PROCEDURES FOR ADJUSTING THE OBJECTIVES AND SCALE OF INVESTMENT PROJECT OF AN FDI ENTERPRISE 

During operation, foreign-invested enterprises (“FDI”) can have demand on adjusting the objectives and scale of investment project to align with its business plan and actual circumstances. Such adjustments must be carried out in accordance with the prescribed investment procedures, particularly where the proposed changes affect the principal information recorded in the Investment registration certificate (IRC) or the written approval of the investment policy.

Investors must accurately determine the required legal procedures

Pursuant to Clauses 1 and 2, Article 33 of the Law on Investment 2025, investors have the right to adjust project objectives and other contents during the implementation of the project. In cases where the adjustment alters the primary contents of the project recorded on the IRC, the investor must execute the corresponding adjustment procedures.

For projects for which investment policy approval has been granted, pursuant to Clause 3, Article 33 of the Law on Investment 2025, the investor must carry out procedures for approval of the adjustment of the investment policy if the adjustment involves changing or adding objectives subject to investment policy approval, changing the area of land to be used, the investment location, or other cases prescribed by law.

Therefore, before preparing the application dossier, it is necessary to determine whether the project falls under the procedures for adjustment of the IRC or adjustment of the investment policy, as the competent authorities and procedures applicable to these two cases are different.

Competent authorities for processing the application

For projects that have been granted an IRC and are not subject to approval of an adjustment to the investment policy, the investment registration authority shall adjust the IRC in accordance with Article 56 of Decree No. 96/2026/ND-CP. Where the adjustment of the project objectives or scale does not fall within the simplified procedures prescribed in Clause 1, Article 56, the investor shall carry out the procedures prescribed in Clause 2 of this Article.

For projects subject to adjustment of the investment policy, the competent authority shall be determined based on the authority that originally approved the investment policy. Pursuant to Articles 52, 53 and 54 of Decree No. 96/2026/ND-CP, depending on the nature of the project, the application may fall under the competence of the Prime Minister, the Chairman of the provincial-level People’s Committee, or the Management Board of an industrial park, export processing zone, hi-tech park or economic zone.

Procedures for executing administrative formalities

– Step 1: Determine the contents and form of adjustment

+ Responsible party: The investor.

+ Work to be performed: Review the current project contents, determine the proposed adjustments to the objectives and scale, and compare them with Article 33 of the Law on Investment 2025 to determine whether procedures for adjustment of the IRC or adjustment of the investment policy are required.

– Step 2: Prepare and submit the application dossier

+ Responsible party: The investor or an organization duly authorized by the investor.

+ Work to be performed: Prepare the application dossier in accordance with Decree No. 96/2026/ND-CP and submit it to the competent authority. For adjustment of the IRC that is not subject to adjustment of the investment policy, Clause 2, Article 56 of Decree No. 96/2026/ND-CP requires submission of one dossier in accordance with Clause 1, Article 52 of this Decree.

– Step 3: Competent authority reviews the application dossier

+ Responsible party: The investment registration authority or the competent authority approving the adjustment of the investment policy.

+ Work to be performed: Check the validity of the application, review the proposed adjustments, and obtain opinions from relevant state authorities where required by law.

+ Timeline: For projects that have been granted an IRC and are not subject to adjustment of the investment policy, the investment registration authority shall adjust the IRC within 07 working days from the date of receipt of a valid dossier. For cases falling under the competence of the Chairman of the provincial-level People’s Committee, the processing period includes the stages of consultation, appraisal and decision-making in accordance with Article 53 of Decree No. 96/2026/ND-CP.

– Step 4: Receive the result and implement the project

+ Responsible party: The investor.

+ Work to be performed: Receive the amended IRC or the written approval of the adjustment of the investment policy and implement the project in accordance with the newly approved contents.

Required documents

For cases of adjusting the objectives and scale of projects that have been granted an IRC and are not subject to the adjustment of the in-principle investment approval, the basic application dossier includes:

– A written request for the adjustment of the investment project;

– A report on the implementation status of the investment project up to the time of adjustment;

– The investor’s internal approval of the investment project adjustment (applicable to institutional investors);

– An explanation and documents related to the adjusted contents;

– Other documents related to the project, conditions, or capacity of the investor (if required by specialized laws).

Regarding electronic dossiers, Decree No. 96/2026/ND-CP stipulates that investors must concurrently submit electronic copies as prescribed; electronic copies bearing digital signatures, in cases required by law, shall have equivalent legal validity to paper dossiers as prescribed.

>> PROCEDURE FOR TERMINATING THE OPERATION OF AN INVESTMENT PROJECT https://linconlaw.vn/procedure-for-terminating-the-operation-of-an-investment-project/

>> LEGAL REQUIREMENTS FOR THE LOCATION OF THE HEAD OFFICE OF A FDI ENTERPRISE UNDER VIETNAMESE LAW https://linconlaw.vn/legal-requirements-for-the-location-of-the-head-office-of-a-foreign-invested-enterprise-under-vietnamese-law/