Scenario: a Japanese investor’s project proposal states the objective as “manufacturing, trading and related services for industrial products.” The case officer returns the file, asking for a precise statement of products, capacity and market. The proposal also declares USD 2 million in investment capital, but the financial-capacity documents only evidence USD 500,000. Three classic drafting mistakes in one document.
The legal checklist: what a proposal must contain
Point d, clause 1, Article 32 of Decree No. 96/2026/ND-CP (31 March 2026) defines the mandatory contents of an investment project proposal: the investor (or the form of investor selection); investment objectives; investment scale; investment capital and the capital mobilization plan; location; term; implementation schedule; information on current land, forest and sea-area use at the site (if any) and proposed land/forest/sea-area use requirements (if any); labor requirements; proposed investment incentives; the project’s socio-economic impact and effectiveness; a preliminary environmental impact assessment (if any) under environmental law; and any special mechanisms or policies (if any). One important substitution: where construction law requires a pre-feasibility study report, the investor may file that report in place of the project proposal.
Writing objectives: how specific is specific enough?
Objectives must state the business lines (checked against prohibited sectors and foreign-investor market-access conditions), the concrete products or services, the capacity or operating scale, and the target market (domestic, export, or both). Vague formulas such as “multi-sector manufacturing and trading” give the authority nothing to assess. Objectives matter beyond licensing: they are recorded on the Investment Registration Certificate and become the baseline for post-licensing supervision — operating outside the registered objectives can attract administrative sanctions. A practical test: if a stranger cannot tell from the objectives paragraph what the factory will actually make and sell, rewrite it.
Capital scale and the mobilization plan
Distinguish total investment capital (all funds deployed for the project) from charter capital or contributed equity. The mobilization plan must break capital into own funds, loans and other mobilized sources — and the figures must reconcile with the financial-capacity documents under point c, clause 1, Article 32 (two years of financial statements, the parent company’s financial support commitment, and the like). Two opposite traps: registering capital far above demonstrable capacity invites questioning; registering capital far below the project’s scale raises feasibility doubts. Both slow the file down.
The implementation schedule: write it real, not pretty
Milestones should cover capital contribution, completion of land and construction procedures, equipment installation, trial operation and official operation. The schedule is a recorded commitment and the baseline for monitoring and for handling delays under investment law. An unrealistic schedule — a USD 10 million project completed in three months — will be challenged at the appraisal stage itself. Experienced drafters build in buffers for licensing sub-steps they cannot control, such as fire-safety design approval and environmental licensing.
Consistency across the whole dossier
Objectives, scale, capital, location, term, schedule and labor figures must be identical across the written project request, the project proposal, the technology explanation, the financial documents and the site lease. Mismatched figures are the single most common reason dossiers are returned. Before filing, one person should read the full set end-to-end with a single checklist of figures — a thirty-minute exercise that saves weeks of supplementation rounds.
Frequently asked questions
Should investment capital be stated in USD or VND?
State both. Charter capital at enterprise registration is recorded in VND; convert at the exchange rate applied when preparing the proposal and disclose that rate. Keep one conversion rate consistently across all dossier documents to avoid arithmetic mismatches.
Can we propose investment incentives inside the project proposal?
Yes — “proposed investment incentives” is expressly one of the proposal’s contents under point d. But actual entitlement still depends on appraisal of the incentive conditions, and only incentives confirmed on the Investment Registration Certificate have legal effect. Do not promise investors incentives the project may not qualify for.
For an office-based trading project with no land use, what goes in the “land-use requirement” section?
State clearly: “the project does not request the State to allocate or lease land or to permit land-use-purpose conversion.” A site-identification document is still required under point dd (e.g., the office lease) — “no land use” does not mean “no site document.”
Can the schedule be adjusted after the IRC is issued?
Yes, through the IRC amendment procedure. But unjustified delays against the committed schedule can trigger consequences under investment law on project supervision and evaluation. If delays loom, amend early with documented reasons rather than letting the file go stale.
