After months of preparing a project proposal, an investor receives a written refusal of the Investment Registration Certificate (IRC) on grounds relating to the project location. This is not uncommon in practice: location is one of the most closely scrutinized elements during investment dossier appraisal. The key point is that not every refusal is lawful, and not every refusal notice forces the investor to abandon the project. This article analyzes the current legal framework — the Investment Law 143/2025/QH15 (effective 1/3/2026) and Decree 96/2026/ND-CP — so investors know where they stand and how to respond.
Why location is a common refusal ground: the two-tier conditions
Under clause 3 Article 39 of Decree 96/2026/ND-CP, the investment registration authority issues the IRC within 10 working days from receipt of a valid dossier when the project satisfies the prescribed conditions, including two conditions directly tied to location:
- Tier 1 — Lawful location: the project location must be established on the basis of documents evidencing land use rights — retrievable information from databases, lawful copies of land use right documents, lawful copies of site lease agreements, or other documents establishing the right to use the site for the project (point b clause 3 Article 39).
- Tier 2 — Planning conformity: the project must conform to the planning prescribed in clause 7 Article 32 of Decree 96/2026/ND-CP (point c clause 3 Article 39).
The two tiers are independent: a site with complete paperwork can still be refused for planning non-conformity, and a site inside the right planning zone can be refused if the investor cannot prove the right to use it. Remediation must therefore target the correct tier — fixing the wrong tier will never succeed.
Read the refusal notice carefully: refusals must state reasons in writing
Point g clause 1 Article 6 of Decree 96/2026/ND-CP provides that when refusing to issue or adjust an IRC (or other administrative investment documents), the investment registration authority must notify the investor in writing and state the reasons clearly. A vague refusal that cites no basis or specific reason is procedurally improper. Investors are entitled to request clarification — and this is also the first foothold if a complaint or lawsuit becomes necessary later.
Note: the “reasons must be stated” rule currently exists at decree level; when invoking it, investors should cite Decree 96/2026/ND-CP itself rather than implying a statutory-level rule without basis.
The three statutory refusal grounds
Clause 2 Article 6 of Decree 96/2026/ND-CP lists the cases in which the investment registration authority may suspend dossier processing or refuse to issue or adjust an IRC, by written notice stating reasons:
- Ground 1: the investor fails to amend, supplement or explain the dossier as requested within the notified time limit;
- Ground 2: the proposed project contents or the IRC issuance/adjustment request fails to meet statutory requirements and conditions — location-based refusals (unlawful site or planning non-conformity) fall into this group;
- Ground 3: the dossier is submitted after the deadline when two or more investors have submitted valid dossiers for a project at the same location.
Identifying which group the refusal belongs to determines the entire response strategy: Ground 1 calls for dossier supplementation; Ground 2 calls for fixing the correct condition tier; Ground 3 is about timing, not project quality.
Quick reference: fix the tier that failed
| Refusal reason | Condition tier | Remediation |
|---|---|---|
| Cannot prove the right to use the site (missing documents, invalid lease) | Tier 1 — lawfulness of the site | Complete the paperwork: valid site lease, land use right documents, or other documents establishing the right to use the site |
| Site does not conform to planning | Tier 2 — planning conformity | Consider changing the project site; note that a site change may trigger further procedures (see the roadmap below) |
| Dossier incomplete or explanations not provided as requested | Dossier procedure | Amend, supplement and explain fully within the notified time limit, then re-submit |
File with the right authority: current IRC issuance competence
Under Article 27 of the Investment Law 143/2025/QH15: the Department of Finance issues IRCs for projects outside industrial parks, export processing zones, high-tech parks and economic zones; the Management Board of such parks/zones issues IRCs for projects inside them. Note: after the administrative restructuring, the name “Department of Planning and Investment” no longer applies to current procedures. Filing with the wrong authority is a basic but still common procedural error that returns the dossier and wastes time.
Five-step response roadmap for location-based refusal
Step 1 — Read the refusal notice carefully. Determine which of the three groups the reason falls into, whether the cited legal basis is correct, and whether the notice states reasons as required by point g clause 1 Article 6 of Decree 96/2026/ND-CP.
Step 2 — Review and complete the location dossier at the correct tier. For Tier 1 problems, complete the documents proving the right to use the site; for Tier 2 problems, assess the feasibility of adjusting for planning conformity or prepare a site-change plan.
Step 3 — Re-submit or change the site. With a completed dossier, re-file with the competent investment registration authority. Where the project site is changed for a project already granted investment policy approval, the investor must carry out the procedure for approval of adjusted investment policy under point b clause 3 Article 33 of the Investment Law 143/2025/QH15 (a change of investment location is a mandatory adjustment case).
Step 4 — File a complaint. If the refusal is considered unlawful, the investor may lodge a complaint. Note the 90-day complaint limitation period from receipt of the administrative decision or from learning of the administrative decision or act (Article 9 of the Law on Complaints 02/2011/QH13). Once expired, the complaint will not be accepted.
Step 5 — Initiate an administrative lawsuit. If the complaint fails or the investor prefers the judicial route from the outset, the IRC refusal decision may be sued in court under the Law on Administrative Procedures.
In parallel, investors may use the obstacle-reporting mechanism during investment procedures under clauses 1 and 2 Article 9 of Decree 96/2026/ND-CP — an official channel for requesting state agencies to consider and resolve procedure-related difficulties.
Conclusion
An IRC refusal over location does not mean the project must stop. The key is to read the refusal correctly, identify the failed condition tier, and follow the right roadmap: complete the dossier at the correct tier, re-submit or change the site with adjusted policy approval where required, and where the refusal is unlawful, complain within the 90-day limitation or file an administrative lawsuit. Each step must rest on the current legal instruments — the Investment Law 143/2025/QH15 and Decree 96/2026/ND-CP — not on expired texts such as the 2020 Investment Law or Decree 31/2021/ND-CP.
Legal sources
- Investment Law 143/2025/QH15 (effective 1/3/2026): Article 27 (IRC issuance authority), point b clause 3 Article 33 (policy adjustment upon site change).
- Decree 96/2026/ND-CP (effective 31/3/2026): point g clause 1 and clause 2 Article 6 (refusal and suspension of dossier processing), clauses 1 and 2 Article 9 (obstacle reporting), clause 3 Article 39 (IRC issuance conditions, 10 working days).
- Law on Complaints 02/2011/QH13: Article 9 (90-day complaint limitation).
- Law on Administrative Procedures 2015 (amended 2019).
Has your project been refused an Investment Registration Certificate over its location? Reach us via the Contact page of FLAT Law Firm for an analysis of the refusal notice, a review of your location dossier, and a tailored remediation roadmap for your project.
The legal content of this article is reviewed by FLAT’s AI Legal Council and submitted to the owner for approval; it is not an opinion of a licensed lawyer and does not replace legal advice for specific cases.
For reference only, not legal advice.