The setup: an investor suspends a project, changes the representative, moves office — and forgets to update the investment registration agency. Twelve months later a revocation decision arrives: the project is deemed terminated because the agency could not contact the investor. The investor panics: can the IRC be saved? The answer depends on which termination ground the agency relied on — some are curable, some are not.
Revocation is the consequence of termination, not a standalone penalty
Article 36 of the Law on Investment 143/2025/QH15 provides that the investment registration agency decides to revoke the IRC when the investment project terminates operation (except partial termination). Revocation therefore follows the project’s termination — it is not an independent sanction. The real battle is over whether the project should have been declared terminated at all.
The agency-terminated cases (Article 36(2))
- Unremedied suspension grounds (Article 35(2)–(3)) the investor cannot fix;
- 24 months past the objective deadline without completing the project’s operational objectives and without an approved schedule adjustment;
- Loss of the location without a location amendment within 6 months;
- 12 months of silence: the project suspended and the agency unreachable to the investor or legal representative for 12 months from suspension;
- Land recovery under the land legislation;
- No escrow or escrow guarantee for projects subject to investment security;
- Sham civil transactions underlying the investment;
- Court judgments or arbitral awards; and
- A dissolved enterprise that neither terminates nor transfers the project.
Remedies: before and after the decision
- Before revocation: cure the suspension ground (e.g., fix the environmental violation); apply to adjust the schedule before the 24-month line; amend the location within 6 months; and above all stay reachable — update addresses and file periodic reports.
- After revocation: complain within 90 days under Article 9 of the Complaints Law 02/2011/QH13, or sue in the administrative court under the Administrative Procedure Law 93/2015/QH13. Keep every notice and receipt as evidence.
- Starting over: a revoked IRC cannot be revived — apply for a new IRC for a new project. The old project must be liquidated by the investor under the asset-liquidation legislation.
Frequently asked questions
1. Does IRC revocation automatically kill the ERC?
No. The company still exists; it must be dissolved separately under the Enterprise Law if the investor wants it gone. But without an IRC the company cannot continue the investment project.
2. Can the revoked IRC be reissued?
No. File a fresh IRC application for a new project; the revoked certificate has no revival procedure.
3. What is the complaint deadline?
Ninety days from receipt of the revocation decision, under Article 9 of the Complaints Law 02/2011/QH13.
4. Can a land-recovery case be saved?
Hardly — land recovery is a mandatory termination ground. The remedy lies in challenging the recovery decision itself, not the IRC revocation.
5. How to avoid the 12-month-silence trap?
Update the registered address whenever it changes, keep a reachable representative, and file the periodic investment reports — silence is what triggers this ground.
This article has been quality-reviewed by the FLAW AI Legal Council