A split arises when one original project bundles two business lines that have matured at different speeds: one line needs a strategic partner, while the other should keep a cautious rollout pace. Investors often mistake a split for an ordinary amendment, yet in substance a split turns one project into two independent projects, and each resulting project must stand on its own in terms of objectives, scale, location, capital and schedule. Without a clean separation at the outset, both lines keep sharing one Investment Registration Certificate (IRC), one capital account and one reporting duty, so every later transaction requires an explanation of which project it belongs to.
Legal basis
The legal framework directly governing this matter comprises Investment Law No. 143/2025/QH15, effective from 1 March 2026 and replacing Investment Law No. 61/2020/QH14, together with Decree No. 96/2026/ND-CP dated 31 March 2026 detailing the new law on issuance and amendment of the Investment Registration Certificate. At the enterprise layer, Enterprise Law No. 59/2020/QH14, as amended by Law No. 76/2025/QH15, and Decree No. 168/2025/ND-CP on enterprise registration are parallel grounds to cross-check. Readers should not reapply guidance written under the 2020 Investment Law and Decree No. 31/2021/ND-CP, which have expired in the corresponding parts.
Analysis and step-by-step procedure
When applying the rules to splitting an investment project new IRC, the first thing to clarify is the boundary between work belonging to splitting an investment project new IRC and work belonging to neighbouring procedures, because dossiers on splitting an investment project new IRC usually stall not at appraisal but where the company misclassifies the procedure type for splitting an investment project new IRC. A good dossier for splitting an investment project new IRC always tells one consistent story from the first page to the last: why splitting an investment project new IRC arose, what change or event splitting an investment project new IRC concerns, which documents prove splitting an investment project new IRC, and what outcome the investor asks the investment registration authority to record about splitting an investment project new IRC. In receiving practice, the officer handling splitting an investment project new IRC reads the file by cross-checking, placing the request on splitting an investment project new IRC beside the current IRC and the evidence on splitting an investment project new IRC beside the internal records the company must later produce at any post-inspection of splitting an investment project new IRC. The hidden cost of splitting an investment project new IRC rarely sits in fees; it sits in supplementation rounds for splitting an investment project new IRC, where each round on splitting an investment project new IRC adds waiting time, re-translation time for documents tied to splitting an investment project new IRC and the risk of data drift among papers already filed for splitting an investment project new IRC. Experienced companies prepare a dedicated checklist for splitting an investment project new IRC, in which every document of splitting an investment project new IRC is tagged with its origin, issue date, legalisation status if it is a foreign document serving splitting an investment project new IRC, and the person responsible for updating it when splitting an investment project new IRC changes. The governance angle matters as much as the legal angle in handling splitting an investment project new IRC: the decision on splitting an investment project new IRC should be recorded at the competent level inside the company, so successors later understand why splitting an investment project new IRC was handled in the chosen way rather than through another option for splitting an investment project new IRC. Where splitting an investment project new IRC involves an outside partner, every oral understanding about splitting an investment project new IRC should become a written document before the splitting an investment project new IRC dossier is filed, because the investment registration authority records only contents about splitting an investment project new IRC appearing in official documents, not private exchanges about splitting an investment project new IRC. Timing is also a variable to compute for splitting an investment project new IRC: filing the splitting an investment project new IRC dossier before internal data on splitting an investment project new IRC is locked creates follow-on corrections, while waiting one beat to lock the splitting an investment project new IRC data usually shortens the total timeline of the whole splitting an investment project new IRC process. Once splitting an investment project new IRC is complete the work is not over: the outcome of splitting an investment project new IRC must flow into the next project report, into the archived file for splitting an investment project new IRC and into the periodic compliance task list, so that splitting an investment project new IRC does not become a fresh gap at the next review. Investors should keep an internal summary of splitting an investment project new IRC with three parts: what changed through splitting an investment project new IRC, which documents evidence splitting an investment project new IRC, and which duties attached to splitting an investment project new IRC remain open; this summary of splitting an investment project new IRC proves especially useful during due diligence or a project management handover.
- Map the division: list every asset, contract, land area, production line and capital amount assigned to each post-split project, with supporting evidence.
- Agree the allocation of investment capital, contributed capital and pending obligations in a signed instrument approved by the competent persons.
- Prepare the dossier for the spun-off project as a new project built on the allocated contents, and in parallel prepare the amendment dossier for the original project covering only what remains.
- File both linked dossiers with the investment registration authority that issued the original IRC, explaining their relationship in the covering letter.
- Once the new IRC and the amended IRC are issued, separate the capital accounts, accounting records and reporting calendars of the two projects.
Common errors and practical notes
The costliest mistake is dividing assets on paper while still operating jointly in practice: shared warehouses, shared staff without cost allocation and shared collection accounts. When tax or investment authorities reconcile the records, unseparated revenue is attributed back to the original project. A second mistake is overlooking incentives: incentives attached to the original project do not automatically double for the spun-off project, and each project must be assessed on its own conditions at the time of the split.
Concrete closing action: reconcile the project’s current contents against the analysis above, prepare the dossier in the exact sequence set out for the topic of splitting an investment project new IRC, and file only when every document agrees with the others. If the project’s situation involves a dispute or an authority reminder, obtain advice from an investment lawyer before filing any document.
Frequently Asked Questions
Can a project be split into two independent projects with a new IRC issued?
Yes, provided each resulting project independently satisfies the conditions for an IRC in objectives, capital, location and schedule. In substance this means a new IRC for the spun-off part plus an amendment of the original IRC, not a mere annotation on the old certificate.
How are the original project’s assets and capital divided?
By a written allocation plan agreed by the parties, based on books, contracts and the actual state of assets. Capital, assets and obligations moving to each project must be itemised separately so investment and tax authorities can reconcile them later.
Does the spun-off project keep the original project’s incentives?
Not automatically. Incentives are assessed per resulting project; the spun-off project continues an incentive only if it still meets the exact conditions attached to the separated contents, confirmed by the competent authority during the procedure.
