The investment registration certificate (IRC) is the “birth certificate” of a foreign investment project in Vietnam. When an IRC is revoked — stripping the project of its legal basis to exist — investors are not limited to administrative complaints; they may also sue the revocation decision in administrative court under the Law on Administrative Procedures 2015. This article analyzes the conditions, procedures and litigation strategy for foreign investors.
1. When can an IRC revocation decision be sued?
Investors may sue when they consider the IRC revocation decision unlawful — i.e., wrong grounds, wrong authority, or wrong order and procedures. Typical situations:
- The investment registration agency revokes the IRC on the ground the project has “ceased operation” while it merely suspended for legitimate reasons with proper notice;
- Revocation for breach of conditions the investor had actually remedied within the required time;
- The signatory lacked authority (e.g., a deputy signing without authorization);
- Procedural failures: no notice, no opportunity for the investor to explain before the decision.
The crux of every administrative case: courts review the legality, not the “policy,” of the decision. The petition must prove the decision violates specific articles and clauses of legal documents — merely saying “the decision harms me” is not enough.
2. Lawsuit time limit: 1 year
Article 116 of the Law on Administrative Procedures 2015 (No. 93/2015/QH13, effective July 1, 2016) sets the lawsuit time limit at 1 year from receipt of or knowledge of the administrative decision. If the complaint route was taken: 1 year from receipt of the complaint settlement decision (first or second level), or 1 year from expiry of the complaint settlement time limit without resolution or reply.
Time-limit strategy: investors may choose — complain first then sue, or sue directly without complaining (Article 115). Complaints offer an extra chance at fast, cheap resolution; but for complex cases or where interim urgent measures are needed, direct suit may be better. Whichever path, calculate carefully to miss neither deadline (90 days for complaints, 1 year for lawsuits).
3. Which court has jurisdiction?
IRC revocation decisions are usually issued by provincial-level investment registration agencies (Department of Finance/Planning and Investment, Industrial/Economic Zone Management Boards). Under Articles 31–32 of the Law on Administrative Procedures 2015, challenges against administrative decisions of provincial-level agencies fall under the provincial People’s Court where the agency is headquartered. Filing in the wrong court level means the petition is returned and time is lost — while the limitation clock keeps running.
4. What does the lawsuit dossier include?
- Petition in the prescribed form: the receiving court; claimant information (investor/foreign-invested economic organization); respondent (the revoking agency); the challenged decision (number, date, content); grounds and specific requests (annul the decision in whole or in part);
- Copy of the IRC revocation decision and the issued IRC;
- Evidence of unlawfulness: project dossier, project implementation reports, correspondence with the registration agency, inspection minutes (if any);
- Status documents: investment license, enterprise registration, authorization for counsel/representative;
- Advance court fees for first-instance administrative cases as prescribed.
After acceptance, the court conducts a dialogue (conciliation in administrative proceedings) — a chance for settlement; if successful, the court issues a decision recognizing the agreement. Otherwise the case goes to first-instance trial; the first-instance judgment may be appealed to the appellate level.
5. The most important “weapon”: interim urgent measures
As analyzed in our complaints article: suing does not automatically suspend enforcement of the IRC revocation decision. While awaiting trial (which may take months), the project is “frozen” — no implementation, partners withdrawing, damages mounting daily.
The solution: upon filing, simultaneously request the court to apply interim urgent measures (Articles 66–68 of the Law on Administrative Procedures 2015), e.g., temporarily suspending enforcement of the revocation decision until an effective judgment. To succeed, the investor must prove: (1) grounds that the revocation decision is unlawful; and (2) enforcement would cause serious, hard-to-remedy damage. This is the part counsel must prepare most carefully, as it decides the project’s “survival” during proceedings.
6. Post-judgment scenarios
- Winning: the court annuls the revocation decision (in whole or in part); the registration agency must restore the IRC’s effect and may owe damages under the Law on State Compensation Liability;
- Losing at first instance: appeal to the higher court within the statutory time limit (15 days for litigants);
- In parallel: in all cases, maintain dialogue with the regulator — many cases end with the agency voluntarily withdrawing or amending its decision upon seeing a tight lawsuit dossier.
In short, suing an IRC revocation decision in administrative court is an important right of foreign investors, with a 1-year time limit and jurisdiction in the provincial People’s Court. Success depends on three factors: proving the decision’s unlawfulness, filing within the time limit and in the right court, and promptly requesting interim urgent measures to protect the project while awaiting trial.
Prepared by the FLAW AI Legal Council. Content has passed internal QA panel review (Oct 15, 2026) and is pending approval before publication. General information only; not a substitute for legal advice on a specific matter.
