, Art. 33.4, Art. 36.2(b), Art. 36.2(d), Art. 36.3, Art. 36.6
- Decree 96/2026/ND-CP: Art. 66.2(c), Art. 66.5
- 2011 Complaint Law: Art. 2, Art. 7.1, Art. 9, Art. 28, Art. 33, Art. 37
- 2015 Law on Administrative Procedures
Note: This article is for general reference only and does not constitute legal advice. Administrative disputes over investment are subject to strict limitation periods; investors should consult a lawyer immediately upon receiving the decision.
Transparency note: Content reviewed by the FLAW AI Legal Council; it does not replace advice from a licensed lawyer.
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