For an enterprise with foreign investment (FDI), changing its head office address often entails various legal procedures relating to enterprise registration, tax and investment. However, not every change of head office address requires an amendment to the Investment Registration Certificate (IRC). Whether the IRC must be amended depends on whether the head office address is also the investment project implementation location recorded in the IRC.

1. Legal regulations applicable to the issue

Pursuant to Clause 2, Article 33 of the Law on Investment 2025, an investor must carry out procedures for amendment of the Investment Registration Certificate when an adjustment to the investment project changes the principal contents of the investment project recorded in the IRC. The investment project implementation location is one of the information items recorded in the IRC under investment regulations.

Accordingly, the following two cases should be distinguished:

• Only the head office address on the ERC is changed, while the investment project implementation location on the IRC remains unchanged: in principle, the enterprise is not required to amend the IRC, but only needs to carry out the procedure for registering the change of head office address on the ERC.
• The head office address is also the investment project implementation location recorded in the IRC: when the enterprise moves to a new address, it must review and carry out the procedure for amending the IRC because the investment project implementation location has changed.

Therefore, the fact that an enterprise is “changing its head office address” is not, by itself, the sole basis for determining whether an IRC amendment is required. The determining factor is whether the investment project implementation location recorded in the IRC has changed.

2. Further requirements and related obligations

Conditions and procedures

Pursuant to Article 40 of Decree No. 168/2025/ND-CP, an enterprise changing its head office address must submit an application for registration of the change to the provincial-level Business Registration Authority where the new head office is located. The application includes the application form for registration of changes and the corresponding resolution or decision of the owner, Members’ Council or General Meeting of Shareholders. Where the change of address results in a change in the competent tax authority, the enterprise must complete the procedure for transferring its tax registration to the new location with the tax authority before registering the change of address.

Where the IRC must also be amended due to a change in the investment project implementation location, the enterprise shall carry out the procedure for adjustment of the investment project in accordance with the Law on Investment 2025 and Decree No. 96/2026/ND-CP. In the case of a change of investment project implementation location, the investment registration authority in the locality to which the project is relocated has the authority to amend the IRC pursuant to Clause 5, Article 36 of Decree No. 96/2026/ND-CP.

Other related obligations

The enterprise must ensure consistency of its address information across the ERC, IRC, tax records, premises lease agreements and relevant specialized licenses. In particular, the new premises should be reviewed in terms of lawful use rights, permitted land use purpose, planning requirements and conditions applicable to the operation of the investment project.

Exceptions

Where the address changes solely due to administrative boundary reorganization or adjustment, without any change to the actual location, the enterprise should distinguish this case from an actual relocation of its head office to a new location. Under Decree No. 168/2025/ND-CP, an enterprise is not required to register a change of address solely as a result of an administrative boundary change and may update its information when necessary.

3. Recommendations for enterprises and individuals

Before carrying out procedures for relocating its head office, an enterprise should review its IRC to determine whether the registered head office address is also the investment project implementation location. If so, the enterprise should develop a coordinated plan for amending both the IRC and ERC to avoid discrepancies between the two certificates.

Regarding the processing timeline, after the application for change of head office address has been duly received, the Business Registration Authority shall review and issue the amended ERC within 03 working days if the application is valid, pursuant to Article 40 of Decree No. 168/2025/ND-CP.

The enterprise should also be aware of the penalties applicable to failure to register changes. Pursuant to Article 44 of Decree No. 122/2021/ND-CP, failure to register changes to the contents of the ERC may be subject to a fine ranging from VND 30 million to VND 70 million, together with a requirement to carry out the relevant amendment procedure. In cases where an IRC amendment is mandatory but has not been carried out, regulations on administrative penalties in the investment sector also provide for sanctions and remedial measures requiring the enterprise to complete the IRC amendment procedure.

In summary, an FDI enterprise is not automatically required to amend its IRC when changing its head office address. An IRC amendment is required only where the relocation of the head office also results in a change to the investment project implementation location or another principal item recorded in the IRC. Correctly determining the applicable procedure from the outset helps the enterprise avoid incomplete filings and unnecessary costs and processing time.