An Investment Registration Certificate (IRC) revocation decision is the harshest blow in the life of an FDI project: the project is terminated, assets must be liquidated and the business plan collapses. Yet many investors who receive such a decision cannot answer three basic questions: which authority may revoke the certificate, on what grounds, and what legal remedies remain open. This article separates the revoking authority, the statutory grounds under current law, and the two protection channels: administrative complaint and administrative litigation.
Legal basis for IRC revocation
The current framework is the Law on Investment No. 143/2025/QH15, effective from 1 March 2026 and replacing Law on Investment No. 61/2020/QH14, together with Decree No. 96/2026/ND-CP issued on 31 March 2026 detailing the issuance, amendment and revocation of investment registration certificates. Under the consistent principle of both instruments, the investment registration authority that issued the IRC — the provincial Department of Finance or the management board of the industrial park, economic zone or high-tech park where the project is located — is also the authority that decides on revocation. Revocation is tied to the cases of project termination: the investor fails to implement the project or lets the schedule slip for a prolonged period without remedy, cannot be contacted, breaches investment conditions, or the project must be terminated under an inspection conclusion.
Revocation procedure and deciding authority
Steps before a revocation decision is issued
- The investment registration authority supervises and inspects project implementation and records the violation or inactivity in an official minute.
- The investor is notified and given a chance to explain and submit evidence of remediation — the golden window to save the project that many enterprises waste.
- If the violation is not remedied within the set period, the authority issues the revocation decision and terminates the project.
- The decision is served on the investor, the original IRC is withdrawn, and project information is updated on the National Investment Information System.
- The investor liquidates the project, settles tax and labour obligations, and disposes of assets as required by law.
Three concepts must not be confused: IRC revocation is the State act ending the certificate’s validity; project termination is the investment-law consequence; and enterprise dissolution is a separate procedure under the Law on Enterprises that does not happen automatically when an IRC is revoked.
Complaining against and suing a revocation decision
Investors have two protection channels. The first is a complaint under the Law on Complaints No. 02/2011/QH13: the first-instance complaint goes to the very authority that issued the revocation, within the 90-day limit in Article 9 counted from receipt of the decision; first-instance settlement takes no more than 30 days, or 45 days for complex cases under Article 28. If dissatisfied, the investor files a second-instance complaint with the immediate superior authority. The second channel is an administrative lawsuit at the provincial People’s Court under the Law on Administrative Procedures No. 93/2015/QH13, with a one-year limitation period under Article 116. As to effect during the complaint: the revocation in principle remains enforceable, so the investor should simultaneously request a suspension of enforcement and stop signing new contracts in the project’s name.
Common mistakes when an IRC is revoked
The most common mistake is letting the 90-day complaint window lapse while negotiating verbally with the handling officer. The second is sending the complaint to the wrong address — to the Ministry of Finance instead of the issuing authority — so the petition is forwarded around and time is lost. The third is failing to preserve remediation evidence such as deposit payment receipts, progress acceptance minutes and submitted explanation letters. Finally, many enterprises keep operating as usual after revocation, conduct that may be fined under Decree No. 122/2021/ND-CP and makes the situation worse.
When a revocation decision arrives, act in this order: read the legal grounds stated in the decision carefully, compare them with the latest supervision minute, gather all of the project’s compliance evidence, and file the complaint within the 90-day limit while preparing a fallback liquidation plan. Having an investment lawyer involved from the very first explanation stage often decides whether the project is saved or terminated for good.
A practitioner’s note on timing and evidence
In revocation cases, outcomes are rarely decided by dramatic arguments; they are decided by calendars and paper trails. The authority’s file will contain supervision minutes, notices served and proof of the investor’s silence or response at each step — and the complaint dossier that mirrors that chronology document by document is the one that gets read seriously. Investors should therefore reconstruct the timeline from the very first inspection minute, mark exactly when each notice was received, and attach the project’s own outgoing letters with proof of sending, because a complaint that says “we were never warned” collapses the moment the authority produces a signed delivery receipt. Equally important is separating the two conversations that often get mixed: negotiating a rescue plan with the local authority is a working-level discussion, while the complaint is a formal legal act with its own addressee and deadline. Running the negotiation does not pause the complaint clock, and experienced investors file the complaint protectively even while talks continue, withdrawing it later if the project is rescued. Finally, remember that a revocation decision usually triggers parallel duties — tax finalisation, labour settlement, customs and land procedures — which proceed on their own tracks regardless of the complaint’s outcome, so the enterprise should assign owners to each track rather than freezing everything while waiting for one decision.
Frequently Asked Questions
Which authority has the power to revoke an FDI project’s IRC?
The investment registration authority that issued the IRC — the provincial Department of Finance or the management board of the industrial park, economic zone or high-tech park — decides on revocation under Law on Investment 143/2025/QH15 and Decree 96/2026/ND-CP. The principle is that the issuing authority is the revoking authority.
On what grounds can an IRC be revoked?
Typical grounds include: the project is not implemented or its schedule slips for a prolonged period without remedy, the investor cannot be contacted, investment conditions are breached, or the project must have its operation terminated under an inspection conclusion of a competent authority.
Where do I complain or sue after revocation, and within what time?
A first-instance complaint goes to the authority that issued the revocation within 90 days under Article 9 of Law on Complaints 02/2011/QH13; alternatively, an administrative lawsuit may be filed at the provincial People’s Court within one year under Article 116 of Law on Administrative Procedures 93/2015/QH13.