Short answer: YES, you can split. Dividing or splitting an ongoing investment project into two or more independent projects is a lawful right of the investor under Article 33.1 of the 2025 Investment Law (Law 143/2025/QH15, effective 01/3/2026). The detailed procedure is set out in Article 59 of Decree 96/2026/ND-CP (effective 31/3/2026, replacing Decrees 31/2021, 19/2025 and 239/2025). A typical scenario: an FDI investor wants to carve out its logistics/warehouse segment into a standalone project to raise capital without touching the rest. This article is a procedural playbook: three branches, a filing checklist, plus land and incentive warnings.
1. Two hard conditions (Art. 59.2, Decree 96/2026)
A project split may only proceed when both conditions are met:
- (i) Meeting land-use conditions under land law and business investment conditions (if any). In practice: if the split means subdividing land, the investor must ensure the subdivision complies with the 2024 Land Law and local land-use planning — this is the most common bottleneck;
- (ii) No change to the “investor conditions” recorded in the approval document or certificate before the split. In other words: splitting is an internal restructuring, not a way to sidestep the business investment conditions or market-access conditions the investor already committed to.
2. The procedure is a project adjustment (Art. 59.3) — three branches
Splitting follows the investment project adjustment procedure, with three branches depending on the legal instrument the project currently holds:
- Branch A — Project with investment policy approval: follow the policy-approval adjustment procedure under the authority rules in Articles 52, 53 and 54 of Decree 96/2026 (Ministry of Finance or the investment registration agency, depending on the case);
- Branch B — Project with an investor approval decision: follow Article 55 of Decree 96/2026;
- Branch C — Project with an investment registration certificate: follow the certificate adjustment procedure in Article 56 of Decree 96/2026.
The key step: correctly identify which “legal group” your project belongs to before filing — filing under the wrong branch is a common reason dossiers get returned.
3. Filing checklist: one set plus an electronic copy
The investor files one dossier set plus an electronic copy, including:
- Written request for project adjustment;
- Report on project implementation up to the time of the split;
- The investor decision on the project split;
- Legal documents of the investor;
- Copies of the certificate/decision already issued for the project;
- Explanation of the adjusted contents under points b, c, d, dd, e, g, h of Article 32.1 of Decree 96/2026 (where applicable).
4. Incentives are not lost — and not reset
The most-asked question, with a clear legal answer: under Article 20.6(b) of Decree 96/2026, each post-split project enjoys investment incentives according to the conditions it meets, for the remaining term of the original project. That means: incentives are neither lost nor “reset” from zero — the remaining incentive period carries over from the original project.
5. Distinguish: splitting for yourself is not splitting to transfer to another investor
The biggest legal trap: splitting a project for yourself (Article 59 of Decree 96) is entirely different from splitting to transfer part of it to another investor — the latter is a partial project transfer governed by Article 57 of Decree 96/2026, with its own procedure and incentive consequences. Disguising a transfer as a “split” to avoid transfer procedures is wrong in substance and risks enforcement action.
6. Notes on timelines and financial allocation
Two points the law does not fix with a single figure; the investor should clarify them with the investment registration agency when filing:
- Processing time for split dossiers per project group: the law sets timelines by each referenced article, with no single number for all cases — match the correct procedural branch;
- Allocation of financial obligations (deposits, land rents already paid) between post-split projects: carried out under the investor decision and specialized law;
- The operating term of each post-split project is a matter the investment registration agency considers during adjustment — propose it clearly in the dossier.
FAQs
Does splitting a project lose the original tax incentives?
No. Under Article 20.6(b) of Decree 96/2026, post-split projects continue to enjoy incentives according to the conditions they meet, for the remaining term of the original project — neither lost nor reset.
Can we split a project and transfer part of it to a new partner in one filing?
No. Splitting your own project (Article 59) and transferring part of a project to another investor (Article 57) are two different procedures and must be carried out separately according to their substance.
Does a project split require land subdivision?
If the two post-split projects operate on two separate land parcels, subdivision under the 2024 Land Law is required and land-use conditions must be met (Art. 59.2(i)). This is usually the most time-consuming step.
Legal sources
- 2025 Investment Law (Law 143/2025/QH15, effective 01/3/2026): Art. 33.1 (right to divide, split, merge, transfer investment projects).
- Decree 96/2026/ND-CP (effective 31/3/2026, replacing Decrees 31/2021, 19/2025, 239/2025): Art. 59 (division, split, merger of investment projects); Arts. 52, 53, 54 (authority for policy-approval adjustment); Art. 55 (investor-approval-decision adjustment); Art. 56 (investment registration certificate adjustment); Art. 32.1 (adjustment contents); Art. 20.6(b) (incentives after division/split).
- 2024 Land Law: land-use conditions, land subdivision.
Note: Law 24/2026/QH16 amending the 2025 Investment Law takes effect 01/3/2027 — at the time of writing it is not yet effective, so this article is based on the currently effective 2025 Investment Law.
An FDI enterprise needing to restructure its investment project — splitting one business line into an independent project to raise capital, optimize incentives, or prepare for an M&A deal? Reach us via the Contact page of FLAT Law Firm for advice on investment project adjustment procedures.
The legal content of this article is reviewed by the FLAW 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.