FAQ: When Can an FDI Project’s Investment Registration Certificate Be Revoked?

"Is our project at risk of IRC revocation?" — no foreign investor wants to ask this question, yet it is the question that most needs an early answer once a project runs into difficulty. Revoking the Investment Registration Certificate (IRC) is the heaviest sanction in state management of investment: it ends the project's legal standing. Understanding the grounds, procedures and consequences of IRC revocation helps investors either prevent it early or exit in an orderly fashion rather than by compulsion.

This article answers the 9 most frequently asked questions on IRC revocation under the 2025 Investment Law (effective 1 March 2026).

Contents

• 1. What IRC revocation means — and how it differs from closing the company
• 2. Legal framework: Articles 35 and 36 of the 2025 Investment Law
• 3. The eight cases for agency-ordered project termination
• 4. Voluntary termination by the investor
• 5. Procedure for termination and IRC revocation
• 6. Legal consequences after termination
• 7. Distinguishing IRC revocation, ERC revocation and company dissolution
• 8. Detailed Q&A
• 9. When to work with counsel

1. What IRC revocation means — and how it differs from closing the company

The Investment Registration Certificate (IRC) is a project's "birth certificate". Revocation under Article 36(6) of the 2025 Investment Law is the investment registration agency's decision where a project has terminated operations — except for partial termination.

The key point: IRC revocation ends the investment project; it does not automatically end the company. The company is a legal entity established under the Enterprise Registration Certificate (ERC); the investment project is the activity the company carries out as investor. One FDI company may hold one or several projects; terminating one project and revoking its IRC does not automatically erase the company.

In practice, however, a single-project FDI company with no real business left after termination will typically proceed to dissolve under the Enterprise Law. Those are two consecutive but legally independent procedures.

2. Legal framework: Articles 35 and 36 of the 2025 Investment Law

The 2025 Investment Law distinguishes two stages: suspension (Article 35) and termination (Article 36) of project operations.

Suspension is temporary — the project stops but its legal standing remains, and the investor must remedy the suspension conditions to continue. Termination is the end — the project no longer exists legally.

Article 36 structures project termination as follows:

• Paragraph 1: the investor decides to terminate project operations itself.
• Paragraph 2: the investment registration agency terminates (or partially terminates) operations in 8 specific cases (detailed in section 3).
• Paragraph 3: for projects subject to investment policy approval, the agency terminates after obtaining the opinion of the approving authority.
• Paragraph 4: the investor self-liquidates the project under asset-liquidation rules upon termination.
• Paragraph 5: land use rights and land-attached assets are handled under land law.
• Paragraph 6: the agency decides to revoke the IRC where the project terminates under paragraph 2, except for partial termination.
• Paragraph 7: the Government prescribes termination procedures (implemented via Decree 96/2026/ND-CP).

3. The eight cases for agency-ordered project termination

Article 36(2) lists 8 cases — the "blacklist" every FDI investor should know:

(a) Irremediable suspension. A project suspended under Article 35 that the investor cannot remedy — "temporary" becomes "terminal".

(b) 24 months behind schedule. Twenty-four months after the scheduled completion of the project's operational objectives (in the investment policy approval, the IRC or adjustment documents) without completion and without an eligible timeline adjustment. The most common case in practice.

(c) Loss of investment location. The investor may no longer use the investment location and fails to complete a location adjustment within 6 months.

(d) "Ghost projects". Twelve months of suspended operations from the suspension date with the agency unable to contact the investor or its lawful representative.

(dd) Land revocation. The project falls under land revocation under land law.

(e) Missing deposit. The investor fails to make the deposit or provide the deposit guarantee for projects subject to implementation security.

(g) Sham transactions. Investment activity based on sham civil transactions under civil law.

(h) Court or arbitral decisions. Under a court judgment/decision or arbitral award.

Cases (b), (c) and (d) are "time traps" — entirely preventable if the investor tracks timelines and maintains contact with the regulator.

4. Voluntary termination by the investor

Article 36(1) allows the investor to decide to terminate project operations itself. This proactive exit differs fundamentally from agency-ordered termination:

• The investor controls the timing instead of awaiting an administrative decision.
• The investor self-liquidates under asset-liquidation rules (Article 36(4)): disposing of assets, settling debts, completing employee and state financial obligations.
• A clean legal record: a procedurally correct voluntary termination leaves no violation precedent in the investor's regulatory file.

When a project is clearly no longer viable — capital exhausted, market lost, parent-company strategy changed — proactive termination is usually far wiser than letting the project "die slowly" toward compulsory termination.

5. Procedure for termination and IRC revocation

Article 36(7) assigns the Government to prescribe termination procedures, detailed in Decree 96/2026/ND-CP. The general framework:

1. Establishing termination grounds: the investor files a termination request (voluntary case), or the agency verifies grounds under Article 36(2).
2. For policy-approved projects: the agency seeks the opinion of the investment policy approving authority before deciding (Article 36(3)).
3. Issuance of the project termination decision.
4. Investor liquidates the project: assets, debts, labour obligations, financial duties.
5. The agency decides to revoke the IRC (Article 36(6)), except for partial termination.

Note: the termination decision and the IRC revocation decision are two separate administrative decisions, though usually issued in sequence.

6. Legal consequences after termination

Upon project termination, the investor faces a chain of consequences:

• Project asset liquidation: self-liquidation under asset-liquidation rules — selling or transferring machinery, inventory, winding up contractor and supplier contracts.
• Land handling: land use rights and land-attached assets under land law (Article 36(5)) — possibly returning land, transferring land use rights (if eligible), or hand-over under the lease agreement.
• Employee obligations: terminating labour contracts per the Labour Code, paying severance, closing social insurance books.
• Tax duties: tax finalisation and settlement of state budget obligations before closing the project's tax code.
• IRC revocation: the certificate is revoked; the project has no legal standing for any further investment activity.

7. Distinguishing IRC revocation, ERC revocation and company dissolution

These three concepts are often confused but entirely distinct:

Getting this distinction right helps investors choose the correct procedure: to stop one project but keep the company for another, only terminate the project; to leave Vietnam entirely, complete both stages.

8. Detailed Q&A

Does revocation of the Investment Registration Certificate mean the company is closed? Not necessarily. IRC revocation terminates the investment project, but the enterprise (legal entity) may survive if it has other investment or business activities or if its ERC registration contents remain valid. Only dissolution under the Enterprise Law ends the legal entity. In practice, many single-project FDI companies proceed to dissolve after project termination, but these are two independent legal procedures.

In which cases does the investment registration agency terminate a project? Article 36(2) of the 2025 Investment Law lists 8 cases: (a) a suspended project the investor cannot remedy; (b) 24 months past the scheduled completion of operational objectives without completion and without an approved timeline adjustment; (c) loss of the investment location without a location adjustment within 6 months; (d) 12 months of suspended operations with the investor unreachable; (dd) land revocation; (e) failure to make the required deposit or guarantee; (g) investment based on sham civil transactions; (h) under a court judgment/decision or arbitral award.

Can an investor voluntarily terminate its own project? Yes. Article 36(1) of the 2025 Investment Law allows the investor to decide to terminate project operations. The investor proactively completes termination, liquidates the project under asset-liquidation rules, and the investment registration agency then revokes the IRC. This orderly exit differs fundamentally from agency-ordered termination.

How long can a project fall behind schedule before termination? Under Article 36(2)(b), 24 months after the scheduled completion of the project's operational objectives (as stated in the investment policy approval or the IRC) without completion and without an eligible timeline adjustment gives the agency grounds to terminate. Investors facing delays should therefore seek a timeline adjustment before the 24-month mark.

What happens if the investment registration agency cannot contact the investor? Article 36(2)(d): a project that has suspended operations for 12 months from the suspension date, where the agency cannot contact the investor or its lawful representative, is terminated. These "ghost projects" illustrate why maintaining communication channels and reporting matters even during suspension.

How are land and assets on land handled when a project is terminated? Article 36(5) provides that land use rights and land-attached assets are handled under land law. The investor self-liquidates the project under asset-liquidation rules (paragraph 4). In practice, the investor must settle land-related financial obligations and hand over or dispose of assets per the land lease agreement and applicable law.

Does IRC revocation affect the investor's ability to start a new project? It can, indirectly. A termination history — especially for violations such as missing deposits, sham transactions or abandonment — is recorded by regulators and may subject the same investor's new project filings to closer scrutiny. A voluntary, procedurally correct termination with settled financial obligations generally leaves no black mark.

Can the termination and IRC revocation decisions be challenged? Yes. Termination and IRC revocation decisions are administrative decisions; the investor may complain under the Complaint Law or file an administrative lawsuit under the Law on Administrative Procedures if the decisions lack legal grounds. Limitation periods and procedures need careful calculation from receipt of the decision.

How can termination risk be prevented? Four essentials: (1) full periodic reporting under Article 47 of the 2025 Investment Law so regulators always know the project status; (2) proactive timeline adjustment applications before deadlines when delays loom; (3) maintaining a lawful investment location and communication with the registration agency; (4) fulfilling deposit obligations securing project implementation. At the first sign of risk, engage the regulator proactively rather than staying silent.

9. When to work with counsel

Situations where investors should have counsel alongside:

• Receiving reminders or warnings from the investment registration agency on timelines, reporting or deposit duties — assessing risk levels and responses before matters escalate into termination decisions.
• Planning an orderly voluntary termination: building an asset-liquidation roadmap covering land, labour, tax and financial obligations.
• Disagreeing with a termination/IRC revocation decision: assessing the decision's legal grounds and preparing complaints or administrative lawsuits within limitation periods.
• Acquiring a distressed project: due diligence on the project's legal status and termination risk before committing capital.

FLAT Law Firm advises across the full FDI project lifecycle: IRC applications, operational compliance, adjustments and timeline extensions, through orderly project termination and IRC revocation. Contact us at the first sign of project risk — early intervention always costs less than dealing with consequences.

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